1. General
To all our offers, sales and deliveries the following Terms shall apply exclusively. The Buyer fully commits to this provision when placing an order. Any deviating terms shall only apply if especially agreed and confirmed by us in writing. Any amendment to individual provisions contained herein is without prejudice to the others. The Buyer’s purchasing terms are not binding for us, even if we don’t expressly object to them. No rights and duties arising from the contract of sale may be assigned to third parties without our express consent. Until an agreement to the contrary has been entered into, these terms apply to all current and future business transactions, even if for an individual order placement within the framework of an existing business relationship these Terms are not expressly referred to.

2. Offers, application-technical advice and reservation of change
Offers are always subject to change, even if not agreed so expressly. Application, use and processing of the procured goods are solely the Buyer’s responsibility. The Seller’s written application-technical advice is just such non-binding support. It does not exempt the Buyer from his duty to inspect the products for their suitability for the intended processes and purposes. If the Seller can be made liable nonetheless, such liability is limited to the value of the goods supplied by him. The Seller reserves the right to design changes; a written notification of such is not necessary. Illustrations and technical data are for general information; the technical data shall only be binding if expressly confirmed by us.

3. Orders
Orders shall only be deemed accepted if confirmed by us in writing. If there is an immediate delivery without such prior confirmation, the invoice serves as such order confirmation.

4. Prices
Our prices are subject to change and apply from the place of delivery excluding postage and packaging, freightage, other forwarding charges, insurance, customs duties and assembly. Any increase in the calculated prices because of increases in wages, commodity prices, freightage, taxes, customs duties, levies or other charges or the taking effect of such charges arising between conclusion of the contract and delivery entitle us to an appropriate price increase if legally admissible. The calculation shall be based upon the number of units ascertained with us.

5. Delivery
We reserve the right to individually agree the delivery time for any order. In cases of an impossibility of shipment without our fault, the deadline shall be deemed kept when our readiness for shipment is reported in time. The Buyer must accept partial deliveries. 10%-margin over and underdeliveries are admissible. We are only contractually bound to keep within the agreed delivery periods if production is undisturbed. The results of force majeure, disruptions, measures taken by the authorities, a lack of raw materials and supplies at the time of production and other unforeseeable circumstances arising at our or our suppliers’ plants entitle us to annul our delivery obligations either in part or in full. Non-compliance with confirmed delivery periods does not entitle the Buyer to claims for damages or to a cancellation of the order. We are entitled but not contractually bound later to supply the outstanding quantity of goods. Claims for damages for non-fulfilment or belated fulfilment are hereby excluded. The risk is transferred to the Buyer upon the goods leaving the production site or reporting our readiness for shipment. This does also apply in cases of partial deliveries or c.p. deliveries and/or if the supplier is also to render other services like delivery and set-up. If not otherwise instructed, the route and means of shipment is at our discretion without any liability for the cheapest and fastest shipment. Shipment shall always be at the Buyer’s risk, even in cases of c.p. delivery and reservation of ownership. If not agreed otherwise, packaging is at our discretion. It will be invoiced at applicable prices and not taken back.

6. Complaints
Complaints because of the weight, number, quality or workmanship of the goods, if not nullified by our terms of sale, can only be taken into account if brought to our attention forthwith, i.e. no later than seven days after the receipt of the goods at the place of delivery, and in writing. Later notices of defect shall not be considered.

7. Warranty
Our products are subject to the statutory guarantee as of the date of delivery. Our warranty is limited to the free replacement of the defective goods if that is possible. The defective parts have to be returned to us at our request; if replaced by non-defective parts we regain ownership. The Buyer has to grant the supplying company the time and free opportunity to make the changes the Supplier sees fit and to deliver spare parts or replacements and to make available to him free assistance. Otherwise, the supplying company is exempted from liability for defects. Only in urgent cases, e.g. a danger to industrial safety, and if the Supplier has been informed of such circumstances forthwith shall the Buyer be entitled to remedy the defect himself or have it remedied by third parties and to demand appropriate compensation for these costs from the Supplier. Of the direct costs incurred by the remedy and/or delivery of the replacement the Supplier shall bear the replacement part costs if the complaint was justified. All other costs are at the Buyer’s expense. Damages of any kind because of defective delivery, especially also compensation for a loss of profit, secondary damage, and any redhibitory action are hereby excluded. We are only liable for co-delivered external products as far as our Suppliers have assumed such. Any return of defective goods requires our prior consent and has to be c.p. The Buyer may only remedy the defects if the Supplier agrees. Any liability of the Supplier for repairs done by the Buyer or third parties without the Supplier’s consent is hereby excluded. The liability does not include compensation for further direct or indirect damage. We are not liable for parts subject to early usage because of their material condition.

8. Reservation of ownership
Ownership shall only be transferred to the Buyer if he has paid all our receivables arising from the contract of sale in question in full. Any acceptance of cheques and B/Es is for payment only; therefore, ownership will only be transferred when the debt is fully redeemed. Payment by cheque and a simultaneous establishment of a financing relationship shall not be deemed redemption. If the delivered goods or parts thereof are built into another object, this is without prejudice to our reservation of ownership; on the contrary, co-ownership on a pro-rata basis in terms of value is hereby agreed. Even if the Buyer has designated a certain receivable as redeemed, any payment is allocated to the oldest debt. The Buyer is entitled to process or sell the goods delivered under reservation of ownership in the ordinary course of business. However, he must not pledge them or assign them as security. If he sells or processes them, the Buyer hereby assigns to us for pro-rata collection all his invoiced receivables arising from the sale including all ancillary rights vis-a-vis third-party debtors. If the Buyer collects the assigned receivable himself this shall only be done in trust; the receivables collected for us have to be paid to us forthwith. At our request, the Buyer has to notify the subsequent buyers of this assignment and to give the information necessary for us to assert our rights vis-a-vis the subsequent buyer. The Buyer has to notify us forthwith of any distraint or infringement of our rights by third parties. In case the subsequent buyer does not pay cash forthwith, the Buyer has to reserve our extended ownership.

9. Payment
Payment is due 30 days after the date of the invoice net free. However, payment is due forthwith if the Buyer is in arrears regarding other receivables or we get to know of his financial situation having become unsafe through a petition for bankruptcy, an out-of-court or court settlement application, a B/E or cheque notice of dishonour, foreclosure or loss of a guarantor or any other incident pursuant to §321 BGB (Civil Code). In such a case we are entitled only to deliver against advance payment or withdraw from the contract. Down payments for ordered goods only have to be effected if listed in our order confirmation. Cash payment discounts are only granted if mentioned in our order confirmation. Deduction of discounts shall only be accepted if thus offset payables cover prior liabilities. Even if the Buyer has designated a certain receivable as redeemed, any payment is always allocated to the oldest debt. B/E payment has to be separately agreed. Cheques and B/Es are only accepted subject to honouring/encashment and only take effect upon such. Discount expenses are to be paid cash. B/Es drawn on secondary sites or abroad are not necessarily submitted in time and a notice of dishonour cannot necessarily be rendered in time. If the Buyer is in default of payment in excess of the 30 days given above, interest on arrears in the order of the usual bank interest rates have to be paid. The Buyer is not entitled to retain payment for counter-claims or set off such.

10. Drawings
The recipient must not make drawings and documents of our company known to any third party whatsoever. Any violation of this provision gives rise to full damages. Any drawing or document sent with an offer has to be returned is an order is not placed.

11. The place of fulfilment and jurisdiction for delivery and payment is Göppingen. The place of jurisdiction for all disputes arising from the contractual relationship is Göppingen. These terms and Conditions are subject to the laws of the Federal Republic of Germany exclusively.

12. The ineffectiveness of individual provisions is without prejudice to the applicability of the remainder of the contract of sale or delivery and these Terms and Conditions.