1. Scope

a.  The Supplier's conditions apply exclusively to all deliveries and services. The Buyer's general terms and conditions of business shall not apply even if the Supplier does not expressly and repeatedly reject them.

2. Offer and scope of delivery

a.  Our offers are subject to change without notice and are non-binding at all times.

b.  In the absence of agreements to the contrary, the Supplier's written confirmation of order shall be authoritative in respect of the scope of delivery. Incidental agreements and amendments are subject to written confirmation by the Supplier.

c.   The Supplier reserves unrestricted ownership and copyright utilisation rights to cost estimates, drawings and other documents. These may not be made available to third parties. If the order is not placed, drawings and other documents involving offers shall, on request, be returned to the Supplier without delay. 

d.  Drawings, diagrams, measurements, weights or other performance data shall only be binding if this has been expressly agreed upon in writing.

3. Price and payment

a.   Prices are to be construed ex works and exclude packaging. The statutory value added tax at the respective valid rate shall be added in each case to the prices.

b.   In the absence of written agreements to the contrary, shipping costs shall be borne by the Buyer. 

c.   In the absence of written agreements to the contrary, payments are to be made without charges to the Supplier's paying agent prior to expiry of 30 days following delivery.  

d.  The Buyer may only set off with receivables that have fallen due, are undisputed and have become res judicata.

4. Delivery period and default in delivery

a.   For the Supplier to comply with the delivery period it is assumed that the Buyer shall provide in good time all the documents, licenses and releases that are incumbent upon the Buyer, and that the Buyer shall honour other obligations. If this is not the case, the period shall be extended accordingly unless the Supplier is responsible for the delay.

b.   The delivery period shall be deemed adhered to if the delivery item has left the plant or notification of readiness for dispatch is given up to expiry of such a period.

c.   The Supplier is entitled to make partial deliveries and render partial services.

d.  If failure to adhere to the delivery period is attributable to force majeure, industrial action or other events outside the Supplier's sphere of influence, the delivery period shall be extended accordingly. The Supplier shall inform the Buyer as soon as possible of the start and end of such circumstances.

e.   If the Supplier defaults and if such action results in damage sustained by the Buyer, the Buyer shall be entitled to request flat-rate compensation for damage. For each week that expires in which the delay continues the compensation shall be 0.5%, in total however, at most 5%, of the value of the part of delivery which cannot be used in good time or not as per agreement as a result of the default.

f.    If the Supplier defaults, the Buyer may only withdraw from the contract if the Supplier is responsible for the default and the Supplier has allowed a period of reasonable length set for the Supplier to expire in vain.

g.  The Buyer undertakes, at the Supplier's request, to state within a reasonable period, whether or not it shall withdraw from the contract because of the default in delivery and/or shall claim for damages instead of performance, or whether or not it insists on receiving the delivery.

h.  Further claims regarding default shall be geared exclusively towards paragraph 7.

5. Passing of risk and shipping

a.   Risk shall pass to the Buyer at the latest upon dispatching the delivery parts, including if partial deliveries are made or the Supplier has assumed additional services such as shipping costs or delivery.

 b.   If shipping is delayed as a result of circumstances that are the Buyer's responsibility, the risk shall pass to the Buyer from the day of readiness to dispatch.

 c.   At the Buyer's request the Supplier shall insure the consignment at the Buyer's cost and in accordance with the Buyer's details.

d.  Pforzheim is deemed the place of performance for all obligations resulting from the contractual relationship.

6. Rights in the case of defects

a.   The Buyer is to check the deliveries and services without delay upon receipt as to whether or not they are faulty. If defects are identified, written notification of these is to be given without delay, at the latest 10 days following the passing of risk. Notification of hidden defects must be given without delay, at the latest 10 days after they are identified. 

b.   Faulty delivered parts or services shall, at the Supplier's discretion, be subsequently improved/replaced or the service shall be rendered again.

c.   The Buyer is to give the Supplier the necessary time and opportunity to carry out all subsequent improvement and replacement deliveries that the Supplier deems necessary. Otherwise the Supplier shall be released from liability for the resulting consequences. Only in urgent cases that jeopardise operational safety or to ward off disproportionate damage, whereby the Supplier is to be informed immediately, may the Buyer rectify damage or commission third-parties to do so, and request compensation of necessary expenses from the Supplier.  

d.  If subsequent improvement or replacement delivery fails, or if the Supplier has allowed a reasonable period set for the Supplier for subsequent improvement to expire in vain, the Buyer may, irrespective of possible claims for damages, reduce the contract price or withdraw from the contract as part of the statutory requirements. However, in the event of insignificant defects the Buyer may only reduce the contract price. 

e.   In the case of unsuitable or inappropriate use; faulty assembly or commissioning by the Buyer or third-parties; natural wear-and-tear; faulty or negligent handling; inappropriate servicing; unsuitable operating resources; chemical, electrochemical or electrical influences, warranty claims shall not apply insofar as they are not the Supplier's responsibility.

f.    If the Buyer or third-parties make inappropriate alterations or carry out repairs, these and the resulting consequences shall likewise be excluded from any warranty claims.

g.  The exemption from liability shall also apply if the fault is attributable to a substance supplied by the Buyer.

h.  Spare parts shall become the Supplier's property.

i.    Warranty claims shall fall under the statute of limitations in 12 months. Statutory periods shall apply in the event of loss of life, physical injury or detrimental effects on health, intentional or gross negligent violation of an obligation by the Supplier and fraudulent concealment of a defect. 

7. Liability

a.   Liability is excluded for damage that does not affect the delivery item itself, irrespective of whichever legal grounds apply.

b.   However, the exemption from liability shall not apply in the case of intent or gross negligence; in the case of culpable loss of life, physical injury or detrimental effects on health; in the case of defects that have been fraudulently concealed; in the case of providing a guarantee or assuming procurement risk; in the case of violating key contractual obligations or in the case of defects in the delivery item and insofar as liability applies in accordance with the Product Liability Act to persons or material damage to privately used items.   

c.   In the case of culpable violation of key contractual obligations, claims for damages in the case of basic negligence shall be limited to typical contractual damage that can be reasonably foreseen. 

d.  If subsidiary contractual obligations are violated, e.g. obligations to disclose information or consult, paragraphs 6 and 7 shall apply accordingly.  

e.   Insofar as the Buyer is entitled to claim for damages, these shall fall under the statute of limitations in accordance with paragraph 6 i as in the case of a warranty for defects.

8. Reservation of title

a.       The Supplier reserves the right to ownership of the delivery item up until all claims to which it is entitled against the Buyer resulting from the business association have been honoured. Insofar as the value of all security rights to which the Supplier is entitled exceeds the amount of secured claims by more than 20 %, the Supplier shall, at the Buyer's request, release a respective part of the security rights. 

b.       The Supplier is entitled to insure the delivery item at the Buyer's cost against theft, breakage, damage by fire or water and other damage, insofar as the Buyer has not furnished proof of taking out such an insurance policy.

c.   The Buyer may neither sell the delivery item nor pledge it or transfer ownership of it by way of security. In the case of seizures and confiscation or other intervention by third-parties, the Buyer is to inform the Supplier of such action without delay.

d.  In the event of conduct in breach of contract by the Buyer, in particular default in payment, the Supplier shall be entitled to take back the delivery item following a warning and the Buyer undertakes to surrender the goods.

e.   As a result of the reservation of title the Supplier may only surrender the delivery item if it has withdrawn from the contract.

f.    An application filed for the institution of insolvency proceedings shall entitle the Supplier to withdraw from the contract and to request the immediate return of the delivery item.

9.  Place of jurisdiction and applicable law

a.   In respect of all disputes resulting from the contractual relationship, an action is to be brought at the court with jurisdiction for the Supplier. The Supplier is also entitled to bring an action at the court with jurisdiction for the Buyer's registered office.

b.   German law in accordance with HGB[1] and BGB[2] applies to the contract by way of exclusion of the UN Convention on Contracts for the International Sale of Goods.

[2] German Civil Code