Terms and Conditions

I. Scope

1.
The conditions of sale rendered hereinafter shall apply to all contracts on the delivery of goods concluded between the buyer and us. They shall also apply to all future business relationships, even if they are not agreed upon explicitly again. Deviating terms and conditions of the buyer that we do not expressly recognise, shall not be binding for us, even if we do not expressly contradict them. The conditions of sale rendered hereinafter shall also apply, even if we carry out the order of the buyer without reservation despite knowing about the opposing or deviating conditions of the buyer.

II. offer and conclusion of contract

1.
An order by the buyer which qualifies as an offer to conclude a purchase contract may be accepted by us within a period of two weeks by transmitting an order acknowledgement or by sending the products ordered within the same period.

2.
Our offers shall be non-binding and without obligation, unless we have expressly indicated that they are binding in writing. If we have expressly indicated that the offers are binding, we shall keep ourselves bound to them for a period of thirty days.

3.
We shall reserve all rights of ownership, copyright and other industrial rights to all illustrations, calculations, drawings as well as other documents. The buyer shall only forward these to a third party with our written consent, independently of whether we have marked them as confidential or binding.

III. Terms of payment / Prices

1.
Our prices shall apply ex works without packaging, if nothing to the contrary has been defined in the order confirmation. The statutory value-added tax in Germany is excluded from our prices. In the invoice we shall separately indicate this at the statutory amount on the date of issue of the invoice.

2.
The net purchase price (without deduction) shall be due for payment fourteen days after the date on the invoice, provided no other payment term is indicated in the order acknowledgement. A payment shall be considered to have been made only when we can access the amount. In the case of payments by cheque, the payment shall be considered to have been made only when the cheque has been cashed.
We shall reserve the right to accept cheques in individual cases. As a matter of principle, it shall be accepted only on account of performance. We make no guarantee for collection or protest on time.If the buyer is in arrears with a due payment for an earlier delivery, we shall be permitted to withhold the delivery without being obligated to compensate for any damages.

3.
If the buyer should be default in payment, we shall be entitled to charge interest to the amount of eight per cent points above the respective basic interest rate of the European Central Bank (ECB) as from the date of default. Proof of higher damages shall be reserved.
In case the cheque is not cashed in due time or a significant deterioration of the financial situation of the buyer occurs or threatens to occur, we shall be permitted to make the entire sum due for immediate payment - even if cheques are available for this. If the buyer withdraws from the order for which manufacturing processes have already been started, we reserve the right to charge for the goods as per the manufacturing state.

IV. Delivery and performance time

1.
Delivery times or periods which have not been agreed as binding explicitly shall only be non-binding information. The delivery time we indicate only starts when the technical questions have been clarified. The buyer must also fulfil all obligations incumbent upon him or her correctly and in due time. If only part of the quantity agreed upon is accepted in the case of call-offs or forward orders, we shall always assert the total purchase price in return for the complete delivery of the goods ordered.

2.
If we fall into arrears with deadlines agreed as binding, the buyer must grant us an appropriate period of grace - beginning on the date of receipt of the written notice of default or in the case of a period of time determined by the calendar after expiry of this period of time. After fruitless expiration of this subsequent period, the buyer shall be permitted to withdraw from the contract.
The claims of the buyer with respect to a delay in delivery shall depend on Number VII, otherwise the statutory provisions shall be applicable.

3.
Further liability for delayed delivery caused by us shall be ruled out. Other legal claims and rights of the buyer to which they are entitled due to delayed delivery caused by us in addition to claims for damages shall remain unaffected.

4.
We are entitled to partial delivery and partial performance at any time.

5.
If the buyer defaults in acceptance, we shall be entitled to claim compensation for any damage and any additional expenses. This shall also apply if the buyer culpably violates his or her obligation to co-operate. Upon occurrence of the default in acceptance and/or debtor's delay, the risk for any accidental deterioration and accidental destruction shall pass to the buyer.

V. Transfer of risk / dispatch / packaging

1.
Loading and dispatch shall be carried out without insurance at the risk of the buyer. With respect to the type and method of dispatch, we shall try to take into consideration the requests and interests of the buyer; additional costs thus caused - even in the case of agreed free delivery - shall be borne by the buyer.

2.
We shall not take back any transport packaging or any other packaging in conformity with the German Packaging Ordinance. The buyer shall have to ensure the disposal of packaging at his own costs.

3.
If the dispatch is delayed upon request or fault of the buyer, we shall store the goods at the cost and risk of the buyer. In this case the readiness for dispatch note shall be equivalent to dispatch.

4.
Upon request and at the expense of the buyer we shall secure the delivery using a transport insurance policy.

VI. Warranty / guarantees

1.
As a matter of principle claims for defects by the buyer shall exist only if the buyer complies with their obligations of examination and complaint in conformity with Article 377 of the German Commercial Code, unless the defect has been maliciously concealed

2.
Claims for defects shall lapse twelve months after delivery of the goods to the buyer.

3.
If the goods have a defect despite all care applied, which already existed at the point of transfer of risk, we shall repair or supply replacement goods at our discretion subject to notification of defects in due time. We shall always be given the opportunity for subsequent fulfilment within a reasonable period of time. Recourse claims shall remain unaffected without restrictions from the previous condition.

4.
If the rectification fails, the buyer shall be entitled to demand a reduction of payment or the reverse transaction of the contract at his or her discretion - regardless of potential claims for damage. The rectification shall be considered to have failed after the second futile attempt, if nothing to the contrary is revealed from the type of the item or the defect or other circumstances

5.
Claims for defects shall not apply to insignificant deviation from the conditions agreed upon, to insignificant impairment of usefulness, in case of natural wear and tear or damage which after transfer of risk occurs due to faulty or negligent use, excessive loads, unsuitable operating material or due to special external influences which are not defined in the contract. If improper repair work or modifications are carried out by the buyer or a third party, no claims for defects shall apply to these and the resulting consequences.

6.
Claims by the buyer for expenses required for the purpose of subsequent fulfilment, in particular transport, labour and material costs, shall be excluded if the expenses increase because the goods supplied are taken to a location other than the location of the buyer, unless the transfer corresponds to the approved use.

7.
Recourse claims by the buyer against us shall exist only if the buyer has not concluded an agreement with his customer exceeding the legally obligatory claims for defects. Section 6 shall apply correspondingly to the extent of the recourse claim by the buyer towards the supplier

8.
Claims for damages on the basis of a defect shall be determined in keeping with Number VII; otherwise the statutory stipulations shall apply

VII. Liability

1.
We shall be held liable in full for injury to life, limb and health which is caused by a negligent or intentional breach of duty as well as for damage which is covered by liability under the German Product Liability Act

2.
Otherwise our liability shall be limited to foreseeable damage typical of the contract, and to damage which is based on an intentional or grossly negligent breach of duty or on the violation of a significant contractual obligation by us, our legal representatives or vicarious agents.

VIII. Retention of title

1.
Until satisfaction of all claims, including all current account balance amounts, which are due to us now or in future from the buyer, the goods supplied (retained goods) shall remain the property of the seller. In the event of behaviour by the buyer being contrary to the terms of the agreement, such as default in payment, we shall have the right to take back the retained goods after first setting a fair time limit. If we take back the retained goods, this constitutes a rescission of the contract. If the buyer returns the retained goods, this constitutes a rescission of the contract. We shall be permitted to utilise the retained goods after return. After deduction of a reasonable amount for the resale costs, the proceeds shall be offset against the amounts due.

2.
The buyer shall handle the retained goods with care and shall insure them adequately at their own expense at the original value against fire and theft. Maintenance and inspection work which is required shall have to be carried out by the buyer at their own expense in due time.

3.
The buyer shall be permitted to sell the retained goods properly in business dealings and/or use it as long as they do not default in payment. Pledging or collateral assignments shall be inadmissible. The claims arising from resale or any other legal reason (insurance, unlawful act) relating to the retained goods (including all current account balance claims) shall already be assigned from the buyer to us now in full by way of security; we accept the assignment herewith. We hereby authorise the buyer revocably to collect claims assigned to us for his own account and in his own name. The direct debit mandate can be withdrawn at any time if the buyer does not properly fulfil his or her payment obligations. The buyer shall also not be authorised to assign this debt for the purpose of debt collection by means of factoring unless the obligation of the factor is simultaneously established as effecting the consideration to the amount of the debts for as long as debts from us exist vis-a-vis the buyer.

4.
The buyer shall process or modify the retained goods for us in every case. If the retained goods are processed along with goods that do not belong to us, we shall acquire joint ownership of the new item in the proportion of the value of the retained goods (final invoice amount including the value-added tax) to the other processed item at the point of processing. This shall also apply to the new item created by processing in the same way as to the retained goods. In the event of inseparable commingling of the retained goods with the item that does not belong to us, we shall acquire joint ownership of the new item in proportion of the value of the retained goods (final invoice amount including the value-added tax) to the other commingled item at the point of commingling. If the item of the buyer has to be considered a main item as a consequence of the commingling, the buyer and we agree that the buyer transfers proportionate joint ownership of the item to us: we herewith accept the transfer. The sole or joint ownership of the item thus created shall be held by the buyer.

5.
In the event of access by third parties to the retained goods, in particular pledging, the buyer shall indicate our ownership and shall inform us immediately so that we can assert our ownership rights. If the third party is not able to refund the court or out-of-court costs in this regard, the buyer shall be liable.

6.
We shall be obligated to release the securities due to us provided the realisable value of our securities exceeds the claim to be secured by more than ten per cent, whereby we shall select the securities to be released

IX. Place of performance, venue, applicable law

1.
The place of performance and venue for deliveries and payments (including suits filed in connection with cheques and bills of exchange) as well as all disputes between us and the buyer resulting from the purchase contract concluded between them and us shall be our company headquarters in Waiblingen in the Federal Republic of Germany. However, we shall be permitted to sue the buyer at his or her domicile and/or registered Office.

2.
The relationship between the contractual parties shall be ruled exclusively by the law applicable in the Federal Republic of Germany. The application of UN purchasing laws shall be excluded.