Terms, Sales & Delivery conditions
1. Applicable conditions
The legal and contractual conditions between us and the buyer are based on these conditions and another agreements made. Changes and supplements must be made in writing. Other general terms of business do not apply unless separately agreed on an individual basis.
2. Quotes
Our quotes and all constituent parts thereof are without obligation. All documents belonging to the quote, such as figures, drawings, information about types, weight, measurements and models, are only approximations unless they are expressly declared to be binding.
We retain the title and copyright to cost estimates, drawings and other documents. They may not be made accessible to third parties without or express consent. Drawings and other documents belonging to quotes must be returned to us on request if the order is not placed.
3. Orders
All orders, as well as changes and supplements thereto, must be made in writing. Purchase orders are not binding until they have been confirmed. Once placed, orders cannot be revoked. This is particularly the case for goods produced according to customer specifications or clearly tailored to specific requirements (such as all cut-to-size products from our delivery range or goods produced to customer specifications). For internet transactions (e.g. order by e-mail), the right of return is excluded.
Agreements or promises made verbally or by telephone are not binding unless we confirm them in writing.
Buyers’ conditions are only binding if this was agreed with us in writing. Call-offs and changes or supplements thereto are binding as soon as they have been agreed in writing.
The buyer can only demand reasonable construction and design changes to deliverables. An amicable agreement must be reached on their effects, particularly with regard to higher or lower costs.
4. Prices
Our prices are in euros. Unless otherwise agree, they apply ex Germering, excluding packaging and subject to statutory VAT.
The actual weights, which can deviate from the theoretical weight of a quote or order, are used as the basis for billing. If changes in material or wage costs or other costs arise between order confirmation and delivery of the goods, we are entitled to adjust prices accordingly.
5. Delivery
Delivery dates and periods are not binding until an agreement has been reached. The delivery period does not start before samples have been approved, order documents and drawings have been supplied or any installation parts have been provided. In the event of delivery delays, an appropriate extension period shall be agreed. Claims by the buyer for damages are excluded.
The delivery quantities can be exceeded or fallen below by 10% at most. All shipments are sent at the buyer’s expense and risk, unless we have taken out transport insurance and billed the buyer for this, or other agreements have been made.
The risk passes to the buyer when the goods leave our factory or shipping warehouse; this also applies if partial deliveries are made. We reserve the right to choose the dispatch route and shipping method, provided no agreements to the contrary have been made. Notification of shipment readiness shall be considered equivalent to delivery.
6. Payment
All payments are to be made to the supplier only. Unless otherwise agreed, the purchase price for deliveries and services is payable with 2% cash discount within 10 days and without deduction within 21 days from the invoice date. A cash discount is only granted if all previously due invoices have been paid.
If the payment deadlines are not met, a rate of 4% above the respective Federal Bank discount rate shall be charged, unless the supplier provides evidence of higher debit interest. Checks and rediscount-capable bills of exchange are only received as conditional payment, all associated costs shall be charged to the ordering party. Offsetting and assertion of retention rights by the ordering party due to any counter-claims disputed by the supplier are not admissible.
Non-compliance with the terms of payment or circumstances that cast serious doubt on the ordering party’s credit-worthiness shall result in the supplier’s claims becoming immediately due. Furthermore, the supplier is entitled to demand payment in advance for open deliveries, and after an appropriate grace period to withdraw from the contract or demand compensation due to non-fulfillment, and to forbid the ordering party from selling on the goods and to have unpaid goods returned at the ordering party’s expense.
7. Molds and tools
Unless the quote contains information to the contrary, the price for molds and tools does not contain the development costs, costs for testing/machining devices and changes authorized by the ordering party after approval of the technical drawing.
Unless otherwise agreed, the supplier is and remains the owner of the molds and tools produced by the supplier or commissioned from a third party by the supplier for the ordering party. They are used only for the ordering party’s orders, provided the ordering party meets its payment and call-off obligations. The supplier is only required to replace these molds or tools without charge if they are needed by the supplier to provide a production quantity promised to the ordering party.
The supplier’s obligation to keep the molds or tools expires two years after the last delivery of parts and prior notification to the ordering party. If, for whatever reason, the ordering party requests the mold or tool, any residual manufacturing costs and any development costs not openly declared are due on delivery of the mold or tool to the ordering party.
If the parties agree that the ordering party shall become the owner of the molds or tools, the property is transferred to the ordering party after payment of the price for the molds or tools. The transfer of the molds or tools to the ordering party takes the place of the supplier’s obligation to keep the molds or tools. Irrespective of the ordering party’s legal right to possession and irrespective of the service life of the molds or tools, the supplier is entitled to exclusive ownership of the molds or tools until an agreed minimum number of pieces has been purchased and/or until a certain time period has elapsed.
The supplier must designate this as third-party property and insure it at the request of the ordering party at the ordering party’s expense.
In the case of molds or tools owned by the ordering party and/or molds or tools provided on loan by the ordering party, the supplier’s liability relating to keeping and maintaining the molds or tools is limited to the care applied to its own property. Costs for maintenance and insurance shall be borne by the ordering party. The supplier’s obligations expire if the ordering party does not collect the molds after the order has been completed and the ordering party has been requested to do so. If the ordering party does not fully meet its contractual obligations, the supplier has the right to retain the molds or tools.
Parts provided by the customer that permit normal production are to be delivered in good time ex works in perfect quantity. We assume no responsibility for the dimensional stability of these parts. A surcharge of 10% is required for any scrap.
8. Confidentiality
The business partners agree to treat all commercial and technical details that are not common knowledge and that are disclosed as a result of the business relationship as business secrets.
Drawings, models, samples and similar objects may not be passed on to third parties. The reproduction of such objects is only permitted within the scope of business requirements and trademark regulations.
9. Warranty and liability
- In the case of all obvious defects, complaints resulting from defective or incomplete deliverables shall be submitted in writing immediately, at the latest within two weeks of receipt of goods, or in any case prior to installation, further processing or further sale, and an exact description of the defect shall be provided. Complaints resulting from hidden defects shall be submitted in writing immediately, at least within two weeks of discovery, and an exact description of the defect shall be provided.
Our semi-finished products are of industrial quality. This means that small scratches as a result of transportation, storage or cutting are unavoidable. This does not apply for film-wrapped goods if visual quality is stipulated as a requirement when the order is placed. - We assume liability for our deliveries and services according to the provisions below.
III. We shall remedy considerable defects by means of, at our option, subsequent improvement, a replacement delivery or a credit note, wherein in all cases, we shall be able to dispose of the goods at our discretion. The buyer only has the right to cancel the contract or reduce the purchase price if subsequent improvements or replacement deliveries are not provided or they fail. If guaranteed properties are not provided, the statutory provisions apply, wherein our liability is however limited to the damages against whose onset our warranty was intended to protect the buyer. Insofar as we have not acted with intent or gross negligence, further-reaching claims are excluded.
- The information we provide about the deliverables or intended use (e.g. measurements, weights, hardness, use values) are merely descriptions or designations and constitute only guideline values, not guaranteed properties. Properties are only regarded as guaranteed if they are expressly and individually described as such in writing and, in the event of purchase based on a sample, are properties of the approved sample. Minor deviations from samples or earlier deliveries or from other specifications shall not justify claims on the part of the buyer, provided they do not significantly impact the contractually required functionality. We reserve the right to customary deviations (e.g. quality, color, thickness, weight, blend or pattern), provided nothing has been agreed to the contrary.
- Unless otherwise agreed, the statutory warranty periods and statutes of limitation apply.
- Irrespective of any liability restrictions in these conditions, we are only liable for claims for damages of all kinds, in particular also arising from faults during conclusion of the contract, positive breach of contract and unlawful acts (German Civil Code Section 823 ff) if we, our employees or vicarious agents have acted with intent or gross negligence. In all cases, our liability is limited to the foreseeable, typically occurring damage based on the intended use. We can ask in good faith for the type, scope and duration of the business relationship and the unit value of our goods to be taken into consideration in an appropriate manner.
This liability provision also applies for our verbal and written consulting services and for the conducting of trials. In particular, the buyer is not released from the obligation of conducting its own checks to determine the suitability of our goods for the intended purpose.
Our liability for personal injury and material damage in accordance with the provisions of product liability law remains unaffected.
VII. Subcontracting. Please note that our warranty extends only to machining and we cannot assume liability if materials or parts are delivered that are unsuitable for surface finishing processes, or in the case of incorrectly handled or otherwise damaged material. We reject claims for damages for any scrap caused during machining as a result of dimensional changes, cracks or the like, or for any impairment to dimensional stability or accuracy of fit of moving parts. All further-reaching claims by the ordering party, such as, for example, material costs, lost profit, dismantling costs or claims for damages, as well as claims for cancellation of the contract or reduction of the price, are excluded. We do not check incoming delivery quantities.
10. Force majeure
Force majeure, industrial disputes, unrest, government measures and other unforeseeable, unavoidable and serious events shall exempt the contractual parties from their contractual obligations for the duration of the disruption and the scope of its impact.
This also applies if such events occur at a time during which the affected contractual party is in arrears. Within reason, the contractual parties shall be obliged immediately to supply the necessary information and to act in good faith to adapt their obligations to the new circumstances.
11. Reservation of title
We shall reserve the ownership of all goods delivered by us until full payment has been made. In this respect, all deliveries together are considered to be one connected delivery transaction. In the case of a current account, the reserved title shall constitute security for our balance claim.
If the buyer connects the goods with other objects to create one sole item, and the other item is to be regarded as the main item, the buyer is obliged to transfer proportional co-ownership to us. If the buyer sells the delivered goods on in accordance with the contract, the buyer herewith transfers to us the claims, including any ancillary rights, vis-a-vis the buyer’s buyers arising from the sale until all our claims are have been settled.
In case of sound cause, the buyer is required, if requested by us, to notify the third-party buyers about the transfer and provide us with the information needed to assert our rights, and to hand over documents.
We will release the securities held by us in as far as their value exceeds the value of the secured claims by more 20 % in total.
12. General provisions
Unless otherwise agreed, the place of fulfillment is Germering. Should one of the provisions of these terms and conditions and agreements reached be or become unworkable, this shall not affect the validity of the remainder of the contract. The contractual partners are obliged to replace the unworkable provision with another provision which is as close as possible in its economic aim.
Unless otherwise agreed, only the law of the Federal Republic of Germany shall apply.
The place of jurisdiction is Fürstenfeldbruck district court.