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General terms and conditions of delivery

To be used towards:

A person who acts while performing their industrial or independent professional activity (entrepreneur) upon conclusion of the contract.
Legal entities under public law or special assets under public law.

General information
1. All deliveries and services are made based on these terms and conditions and possible separate contractual agreements. These shall also apply for all future business relations, even if they are not expressly agreed once again.
2. A contract shall be deemed concluded – in the absence of special agreement – with the written order confirmation of the supplier.
3. Deviating conditions of the buyer, which the supplier does not expressly acknowledge in writing, shall not become a part of the contract even when the order is accepted.
Offers and conclusion of contract
1. All offers are without obligation and non-binding. In particular the prices with overruns in orders or shortfalls in orders can change.
2. The written order confirmation is solely decisive for the acceptance, the scope and the execution of the delivery. Deemed as order confirmation in the event of immediate placing of an order is also the delivery note or the goods invoice. Agreements reached telegraphically, by telephone or verbally, assurances or collateral agreements also require written confirmation in order to be valid. The representatives of the supplier are not authorized to agree any changes to the delivery and payment terms and conditions.
3. Drawings, diagrams, measurements, weights or other data in brochures, circulars, price lists, other publications or in the offers of the supplier and/or the relevant documents are only approximate information. They only then contain assurances if they have been described as such by the supplier.
4. Quality and measurements are determined according to the DIN norms or material sheets. Insofar as no DIN norms or material sheets exist or are available, the corresponding Euro norms shall apply, in the absence thereof the customary norms.
5. No special surface condition of the raw material, in particular no assurance that it is free from grease, is owed without an express agreement.
Delivery time, delay in delivery
1. All information about delivery times are only approximate and therefore non-binding. The date of the order confirmation is decisive for the begin of the delivery time. The observance of the delivery time presumes that all commercial and technical questions have been clarified between the contractual parties and the buyer has satisfied all obligations for which he is responsible, such as e.g. provision of documents which are to be made available, releases or the payment of a down payment. If this is not the case the delivery is extended by a reasonable period of time.
2. The observance of the delivery period is subject to the correct and timely self-delivery. The supplier shall inform about any indications of any delays as soon as possible.
3. The delivery time shall be extended by a reasonable period of time – also within a delay in delivery – in case of force majeure, measures within the framework of industrial disputes and other events which are outside of the sphere of influence of the supplier. The supplier shall inform the buyer as soon as possible about the begin and end of such impediments.
4. In case of subsequent changes to the contract, which may influence the delivery period, the delivery period is extended to a reasonable extent.
5. The delivery period is observed if the delivered object has left the supplier’s plant or notification has been given that the goods are ready for despatch before it expires. Insofar as acceptance is to be carried out – except in the case of justified refusal of acceptance – the acceptance date shall be decisive, alternatively the notification that the goods are ready to be accepted.
6. If the despatch is delayed at the request of the buyer he shall be charged the costs incurred through the storage, with storage in the supplier’s plant at least however 0.5% of the invoice amount for each month beginning one month after notification that the goods are ready for despatch. The supplier is also entitled, after setting a reasonable deadline and this reasonable deadline has expired unsuccessfully, to dispose otherwise of the delivered object and supply the buyer with a reasonable extended deadline.
7. If the supplier is in default and if the buyer suffers damages through this he shall be entitled to demand a flat rate compensation for default. It amounts for each full week of the delay to 0.5%, in total however a maximum of 5% of the value of that part of the total delivery, which can not be used in time or not as per contract as a result of the delay. If the buyer sets the supplier a reasonable deadline for performance after due date – by considering the statutory exceptions – and if the deadline is not observed, the buyer is entitled to cancellation within the framework of the statutory regulations. Further claims from the delay in delivery are exclusively determined according to Section IX.2.
Right of cancellation
1. If the supplier is prevented from satisfying his obligations through the occurrence of unforeseeable circumstances, which he was not able to avoid despite showing the reasonable care and attention according to the circumstances of the case, no matter whether the impediments occurred in the supplier’s plant or at his sub-suppliers, e.g. interferences to operation, delays in the delivery of essential raw materials, and if the delivery is thus rendered impossible, he shall be released from the delivery obligation, without any claims for damages of the buyer. The same shall also apply in the event of strike and lock-out.
2. The buyer can cancel the contract without setting a deadline if the whole delivery is finally deemed impossible for the supplier before passing of the risk. The buyer can in addition cancel the contract if the execution of a part of the delivery is impossible in case of an order and he has a justified interest in refusing the part delivery. If this is not the case the buyer must pay the contractual price relating to the part delivery. The same shall apply with incapacity of the supplier, incidentally section IX.2 shall apply. If the impossibility or the incapacity occurs during the delay in acceptance or if the buyer is solely or to a large extent responsible for these circumstances, he is still obliged to the consideration.
Passing of risk, acceptance and despatch
1. The risk shall pass to the buyer when the delivered object has left the plant of the supplier and indeed also if part deliveries are made or the supplier has assumed other services, e.g. the despatch costs or delivery. Insofar as an acceptance is to be carried out, this shall be decisive for the passing of risk. It must be carried out immediately on the acceptance date, alternatively after notification of the supplier that the goods are ready for despatch. The buyer may not refuse the acceptance in case of an insignificant fault.
2. If the despatch or the acceptance is delayed or omitted owing to circumstances, beyond the control of the supplier, the risk shall pass to the buyer from the date of notification that the goods are ready for acceptance or despatch. From the same date the buyer shall be liable for any damages which may be suffered by third parties. The supplier undertakes to take out the insurances at the costs of the buyer, which he requests.
3. The supplier shall always despatch at the risk of the buyer, even in case of postage paid deliveries and even with transport with own vehicles of the supplier. Upon request of the buyer the consignment shall be insured at his costs by the supplier against theft, breakage, transport, fire and water damages and other insurable risks.
4. Route, type and means of despatch are, insofar as no instructions of the buyer are available, at the discretion of the supplier under the exclusion of the liability and without guarantee for the cheapest transport.
5. Part deliveries are permitted, insofar as reasonable for the buyer.
6. Excess deliveries up to 10% and shortfalls in deliveries up to 5% are permitted.
Price, packaging and payment
1. In the absence of a special agreement the prices stated in the order confirmation are deemed ex works including loading in the plant, however not including packaging and unloading. The applicable rate of value added tax shall be added to the prices. The prices are subject to the quantities calculated and specified in the offer.
2. The goods are principally made available unpacked and without protection against corrosion. Packaging or protective measures are only carried out at the request of the buyer. Such measures or packaging are calculated at cost price. Complaints owing to faulty packaging are excluded.
3. Costs for taking back and disposing of the packaging are not included in the price and shall be charged according to requirements.
4. In the absence of special agreement the payment is to be made within 30 days after invoice date net or within 10 days with 2% cash discount. Payments for subcontracting work must be made immediately net.
5. The buyer shall only be entitled to the right to retain payments or set-off against counter claims if his counter claims are undisputed or have been declared final and absolute.
6. Release orders are in case of doubt to be called no later than within one year after the order is placed. In case the release order is not accepted in full, the supplier is entitled to demand a surcharge for reduced quantity. In case of regular delivery allocations the buyer must announced a planned discontinuation of the part as soon as possible – at least however 6 months before discontinuation. Otherwise he must reimburse any material and production work planned in advance.
Reservation of title
1. The supplier reserves the title to the delivered object until the receipt of all payments under the delivery contract, in case of regular business relationship until the receipt of all payments from the business relationship. Deemed as payment is the receipt of the counter value.
2. Processing or conversion of goods delivered by the supplier which are still his property is always made on his behalf, however without any obligation for the supplier. If his title expires through combination, then it is agreed now already that the co-ownership to the uniform object shall pass to the supplier pro rata of the value (invoice value). The buyer shall store the co-ownership of the supplier in safekeeping free of charge and with the due commercial care and attention.
3. The buyer hereby now already assigns all claims to which he is entitled including balance claims from current account agreements, from a sale, a processing or combination of the goods delivered by the supplier to the supplier; this also applies for claims of the buyer from any other legal grounds (insurance, illicit act, etc.) regarding the reserved goods. The assignment is limited respectively to the amount of the delivery value of the goods delivered by the supplier according to his invoices. Without it requiring any further special declarations, the buyer hereby assigns at the same time in the ratio of the value of the claims and rights assigned to the supplier within the framework of the extended reservation of title all security rights to which he is entitled against his customers to the supplier; insofar as this is not possible, the buyer will allow the supplier to participate pro rata in the internal relationship. This also applies for the rights of the buyer towards his end customers to demand the granting of a security mortgage on a building property. The supplier accepts the assignments. The supplier authorizes the buyer revocably to collect the claims assigned to the supplier for his account in own name. As soon as the buyer does not satisfy an obligation towards the supplier, the buyer shall upon request of the supplier disclose the assignment and provide the supplier the necessary information and documents. The supplier is also entitled to directly inform the debtors of the buyer about the assignment and request these to pay to the supplier. The same shall apply for possible security rights transferred or assigned to the supplier.
4. If the buyer’s customer has effectively excluded the assignment of claims against himself, then the buyer and the supplier shall place each other in the internal relationship in the position as if the afore-mentioned claims which were assigned to the supplier in advance, no matter of what kind, had been effectively assigned to the supplier. The supplier is authorized by the buyer to assert the claims in his name for the account of the supplier, as soon as the buyer is no longer entitled to collect the claim in own name according to the following regulation.
5. The delivered goods may neither be pledged nor handed over as security without the consent of the supplier. In case of interventions of third parties to the reserved goods the buyer shall point out the property of the supplier, inform him immediately and provide him the necessary help for safeguarding his rights. Insofar as the third party is not in the position or obliged to reimburse the supplier the thus incurred judicial or extrajudicial costs, the buyer releases the supplier from such costs.
6. In case of conduct of the buyer which is contrary to the contract – in particular with default of payment – the supplier is entitled to take the delivered object back after prior warning and the buyer is obliged to hand this over.
7. Owing to the reservation of title the supplier can only demand the delivered object be handed over if he has cancelled the contract.
8. The application for opening the insolvency proceedings over the assets of the buyer entitles the supplier to cancel the contract and to demand that the delivered object is returned immediately.
9. If the value of the securities existing for the supplier exceeds his claims by a total of more than 10% then the supplier is obliged upon request of the buyer to insofar release securities of his choice.
Warranty claims
The supplier shall assume warranty for defects of title and quality of the delivery under the exclusion of further claims – subject to Section IX as following:

Defects of quality:
1. All those parts are to be subsequently improved or replaced by faultless parts free of charge at the choice of the supplier, which turn out to be faulty as a result of a circumstance existing before passing of the risk. The responsibilities for inspection and complaint are oriented to § 377 HGB. Complaints must be made in writing immediately. Insofar as the supplier takes measures for minimizing the damages or enters into negotiation owing to a report fault, this is not deemed a either an acknowledgement or a waiver of the objection of the complaint which was not made on time.
2. Replaced parts will become the property of the supplier.
3. The buyer must give the necessary time and the opportunity after coordination with the supplier for undertaking all subsequent improvements which appear necessary for the supplier and provide replacement deliveries; otherwise the supplier is exempted from the liability for the ensuing consequences. Only in urgent cases to prevent disproportionately larger damages, whereby the supplier is to be informed immediately, shall the buyer be entitled to correct the fault personally or have this corrected by third parties and demand reimbursement of the necessary expenses from the supplier.
4. Insofar as a complaint turns out to be justified, the supplier shall bear the costs incurred through the subsequent improvement or replacement delivery, insofar as this is not deemed as unreasonable burden for the supplier.
5. The buyer is entitled to cancel the contract within the framework of the statutory regulations if the supplier – by taking into account the statutory exceptions – allows a reasonable deadline set for him for subsequent improvement or replacement delivery owing to a defect of quality to pass without success. In case of just an insignificant defect, the buyer is merely entitled to reduce the contractual price. The right to reduction of the contractual price remains otherwise excluded. Further claims are determined according to Section IX. 2 of these provisions.
6. The supplier in particular assumes no warranty in the following cases: Unsuitable or improper use, faulty assembly or processing by the buyer or third parties, natural wear and tear, faulty or negligent treatment, chemical, electrochemical or mechanical influences, insofar as they are not the responsibility of the supplier.
7. If the buyer or a third party incorrectly improves the goods, the supplier assumes no liability for the ensuing consequences. The same applies for any changes to the delivered object undertaken without the prior consent of the supplier.
Defects of title:
1. If the use of the delivered object leads to the infringement of industrial property rights or copyrights at home, the supplier shall at his costs principally procure the right for the buyer for the further use or modify the delivered object to an extent which is reasonable for the buyer and so that the infringement of the property right no longer exists.
  If this is not possible at reasonable economic conditions or within a reasonable period of time, the buyer is entitled to cancel the contract. Under the stated conditions the supplier is also entitled to cancel the contract.
  In addition, the supplier shall release the buyer from undisputed claims or claims of the holder of the property right which are declared final and absolute.
2. The obligations of the supplier stated in Section VIII.8 are subject to Section IX.2 for the event of the infringement of the property right or copyright conclusive and only exist if
  - the buyer informs the supplier immediately of asserted infringements of property rights or copyrights,
  - the buyer supports the supplier to a reasonable extent in defending the asserted claims or enables the supplier to carry out the measures for modification stated in Section VIII.7,
  - the supplier reserves the right to all measures for defence, including regulations of extra-judicial nature,
  - the defects of title are not due to instructions of the buyer and
  - the infringement of the right was not caused by the fact that the buyer changed or used the delivered object contrary to the contract, in particular through processing.
Liability
1. If the delivered object cannot be used by the buyer as per contract through the fault of the supplier as a result of omitted or faulty execution of proposals and consultancies before or after conclusion of the contract or through the breach of other contractual secondary obligations, then the regulations of Sections VIII and IX.2 shall apply accordingly under the exclusion of further claims of the buyer.
2. The supplier shall be liable for any damages, which were not incurred to the delivered object itself, no matter for what legal grounds only
  1. in case of wilful intent,
  2. in case of gross negligence of the bodies or executives,
  3. in case of culpable injury to life, body or health,
  4. in case of defects, which he maliciously did not disclose or of which he guaranteed the absence,
  5. in case of defects to the delivered object insofar as liability is assumed according to the Product Liability Act for personal injuries or property damages to privately used objects.
3. In case of culpable breach of essential contractual duties the supplier shall also be liable with gross negligence of non-executive employees and with slight negligence, in the latter case limited to the reasonably foreseeable damages which are typical for the contract.
4. Further claims are excluded.
Statute of limitations
All claims of the buyer – no matter for what legal grounds – shall become statute-barred in 12 months. The statutory deadlines shall apply for claims for damages according to Section IX.2 a-e.
Special terms and conditions for punched sheet plates.
1. If sheet plates are processed according to drawings, descriptions or samples etc, of the buyer, then he assumes the warranty that no property rights or copyrights of third parties are infringed through the processing in the planned execution.
2. The supplier shall not be liable if slight rust film forms on the parts as a result of their degreasing and if sheet metals from 80 kg strength have tears owing to the processing, further if fine holes are caused during the full bath galvanization with a zinc film.
3. The supplier shall not be liable if smaller imperfections are detected in case of punching on borders.
4. If the buyer provides the material that the supplier is to process therefore this is deemed subcontracting work for the supplier then the following provisions shall apply in addition:
  1. The buyer must provide the material carriage paid and free of charge.
  2. In case faults to the material lead to increased production costs with the supplier, he may increase the price by a reasonable amount. The waste and cuttings occurring during subcontracting work is taken into account when calculating the price. Therefore, it is not remunerated separately and shall pass to the property of the supplier.
  3. Waste through subcontracting work of plastics shall be sent to the buyer at his costs.
  4. In case of justified complaints the supplier shall be liable with a maximum amount of the remuneration charged by him. Additional claims – in particular for the delivered material – shall only be recognised by the supplier if he has promised a further liability in advance in writing.
Place of performance, place of jurisdiction, applicable law
1. Place of performance for all obligations under the contractual relationship is the registered seat of the supplier.
2. Place of jurisdiction is the court of jurisdiction for the registered seat of the supplier. The supplier is however entitled to file action at the headquarters of the buyer.
3. The decisive right of the Federal Republic of Germany for the legal relations of domestic parties to each other shall apply exclusively for all legal relations between the supplier and the buyer.
4. In case of overseas business the application of §§ 305 – 310 BGB [German Civil Code] is also excluded.

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General terms and conditions of delivery