1. General
1.1
Our general terms and conditions exclusively apply to all business relationships; conflicting or deviating conditions from our sales conditions are not recognized unless we have explicitly agreed to their validity in writing. Our sales conditions also apply if, despite being aware of conflicting or deviating conditions of the buyer, we execute the delivery to the buyer unconditionally. Our general terms and conditions only apply to companies within the meaning of § 310 Abs. 1 BGB as well as to all future transactions between the contracting parties. Our general terms and conditions are decisive and form the basis for every contract. We process orders exclusively according to our general terms and conditions, even if our general business relationships are not referred to in the order confirmation and/or in alternative forms.
1.2
Oral agreements require written confirmation to be effective.
2. Offer
2.1
Our offers are non-binding subject to changes in price or other conditions as well as delivery possibilities.
2.2
Contractual binding only occurs upon receipt of our written order confirmation. The same applies to telephone or verbally agreed supplements, changes, or side agreements.
2.3
The offer pertains exclusively to the dimensions, construction/detailed drawings, and other information provided by the buyer within the scope of services mentioned by them. Should it become apparent during the execution of the order that services must be performed by the buyer, the necessity of which was not recognizable from the aforementioned documents and information, these must be separately compensated by the buyer. If no agreement is reached in this regard, § 632 (2) BGB applies accordingly.
2.4
The information contained in/on printed materials (brochures, price lists, etc.), samples, electronic data carriers, and websites, including documents belonging to an offer such as illustrations, descriptions, dimension and weight specifications, technical data such as DIN, VDE, or other operational standards and samples are only binding if they are expressly stated as such.
3. Prices
3.1
Our prices are, unless otherwise agreed, "free home", including transport-standard packaging without unloading.
3.2
VAT is added to the prices at the respective statutory rate. All calculations are made in EURO.
3.3
If after the conclusion of the contract duties or charges that burden the goods traffic (e.g., customs duties, freight, taxes) increase or decrease, we are entitled to adjust the prices accordingly if these changed costs were not foreseeable at the time of the conclusion of the contract. The same applies in case of unforeseeable tariff wage increases and price changes of suppliers (e.g., raw material suppliers) or subcontractors that come into effect after the conclusion of the contract.
3.4
We reserve the right to adjust the agreed price for quantities not yet delivered if circumstances occur due to a change in raw material and/or energy costs and/or economic conditions that significantly increase the cost of production and/or purchasing of the respective product compared to the time of the price agreement.
3.5
In the case of subsequent changes to drawings and/or specifications as well as additional or changed acceptance or classification regulations, we are entitled to a corresponding price change.
3.6
If there are subsequent technical or dimensional changes by the buyer during the sampling phase or after successful initial sampling, we reserve the right to charge the buyer for the effort of the unsuccessful initial sampling before the initial sample is reproduced according to the new specifications.
3.7
The buyer is obliged to examine or test the samples provided by us within 2 months and to submit a written test report. We reserve the right to charge the buyer for all costs arising from sampling (including machine setup, transport, customs, processing fees, etc.) if the provided sample parts are not examined within 2 months after delivery and a test report is not submitted to us, even if the sample was offered and delivered as a free sample. In this case, we reserve the right to withdraw from the contract or to recalculate the prices without any damages to us.
3.8
The unit prices are calculated according to the given need. If the previously announced quantities are not met, we reserve the right to adjust the unit prices.
4. Payment
4.1
Our invoices are due immediately or net upon receipt, without deduction, unless another payment term is explicitly confirmed with our order confirmation.
4.2
If the buyer defaults, we are entitled to charge default interest at a rate of 8% above the respective base interest rate. Upon corresponding proof, we are also entitled to claim default damages beyond this.
4.3
Payment by bill of exchange is only permitted upon explicit agreement. Acceptance of a bill of exchange or a check is only considered as payment in fulfillment. In the case of payment by check or bill of exchange, the buyer bears the costs of the bill of exchange and discount fees.
4.4
Set-off claims are available to the buyer to the extent that their counterclaims are legally established, undisputed, or recognized by us. The exercise of a right of retention is only possible for the buyer to the extent that their counterclaim is based on the same contractual relationship.
We have the right to set off claims we have against the buyer even if our claim is not yet due. In this case, we will reimburse the buyer the interest difference at 5% annually. A different method of payment (cash payment on one hand, acceptance on the other) does not exclude the possibility of set-off. In case of payment default or justified doubts about the buyer's ability to pay or creditworthiness, we are entitled - without prejudice to our other rights - to require securities or advance payments for outstanding services and to make all claims from the business relationship immediately due. If the buyer refuses to provide security or does not make an advance payment after a reminder, we are entitled, at our discretion, to withdraw from the contract or to demand damages for non-performance.
4.5
If the buyer remains in default with a due payment or if there is a significant deterioration in their financial situation or the information obtained about them is unsatisfactory, we are entitled, at our discretion, to require advance payment or the provision of security before delivery.
4.6
Payments may only be made directly to us.
For payments made in other ways, the buyer is fully liable for the amount we are to claim.
5. Delivery
5.1
The delivery period begins with the dispatch of the order confirmation, but not before the provision of the necessary documents, permits, releases, services, samples, or models that the client must supply. Generally, the start of serial production only occurs after the written release of the initial sample. The date for the first delivery of a serial production is automatically postponed with the temporal shift of the sampling itself or the release of the sampled parts.
Delivery times are given in week terms. The delivery period is considered met if the readiness for dispatch is communicated by its expiration or the delivery item has left the factory.
5.2
The delivery period is extended reasonably in the event of measures within the framework of labor disputes, particularly strikes and lockouts, as well as in the event of unforeseen obstacles beyond our control, e.g., operational disruptions, energy/raw material/fuel shortages, war, fire, transport disruptions, natural disasters, as well as delays in the delivery of essential raw materials, models, tools, provided such obstacles demonstrably have a significant impact on the delivery of the delivery item. The delivery period is extended accordingly to the duration of such measures and obstacles. If resulting delays exceed a period of six months, both parties are entitled to withdraw from the contract regarding the affected scope of services. No other claims for damages exist. The same rights apply to us if the aforementioned events occur with subcontractors. We are also not responsible for these circumstances if they occur during an already existing default.
5.3
Our delivery obligation is suspended as long as the buyer is in default with a liability.
5.4 The buyer is not entitled to claim default damages of any kind. We reserve the right to prove to the buyer that as a result of the delivery default no or less damage has occurred. If the buyer sets us a reasonable deadline with a threat of rejection after we are in default, they are entitled to withdraw from the contract after the unsuccessful expiration of this grace period.
5.5 If the buyer falls into acceptance default or violates other cooperation obligations, we are entitled to claim compensation for any damages incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased goods transfers to the buyer at the time they fall into acceptance default.
5.6 If shipping is delayed at the buyer's request, the costs arising from storage, including pre-costs, will be charged to them.
5.7 By accepting the goods, the customer accepts our general terms and conditions, even if they are not referred to in the order confirmation and in alternative forms.
6. Scope of Delivery
6.1
The scope of delivery is determined by our written order confirmation. We are entitled to partial deliveries within a reasonable extent. Over- or under-deliveries of the agreed quantity are permissible.
7. Transfer of Risk
7.1
Unless otherwise stated in our order confirmation, delivery is agreed as "free home". The transfer of risk of the goods to the buyer occurs upon unloading of the goods by the buyer. The buyer is responsible for unloading the goods, thereby effectuating the transfer of risk to the buyer.
8. Retention of Title
8.1
All delivered goods remain our property (retention of title) until all claims are fulfilled, particularly the respective balance claims, which are due to us within the business relationship (balance retention) and claims established unilaterally by the insolvency administrator through the option of fulfillment. This also applies to future arising and conditional claims, e.g., from exchange of acceptors, and also when payments are made to particularly designated claims. This balance retention expires definitively with the settlement of all outstanding claims covered by this balance retention at the time of payment.
8.2
Processing and handling of the retention of title goods occur for us as the supplier within the meaning of §950 BGB, without obliging us. The processed goods are considered retention of title goods within the meaning of number 8.1. When processing, connecting, and mixing the retention of title goods with other goods by the buyer, we have co-ownership rights proportionally to the new item in proportion to the invoiced value of the retention of title goods to the invoiced value of the other used goods. If our ownership is extinguished through connection or mixing, the buyer transfers to us the ownership rights to the new stock or item to the extent of the invoiced value of the retention of title goods and stores them free of charge for us. Our co-ownership rights are considered retention of title goods within the meaning of number
8.3
The buyer may only sell the retention of title goods in ordinary business transactions under their normal business conditions and as long as they are not in default, provided that the claims from the resale according to numbers 8.4 to 8.6 pass to us. They are not entitled to other disposals of the retention of title goods.
8.4
The claims from the resale of the retention of title goods, together with all securities that the buyer acquires for the claim, are already assigned to us. They serve as security to the same extent as the retention of title goods. If the buyer sells the retention of title goods together with other goods not sold by us, the claim from the resale will be assigned to us in proportion to the invoiced value of the retention of title goods to the invoiced value of the other sold goods. When selling goods in which we have co-ownership shares according to 8.2, a part corresponding to our co-ownership share is assigned to us. If the retention of title goods are used by the buyer to fulfill a contract, the claim from the contract is assigned to us in the same extent in advance.
8.5
The buyer is entitled to collect claims from the resale. This authorization to collect expires in the event of our revocation, but no later than in case of payment default, non-encashment of a bill of exchange, or application for the opening of insolvency proceedings. We will only exercise our right of revocation if, after the conclusion of the contract, it becomes apparent that our payment claim from this or other contracts with the buyer is endangered by their lack of performance capability. Upon our request, the buyer is obliged to immediately inform their customers of the assignment to us and provide us with the documents required for collection.
8.6
An assignment of claims from the resale is not permissible unless it is an assignment through genuine factoring, which is reported to us and where the factoring proceeds exceed the value of our secured claim. Upon crediting the factoring proceeds, our claim becomes immediately due.
8.7
The buyer must immediately inform us of any seizure or other impairments by third parties. The buyer bears all costs necessary to lift the seizure or to return the retention of title goods, unless they are reimbursed by third parties.
8.8
If the buyer defaults in payment or does not encash a bill of exchange upon maturity, we are entitled to take back the retention of title goods and, if necessary, to enter the buyer's premises for this purpose. The same applies if, after the conclusion of the contract, it becomes apparent that our payment claim from this or other contracts with the buyer is endangered by their lack of performance capability. The withdrawal is not a withdrawal from the contract. Provisions of the Insolvency Code remain unaffected.
8.9
If the invoiced value of the existing securities exceeds the secured claims including ancillary claims (interest; costs, etc.) by more than 50%, we are obliged, at the buyer's request, to release securities as per our choice.
9. Warranty - Limitation of Liability
9.1
The buyer forfeits any warranty claims if they do not comply with their obligations to examine and notify. Recognizable defects must be reported by the buyer in writing within 14 days after receipt of the goods. Hidden defects must be reported in writing no later than eight days after discovery.
9.2
The required quality, durability, and use of our delivery goods are exclusively based on the written agreed specifications and/or on the technical drawings provided by the buyer for the respective delivery goods. Further information, especially in preliminary discussions and/or referenced industrial standards, only becomes part of the contract through explicit written inclusion, provided they are not listed on the provided technical drawings. The buyer must verify the delivery goods for their specific suitability for use - including product safety - and their compliance with all relevant technical, legal, or regulatory requirements at their own responsibility before planned use. We exclude liability for usability not expressly and in writing confirmed by us. Regarding material or design specifications of the buyer, we are not liable for the suitability or permissibility of the desired materials or designs and have no special inspection obligation in this regard. Compliance with safety and occupational health rules depends on the place of use and the conditions of use, which we are not aware of. Measures to ensure compliance are therefore the responsibility of the user.
9.3
Warranty is excluded in the case of subsequent processing of the delivered goods by the buyer or third parties, unsuitable and improper use, faulty assembly, improper commissioning of the delivery item by the buyer or third parties, consequences of natural wear and tear, excessive strain, unsuitable operating equipment, replacement tools, or other damage-causing influences not attributable to our fault.
9.4
The warranty period is one year, calculated from the transfer of risk.
Insofar as there is a defect in the purchased goods attributable to us, the buyer must set us a deadline for supplementary performance to assert their rights. We are entitled to remedy the defect or to provide replacement delivery at our discretion.
If we are not willing or able to provide supplementary performance, especially if this is delayed beyond the set deadline for reasons for which we are responsible, or if defect remedy or replacement delivery fails in another way, the buyer has the right to withdraw from the contract or to reduce the purchase price.
9.5
Claims for damages due to defects in deliveries or from tortious acts against us are excluded, regardless of the nature of the breach of duty, unless there is intentional or grossly negligent conduct or a culpable violation of a contract-essential duty (cardinal duty) that has jeopardized the achievement of the contract purpose.
9.6
In the case of intentional or grossly negligent violation of essential contractual duties, we are liable, but only up to the amount of the contract-typical foreseeable damage. Claims for loss of profit, losses, saved expenses, claims for damages from third parties, as well as other indirect and consequential damages cannot be asserted under any circumstances and are excluded.
9.7
In the case of intentional or grossly negligent violation of a non-essential contractual duty, the buyer is entitled to demand a flat-rate default compensation of up to 0.5% of the delivery value for each completed month of the default period, subject to proof of a lesser damage.
9.8
The limitations and exclusions of liability in the preceding points do not apply to claims arising from our fraudulent behavior, as well as liability for claims under the Product Liability Act and damages from the violation of life, body, or health. To the extent that our liability is excluded or limited, this also applies to our employees, workers, representatives, and vicarious agents.
9.9
If the buyer uses the delivery goods with environmentally harmful, toxic, radioactive, or otherwise dangerous substances, they must clean them before returning them. Any necessary costs for decontamination/cleaning and disposal may be charged to the buyer.
9.10
We accept no liability for any economic and/or alternative damages arising from the delivery of defective goods. Economic damages such as additional costs resulting from a production stoppage or contractual penalties imposed on the customer by their end customer are in no way borne by us.
10. Reservation of Rights, Industrial Property Rights, Confidentiality
10.1
If we supply goods according to constructions or other specifications (models, samples, etc.) prescribed by the buyer, the buyer is liable to us for any infringement of industrial property rights and other third-party rights resulting from their manufacture and delivery due to their fault. The buyer must compensate us for all damages resulting from such rights violations if they are at fault.
10.2
The buyer must keep non-obvious knowledge obtained from the business relationship with us confidential to third parties.
11. Place of Fulfillment and Jurisdiction
11.1
Unless otherwise stated in our order confirmation, the place of fulfillment is Wiesbaden.
The place of jurisdiction is Wiesbaden. However, we are also entitled to sue the buyer at their domicile court.
12. Applicable Law
12.1
All legal relationships with the buyer are governed exclusively by German law, excluding the laws on international sales, even if the buyer has its registered office abroad.