Terms & Conditions

Terms & Conditions

General terms and conditions of business

General Terms and Conditions of Sale and Delivery of the company
Westfälische Metall-Locherei Franz Fahl GmbH 
(Status: 10/2019)
Area of application:
in dealings with
-  Entrepreneurs, Section 14 BGB (German Civil Code); 
-  legal persons under public  law/special public assets in accordance with Section 310
hereinafter jointly referred to as the “Buyer”.

I.  General
1.  These conditions (and contractual agreements that may be entered into separately) form 
the basis for all deliveries and services and also  apply to all future business relations, 
including if they are not expressly agreed upon again.
2.  The  Buyer’s  (purchasing)  conditions  to  the  contrary  that  are  not  expressly 
acknowledged in writing shall not be deemed the content of the contract in the case of
acceptance of the order either and shall not apply tacitly. By way of placing an order 
the Buyer acknowledges these General Terms and Conditions of Sale and Delivery.
3.  These conditions also apply to all future business transactions entered into with the 
Buyer provided they involve legal transactions of a similar kind and updated conditions 
do not apply. 

II.  Offers and entering into contracts
1.  All offers are subject to change without notice and are non-binding provided nothing to 
the contrary is agreed upon in writing.
2.  In the absence of a separate agreement, a contract shall be brought about by way of the 
Supplier’s  written  order  confirmation.  Where  an  order  is  to  be  considered  an  offer 
(Section 145 BGB), this can be accepted within 2 weeks.
3.  Orders have binding force for the Buyer. Solely the written order confirmation shall be 
authoritative for the acceptance, scope and performance of the delivery provided the 
Buyer does not object in writing without delay. This applies, in particular, to verbal 
orders. Offers that amend or supplement orders shall therefore similarly be subject to 
written  confirmation.  Agreements,  assurances,  supplementary  information  or 
subsidiary agreements entered into or made by telegram, telephone, e-mail or verbally 
shall also be subject to written confirmation in order to be deemed valid. 
4.  The documents that are part of the offer state approximate values provided they are not 
stated as having binding force. Ownership rights and copyrights are reserved for all 
documents  issued  to  the  Buyer  in  conjunction  with  the  order  such  as  drawings, 
diagrams, calculations, cost estimates and technical picture material. They may not be 
disclosed to third parties without written approval. Such documents are to be returned 
in  the  event  that  a  contract  is  not  brought  about.  On  request  they  are  also  to  be 
surrendered if they are no longer required by the Buyer during the course of ordinary 
5.  Design variations that are customary in the market (e.g. as a result of technical progress) 
and do not have a detrimental effect on purpose of use (e.g. colour variations or form 
changes) are reserved.
6.  Quality  and  measurements  are  determined in  accordance  with  the  DIN  standards  or
material  data  sheets.  Where  DIN  standards  or  material data sheets  are not  available
or  in  place,  the  corresponding  Euro  standards  shall  apply  and  in  the  absence
of these the customary practice shall apply.
7.  Without  an  express  agreement,  no  special
surface quality of the basic material, in particular grease-free, is required. 

III.  Prices and payments
1.  In the absence of a separate agreement, the prices stated in the order confirmation are 
to be understood as ex works and include loading but exclude packaging,  unloading and 
customs duties.  Turnover tax in the respective, statutory amount is to be added to the 
prices. On request, transport insurance can be taken out to cover the delivery. The costs 
shall be borne by the Buyer.
2.  As  a  general  rule,  the  goods  shall  be  made  available  unpacked  and  without
corrosion protection. Packaging or protective measures shall only be provided/adopted
at  the  Buyer's  express  request.  Such  measures  or
packaging  shall  be  charged  at  cost  price.  Complaints  regarding
inappropriate packaging are excluded.
3.  In  the  absence  of  a  separate  agreement,  amounts  are  to  be  transfer red  to  the  stated 
business bank account as follows:
within 30 days following the invoice date without any deductions or within 10 days at 
a  2% trade  discount.  Payments  for  hired  work  are  to  be  made  immediately  without 
4.  The  prices  valid  on  the  delivery  day  are  authoritative  for  the  pricing  provided  no 
agreement  has  been  entered  into  regarding  fixed  prices.  Reasonable  and  acceptable 
price changes are reserved regarding changed wage, material and distribution costs for 
deliveries that are made 6 months or later after entering into a contract, and in the event 
of considerable exchange rate fluctuations.
5.  Default interest shall be charged at 9 percentage points above the base-lending rate in 
accordance with Section 288, sub-section 2, BGB. We reserve the right to assert a claim 
for specific damage caused by delay.
6.  The Buyer shall only be entitled to withhold payments or set off using counter-claims 
insofar  as  the  Buyer’s  counter-claims  are  undisputed  or  have  become  res  judicata. 
Warranty claims that are lodged do not impede the due date of our claim. If it becomes 
clear  after  entering  into  the  contract  that  our  claim  for  counter-performance  is 
jeopardised as a result of lacking inability to pay, the immediate provision of security 
or payment (Section 321 BGB) may be requested.
7.  The  right  shall  remain  in  place  to  secure  deliveries  via  credit  insurance  and  make 
available to the insurer the Buyer’s data and the order required in that respect.
8.  In the case of doubt, call off orders are to be called off at the latest within one year after
an  order  is  placed.  If  the  call-off  order  is  not  accepted  in  full,
the  Supplier  shall  have  the  right  to  request  a  minimum  quantity
surcharge. In the case of ongoing delivery divisions, the Buyer must provide notification 
of the  envisaged phase out of a part as soon as possible  –  at least however 6 months 
prior to the phase out. Otherwise, the Buyer is to provide compensation for pre-planned 
material and production costs.

IV.  Delivery periods, default in delivery
1.  Any details about delivery times are only approximate, and are therefore non-binding. 
The date of the order confirmation is authoritative for the start of the delivery time 
provided  nothing to  the contrary is agreed upon (e.g. from receipt of payment of t he 
advance payment). Compliance with the delivery time is conditional on the fact that all 
commercial and technical matters between the contracting parties have been clarified, 
and  the  Buyer  has  honoured  all  its  obligations  such  as  providing  all  the  necessary 
certificates or licenses or making an advance payment. If this is not the case, the delivery 
time shall be extended accordingly. In the event of failure to comply with the delivery 
time that is the Supplier's responsibility, the Buyer may request, following expiry of the 
non-binding stated delivery date, performance in writing and for its part set a reasonable 
delivery period which, however, must be at least 4 weeks. 
2.  Compliance with a stated delivery period is subject to correct and timely self-supply.
Notification shall be given as soon as possible of delivery delays once knowledge of 
such delays is gained.
3.  The delivery time shall be extended accordingly – including during default in delivery 
– for example in the event of force majeure, measures as part of industrial action, a lack 
of energy or other events that are beyond the Supplier's sphere of influence. The supply 
obligations shall be suspended for the duration of the disruption. The Buyer shall be 
notified as soon as possible of the start and end of such hindrances. Claims for damages 
are excluded.
4.  In the case of subsequent amendments to the contract that may have an effect on the 
delivery period, the delivery period shall be extended by a reasonable period.
5.  The delivery period shall be deemed complied with if the delivery item has left the 
Supplier's  plant,  or  notification  of  readiness  for  dispatch  is  given,  by  expiry  of  the 
delivery period. Insofar as acceptance applies, the acceptance date shall be authoritative, 
alternatively notification of readiness for acceptance given to the Buyer  –  apart from 
cases of justified refusal to accept.
6.  If shipping, or the acceptance, is delayed at the Buyer’s request for reasons that are the 
Buyer's responsibility, the Buyer shall be charged for the costs arising as a result of the 
storage, starting one month following notification of readiness to deliver, in the case of 
storage at the Supplier's plant at least, however, 0.5 % of the invoice amount for each 
month. The Supplier is also entitled, after setting and the expiry in vain of a reasonable 
period, to otherwise dispose of the delivery item and thereupon supply the Buyer by 
way of an appropriately extended period.
7.  If the Buyer sustains damage as a result of the default in delivery, the Buyer shall be 
entitled  to request flat-rate compensation for default by way of exclusion of furtherreaching claims for damages. It shall be 0.5 % of the value of the part of the overall 
delivery that cannot be used in good time or not as per agreement, overall however at 
most 5 %, for each week that lapses in which the default applies. 
8.  The Buyer shall review and acknowledge receipt of the delivery documents. Where 
applicable, objections are to be made without delay in writing. Otherwise the delivery 
shall be deemed acknowledged.

V.  Right of withdrawal
1.  If the Buyer sets a period for performance following the due date  – with consideration 
given to the statutory exceptional cases  –  and if the period is  not honoured, the Buyer 
shall  be  entitled  to  withdraw  as  part  of  the  statutory  requirements.  The  Buyer 
undertakes, at the Supplier’s request, to state whether or not it intends to make use of 
its right of withdrawal. In other respects, Section IX applies.
2.  The  Buyer  may  withdraw  from  the  contract  without  setting  a  period  if  the  entire 
performance ultimately becomes impossible prior to the passing of risk. In addition, 
the Buyer may withdraw from the contract if, in the case of an order, performing part 
of a delivery becomes impossible and the Buyer has a justified interest in rejecting the 
partial  delivery.  If  this  is  not  the  case,  the  Buyer  is  to  pay  the  contractual  price 
attributable to the partial delivery. The same applies in the event of inability to perform. 
If the impossibility, or inability to perform, occurs during a default in  acceptance, or if 
the Buyer is solely or largely responsible for these circumstances, the Buyer continues 
to undertake to provide counter-performance.
3.  If  honouring  the  contractual  delivery  obligations  is  temporarily  hindered  by  the 
occurrence of unforeseeable circumstances, in particular “force majeure”  – regardless 
of  applying  acceptable  care  in  accordance  with  the  circumstances  of  the  case, 
irrespective of whether or not the hindrances have occurred at the plant or at suppliers’ 
premises (e.g. operational disruptions, strikes/lock-outs, delays in delivery of key raw 
materials, lack of energy or breakdown in the means of transport etc.), the delivery 
obligation shall cease to apply without the Buyer being able to claim for damages. In 
that case, the Buyer shall only be entitled to withdraw from the contract if the delay is 
unacceptable for the Buyer.

VI.  Passing of risk, acceptance and shipping
1.  Risk shall pass to the Buyer at the start of loading the delivery item, including in the 
case of partial deliveries or if the Supplier has assumed other services such as shipping 
costs or delivery and set-up. Insofar as acceptance has been agreed upon, it shall be 
authoritative  for  the  passing  of  risk.  It  must  be  carried  out  without  delay  on  the 
acceptance  date,  or  following  notification  of  readiness  for  acceptance  (within  7 
wokdays).  The  Buyer  may  not  refuse  acceptance  on the  grounds  of  an insignificant 
defect. If the Buyer fails to accept or refuses to accept irrespective of the setting of an 
additional  period,  claims  for  damages  may  be  asserted  for  non-performance  and/or 
withdrawal from the contract in full or in part may apply.
2.  If the shipping or acceptance are delayed or are not provided as a result of circumstances 
that are not the Supplier's responsibility, risk shall pass to the Buyer from the day of 
notification of readiness for shipping or acceptance. From the same time, the Buyer 
shall be liable for damage that third parties may sustain. An assurance is made to enter 
into the insurance policies, at the Buyer’s cost, requested by the Buyer.
3.  Shipping shall at all times apply at the Buyer’s risk, including in the case of deliveries 
without  charge  and  in  the  event  of  transportation  by  way  of  plant  vehicles.   In  the 
absence of instructions issued by the Buyer, the shipping route, shipping type and the 
means of shipping shall apply at the Supplier's discretion by way of exclusion of liability 
and without guaranteeing the most cost-effective transport.
4.  Partial deliveries are permitted provided these are acceptable for the Buyer.
VII.  Warranty claims/guarantee
1.  The Buyer is to inspect the goods without delay following delivery, and in that respect 
similarly  without  delay  (within  1  week  following  acceptance)  provide  written 
notification of identified defects and lodge a complaint. The obligations to inspect and 
provide notification of defects are based on Section 377 HGB (German Commercial 
Code). The Supplier shall be granted the opportunity to record and review the defects 
about  which  a  complaint  has  been  lodged.  The  delivery  item  shall  initially  not  be 
altered/processed/surrendered to third parties.
Insofar  as  measures  are  adopted  to  minimise  damage  or  enter  into  negotiations 
regarding a defect for which notification has been provided, this shall neither be deemed 
an acknowledgement of or waiving an objection to a fault for which notification is not 
provided in good time. 
2.  Parts that prove to be faulty as a result of circumstance that occurs prior to the passing 
of risk shall be subsequently improved at the Supplier's discretion, or shall be replaced 
with parts free of faults. Replaced parts shall become the Supplier's property. In the case 
of  a  replacement  delivery,  the  Buyer  is  to  return  the  faulty  item  to  the  Supplier  in 
accordance with the statutory requirements.
3.  Following  an  agreement,  the  Buyer  is  to  make  available  the  necessary  time  and 
opportunity to perform any required improvements and replacement deliveries in the 
case of a justified notification of defects. Otherwise, the Supplier shall be released from 
the  liability  for  the  resulting  consequences.  Only  in  urgent  cases  to  ward  off 
disproportionately serious damage, or risk to operational safety, whereby the Supplier 
is to be notified immediately, shall be Buyer be entitled to rectify the defect itself or 
make arrangements to have it rectified by a third party and request compensation for 
the  required  expenses.  Where  items  are  subsequently  improved  or  replacement 
deliveries are provided as part of the guarantee, this shall not result in a new start of the 
warranty obligation. Multiple subsequent improvements are permitted.
4.  Insofar as a complaint proves justified, the Supplier shall only carry the costs that apply 
as a result of the subsequent improvement or replacement delivery insofar as such costs 
do not lead to a disproportionately high burden. Of the direct costs that arise as a result 
of  the  subsequent  improvement  or  the  replacement,  we  shall  carry  the  cost  of  the 
replacement, including the shipping to the originally agreed place of delivery. Potential 
costs of bringing an item to a location other than the delivery location shall be borne by 
the Buyer. 
5.  The  expenses  required  for  the  review  and  subsequent  performance,  in  particular, 
transportation, transport, work and material costs and, where applicable, dismantling 
and installation costs, shall be borne or compensated by the Supplier in accordance with 
the statutory regulation if a defect actually applies. However, the Supplier reserves the 
right in the case of subsequent improvement to perform dismantling and i nstallation 
that may be necessary. The Supplier shall only be required to pay the dismantling and 
installation costs if the Supplier allows a reasonable period set by the Buyer to lapse in 
vain or if the setting of a period can be dispensed with. If a defect does not actually 
apply,  the  Supplier  may  request  that  the  Buyer  provide  compensation  for  the  costs 
resulting  from  the unjustified request for rectification of a defect (in particular review 
and transport costs) unless the lacking faulty nature was unrecognisable for the Buyer.
6.  As part of the statutory requirements, the Buyer shall be entitled to withdraw from the 
contract  if  the  Supplier  allows  a  reasonable  period  set  for  us  for  the  subsequent 
improvement  or  replacement  regarding  a  material  defect  to  lapse  in  vain  –  with 
consideration given to the statutory exceptional cases. If merely an insignificant defect 
applies, the Buyer shall merely be entitled to reduce the contract price. Otherwise, the 
right to reduce the contractual price shall remain excluded. Additional claims shall be 
determined in accordance with Section IX. of these conditions.
7.  If  the  Buyer  justifiably  withdraws  from  the  contract  or  justifiably  requests 
compensatory damages instead of performance, the Supplier undertakes to dismantle 
and  remove the supplied, faulty, item insofar as the Buyer had already installed it. On 
request,  the  Buyer  perform  the  dismantling  work.  In  such  a  case  the  Supplier  shall 
compensate the Buyer for the costs incurred in that respect only, however, insofar as 
they  are  the  Buyer’s  costs  without  profit.  If  the  Buyer  commissions  a  third  party 
company to perform the dismantling and/or removal, the costs arising in this respect 
shall only be compensated if the Buyer has previously set a reasonable additional period 
for the Supplier and it lapses in vain unless the subsequent period can be dispensed with 
in accordance with the statutory requirements. 
8.  The  Supplier  does  not,  in  particular,  provide  any  guarantee  in  the  following  cases: 
usefulness of the goods for the purpose intended by the Buyer unless the usefulness was 
expressly confirmed as per agreement; unsuitable or inappropriate use; faulty assembly 
or processing/maintenance by the Buyer or third parties; installation of external parties, 
natural wear-and-tear; excessive use/wear-and-tear (all moving parts, actuation, tools; 
standard  is  one-shift  operation),  faulty  or  negligent  handling;  chemical,  electrochemical or mechanical influences provided they are not our responsibility. Variations 
in terms of weight, colour, measurements and quantity that are customary in the trade 
do not constitute defects. 
9.  Characteristics shall only be deemed warranted if they are expressly stated as such in 
the  contract.  No  guarantee  is  provided  for  information,  legal  advice  and  refer ences 
regarding potential performance features, areas of application and application options 
and the like unless these have been assured in writing. Verbal details and details set out 
in the documents do not contain any assurances. They are merely intende d as for the 
specification.  Where  the  materials  to  be  used  by  the  Supplier  are  specified  in  the 
contract, this only guarantees the specification and not the suitability of the materials 
for the contractual purpose. The Supplier only undertakes to provide references in the 
case of the obvious unsuitability of materials. The Buyer is to obtain information about 
potential export provisions and government regulations.
10.  In the case of used goods, a guarantee is excluded unless the Supplier maliciously or 
gross negligently conceals defects.
11.  The  Buyer's  claims  under  a  right  of  recourse  against  the  Supplier  shall  only  apply 
insofar  as  the  Buyer  has  not  entered  into  agreements  with  its  customer  that  extend 
beyond the statutory warranty claims.
12.  If  the  Buyer,  or  a  third  party  commissioned  by  the  Buyer,  makes  inappropriate 
subsequent improvements, the Supplier shall not assume any liability for the resulting 
consequences.  The same applies to alterations made to the delivery item without our 
prior approval.
13.  If using the delivery item violates industrial proprietary rights or copyrights at home, 
the Supplier shall, at its cost, as a matter of principle bring about the right for further 
use or modify the delivery item in a manner that is acceptable for the Buyer such that 
the  violation  of the proprietary  right no longer applies.  If  this is  not  possible under 
reasonable economic conditions or cannot be established within a reasonable period, 
the Buyer shall be entitled to withdraw from the contract. Under the stated preconditions 
the  Supplier  shall  also  be  entitled  to  withdraw  from  the  contract.  In  addition,  the 
Supplier shall render the Buyer exempt from undisputed or res judicata claims of the 
affected proprietary right holder.
14.  The Supplier's obligations set out in Section VIII.13 are, subject to Section IX. in the 
event of property right or copyright violation, conclusive and only apply if the Buyer 
informs the Supplier without delay of the asserted claims regarding the violation of 
property right and copyrights, the Supplier adequately supports the Supplier in warding 
off the asserted claims or enables the Supplier to perform the modification measures 
stated in Section VIII.12, the Supplier remains able to adopt all warding off measures, 
including regulations that apply on an out-of-court basis, the defect in title is not based 
on an instruction issued by the Buyer and the infringement of a right is not caused by 
the fact that the Buyer has altered the delivery item, in particular by way of processing, 
or used it in a manner that is not as per agreement. 

VIII.  Reservation of title
1.  Ownership  of  the  delivered  item  is  reserved  up  until  payment  in  full  of  all  claims 
resulting from the delivery contract. This also applies to all future deliveries, including 
if we do not expressly cite this at all times. The object of sale may be taken back if the 
Buyer acts in breach of contract (in particular in the case of default in payment).
2.  As long as ownership has not yet passed to the Buyer, the Buyer undertakes to treat the 
object of sale with due care. The Buyer undertakes, in particular, insure the object of 
sale at its own cost against burglary, fire and water damage, and any other damage with 
adequate cover at replacement value. If the Buyer fails for furnish proof of insurance at 
the Supplier's request, the Supplier shall be entitled to insure the delivery item at the 
Buyer’s cost. If maintenance and inspection work needs to be performed, the Buyer is 
to perform such work in good time at its own cost. 
3.  The Buyer is entitled to sell the reserved goods during the course or ordinary business 
activities. The Buyer assigns at this point in time to the Seller claims against the buyer 
from the sale of the reserved goods (including balance claims from current account 
agreements, from the sale, processing and finishing/blending of the supplied goods, in 
the sum of the agreed invoice final amount (including value added tax). This applies 
equally  to  the  Buyer’s  claims  regarding  the  reserved  goods  based  on  another  legal 
reason (insurance or unlawful acts etc.). This assignment applies irrespective of whether 
or  not  the  object  of  sale  is  sold  without  or  after  processing.  The  Buyer  retains  the 
authorisation to collect the claim following the assignment. This does not affect the 
Supplier’s authority to collect the claim. However, the Supplier shall not collect a claim 
as  long  as  the  Buyer  honours  its  payment  obligations  resulting  from  the  collected 
proceeds, does not default in payment and in particular an application has not been filed 
for the institution of insolvency proceedings or payment is not discontinued. As soon 
as  the  Buyer  fails  to  honour  a  contractual  obligation,  the  Buyer  shall,  on  request, 
disclose the assignment and furnish the necessary information and documents.
4.  If a customer of the Buyer has effectively excluded the assignment of claims against it, 
the Buyer and Supplier shall, by way of internal dealings, render each other such as if 
the above-mentioned claims assigned in  advance had been effectively assigned to the 
Supplier. The shall be authorised by the Buyer to assert the claims in the Buyer’s name 
and on the Buyer’s account as soon as the Buyer is no longer entitled, in accordance 
with the above regulation (sub-paragraph 3) to collect the claim in its own name.
5.  The processing and finishing/conversion of the object of sale by the Buyer shall apply 
at all times on behalf of the Supplier without this resulting in liabilities.  Insofar as the 
object of sale is processed of mixed with items that are not our property, the Supplier 
shall acquire the co-ownership of the new item in the proportion of the objective value 
of  the  reserved  object  of  sale  to  that  of  the  other  processed  items  at  the  time  of 
processing/mixing. Insofar as the blending/mixing occurs such that the Buyer's item is 
to considered the primary item, it is deemed agreed upon that the Buyer shall assign to 
the Supplier proportionate co-ownership, and shall store the sole property or jointly 
owned property created in this manner on the Supplier's behalf. If acquisition of (joint) 
ownership is legally prevented, alternatively the Buyer shall assign  its compensatory
claim to the Supplier. To safeguard our claims against the Buyer, the Buyer also assigns 
to the Supplier the claims to which it is entitled against a third-party as a result of the 
blending of the reserved goods with a plot of land. The Supplier accepts this assignment.
6.  To properly honour the Buyer’s liabilities, the Supplier is entitled to request reasonable 
securities. The Supplier undertakes, at the Buyer's request, to release  the securities to 
which  it  is  entitled  insofar  as  the  value  of  such  securities  exceeds  the  claims  to  be 
secured by more than 20 %.
7.  The supplied goods may neither be pledged nor assigned by way of security without 
approval. In the case of third party intervention regarding the reserved goods, the Buyer 
shall draw attention to this party's ownership, notify the Supplier without delay and 
provide any assistance necessary to safeguard the rights. Where the third party is not in 
a position to, or has undertaken  to provide compensation for the court or out-of-court 
costs arising in that respect, the Buyer shall render the Supplier exempt from such costs.
8.  In the case of acts in breach of contract by the Buyer –  in particular in the case of default 
in payment – and in the case of lacking creditworthiness, separation of property may be 
requested without delay. The Supplier shall be entitled to take back the delivery item 
and the Buyer undertakes to surrender. The Buyer grants the Supplier, or its authorised 
representative, access to collect and take away. 
9.  The  application  for  the  institution  of  insolvency  proceedings  regarding  the  Buyer's 
assets shall entitle the Supplier to withdraw from the contract and request the immediate 
return of the delivery item.

IX.  Liability
1.  If the delivery item cannot be used as per agreement by the Buyer as per  agreement as
a result of culpability on the part of the Supplier caused by the failure to provide or 
faulty provision of proposals and advice prior to or after entering into the contract or as 
a  result  of  violation  of  other  incidental  contractual  obligations,  the  regulations  of 
Sections VII and IX shall apply accordingly by way of exclusion of further claims on 
the part of the Buyer.
2.  The Supplier shall be liable for damages  –  for whichever legal reasons  –  only in the 
case of intent and gross negligence.
3.  In the case of minor negligence, the Supplier shall be  liable  –  apart from the cases of 
the loss of life, physical injury or detrimental effects on  health  –  only insofar as key 
contractual  obligations  are  violated.  Liability  is  limited  to  typical  contractual  and 
foreseeable damage.
4.  In  the  event  of  minor  negligence,  liability  for  indirect  and  unforeseeable  damage, 
production  and  utilisation  failure,  the  loss  of  expected  profits,  the  loss  of  expected 
savings and pecuniary damage regarding third party claims shall be excluded  –  apart 
from cases of the loss of life, physical injury or detrimental effects on health. 
5.  Further-reaching  liability  than  that  set  out  in  this  contract  is  excluded  –  without 
consideration  given  to  the  legal  nature  of  the  asserted  claim.  However,  the  above 
limitations  on  or  exclusions  from  liability  do  not  apply  to  no-fault  liability  that  is 
specified by law on an obligatory basis (e.g. in accordance with the German Product 
Liability Act) or liability resulting from a no-fault guarantee.
6.  Insofar as liability is excluded or restricted in accordance with sub-sections 3 and 4, this 
shall  also  apply  to  the  personal  liability  of  the  Supplier's  white  collar  workers, 
employees, representatives, executive bodies and vicarious agents.
7.  Further claims are excluded.

X.  Statute of limitations
All the Buyer's claims – irrespective on whichever legal grounds they are made – shall 
fall under the statute of limitations in 12 months. In the case of use of the object of sale 
in multi-shift operations, the limitation period shall be reduced accordingly regarding 
warranty claims. The statutory provisions apply to claims for damages.

XI.  Special conditions for punched sheet plates 
1.  If  sheet  plates  are  processed  on  the  basis  of  the  Buyer´s  drawings,  descriptions  or 
samples etc., the Buyer shall assume the sole guarantee that no third party property 
rights or copyrights shall be infringed upon as a result of the processing in the above mentioned manner.
2.  We shall not be liable if a slight rust film forms on the parts as a result of degreasing 
them or if sheet metals from a strength of 80 kg tear as a result of the processing and 
furthermore if fine holes are created in the full bath galvanisation with a zinc film.
3.  We shall not be liable if minor imperfections are identified on borders during punching.
4.  If the Buyer makes available to us the material to be processed, this shall as a result be 
hired work and these provisions apply by way of analogy and in addition the following 
5.  Liability for defects is excluded for damage that is caused as a result of material defects 
in the provided material that are not acknowledged.
6.  The Buyer is to make the material available freight-free and free of charges.
7.  If  material  faults  lead  to  increased  production  costs,  our  price  may  be  increased 
accordingly.  Scraps  and  cutting  created  during  hired  work  are  taken  account  in  the 
determined price. Therefore, these are not remunerated separately and shall become our 
8.  Waste  in the case of hired work involving plastics shall be sent to the Buyer at the 
Buyer´s cost.
9.  In the case of justified complaints, we shall be liable at most in the sum of the justified 
wage. We shall only acknowledge claims that extend beyond this – in particular for the 
supplied material – if we had previously assured further reaching liability in writing.

XII.  Place of performance, place of jurisdiction and applicable law
1.  The Supplier's registered office is deemed the place of performance for all obligations 
resulting from the contractual relationship. 
2.  The court with jurisdiction for the Supplier's registered office shall be deemed the place 
of  jurisdiction  provided  the  Buyer  is  a  merchant,  legal  person  under  public  law  or 
special  public  funds  or  does  not  have  a  general  place  of  jurisdiction  in  the  Federal 
Republic of Germany. However, the Supplier is also entitled to bring legal action at the 
court with jurisdiction for the Buyer’s registered office.
3.  Solely the authoritative law of the Federal Republic of Germany that applies to the legal 
relations of domestic parties amongst themselves applies to any legal relations between 
the Supplier and Buyer by way of exclusion of the UN Sales Law.
4.  In the case of foreign business transactions, application of Sections 305  -  310 BGB is 
additionally excluded.

XIII.  Final provisions
1.  The potential invalidity of individual provisions shall not affect the validity of the other 
provisions.  In  the  place  of  an invalid regulation  a  regulation  is to apply that  comes 
closest to intended economic purpose of the invalid provision in a legally permitted 
2.  Verbal  subsidiary  agreements  have  not  been  entered  into.  Amendments  and 
supplementary information shall be subject to the written form. This also applies to the 
written form clause itself.
3.  The Buyer's personal data shall be collected, processed and stored for the purpose of 
executing the contract.

Westfälische Metall-Locherei Franz Fahl GmbH
Lindenstraße 64-66
D-58256 Ennepetal 

Call us
Mail us