I. Conclusion:
- Our offers are subject to change. Orders shall only be deemed accepted after our written confirmation. Verbal agreements shall only become binding upon our written confirmation.
Our representatives and travelers are only authorized to mediate and not to conclude contracts.
II Scope of the delivery obligation:
We reserve the right to make excess or short deliveries of up to 10% of the ordered quantity due to the special features of our production in the case of custom-made products and to amend the agreed price for the total delivery in accordance with the excess or short delivery. The agreed unit price per item shall remain unaffected.
III Delivery periods and delivery dates:
- Agreed delivery periods and delivery dates shall be deemed to have been met if the delivery has been dispatched before their expiry or, in the case of agreed collection by the customer or on his behalf, we have been notified that the goods are ready for collection. An agreed delivery time or an agreed delivery date shall be extended or postponed, without prejudice to our other rights arising from a delay on the part of the customer, by the period in which the customer is in default with his obligations to us.
- If delivery is not possible or considerably more difficult due to force majeure or similar unforeseeable events for which we are not responsible, we are not obliged to deliver as long as the impediment to performance continues. In this case, the delivery time shall be extended by the duration of the hindrance. If the impediment to performance lasts for more than 3 (three) months, both parties are entitled to withdraw from the contract.
- Claims for damages by the customer due to delay are excluded unless we have caused the delay intentionally or through gross negligence. This shall not apply if a fixed date has been agreed. In this case, Section 8 (2) and (3) shall apply accordingly.
- We shall be entitled to make partial deliveries even without special agreement and to invoice for the partial quantity delivered.
- Orders declared on call shall be accepted within 3 (three) months after we have declared readiness for delivery, unless otherwise agreed.
IV. Dispatch and transfer of risk:
- We shall pack the goods carefully and cost-effectively.
- Packaging shall be charged at cost price and shall not be taken back, unless otherwise agreed
. - For all deliveries, even if these are carriage paid, the risk, including the risk of breakage,
shall pass to the customer upon dispatch of the goods by us. Transport insurance shall only be taken out
at the express instruction of the customer and at his expense. - Without special instructions from the customer, we will select the shipping route and shipping method at our best
discretion.
V. Prices:
- Our prices are quoted in euros, excluding packaging, VAT, export tax, customs duties, other charges and shipping costs, unless otherwise agreed.
- Our prices are subject to change if there is a period of more than 4 (four) months between the receipt of the order by us and the delivery or provision of the goods, unless the exceeding of the period of 4 (four) months is due to circumstances for which we are responsible. In this case, our usual prices at the time of delivery shall apply. This provision shall also apply to orders which are executed by us in successive deliveries or partial deliveries with regard to deliveries,
which are made more than 4 (four) months after receipt of the order by us. - In the case of tools or other work equipment provided by us, our offer prices shall apply subject to
a satisfactory trial run in our factory. Furthermore, we reserve the right to withdraw from the order in the event of unsuitability or insufficient suitability of the work equipment provided.
VI Payment:
- The invoice amounts are to be paid net cash within 30 days of the invoice date.
- The customer may only offset or exercise a right of retention against us if his
claims are undisputed or have been legally established. - If the customer is in default of payment, we shall be entitled to interest on arrears at the statutory rate.
- Payments must be made free of charge for us by bank transfer to one of the accounts specified in the invoice
. - Payments to representatives are only permitted if they have written authorization to collect.
VII Returns:
The return of delivered goods is - unless there are justified complaints - inadmissible, unless a special agreement to be confirmed by us in writing has been made. The return delivery shall be at the expense and risk of the customer. The returned goods shall be credited less an appropriate processing fee.
VIII. Warranty:
- The purchaser is not entitled to any rights due to an insignificant defect in the goods. Otherwise, the customer may only demand subsequent performance. We have the right to choose between repair or replacement. The right to refuse subsequent performance in whole or in part under the conditions of § 439 para. 3 BGB remains unaffected.
- In the event of failure or refusal of subsequent performance, the customer shall have the right, at his discretion, to reduce the price or to withdraw from the contract. A defect that only affects a small part of the delivery owed does not entitle the customer to withdraw from the entire contract.
- All warranty claims of the customer shall become time-barred within one year from the start of the statutory limitation period.
- Any claims for damages shall remain unaffected without prejudice to Section XIII. of these Terms and Conditions of Sale.
IX. Retention of title:
- The delivered goods shall remain our property until all obligations of the customer arising from the business relationship have been fulfilled.
- If our goods are installed or otherwise used by the customer in the manufacture of his goods, it is agreed that the customer shall transfer to us co-ownership of the goods manufactured by him in proportion to the value of our goods in relation to the new goods, even if the requirements of § 947 para. 1 BGB are not met. Insofar as co-ownership exists, the new items manufactured using goods supplied by us shall also be kept safe for us by the customer. The customer is permitted to resell the goods in the ordinary course of business. The claim from the resale of the new items shall be assigned to us by the customer in proportion to our co-ownership share.
- The customer is obliged to inform us immediately of any access by third parties, in particular seizures, concerning our reserved property. In the event of seizure, a copy or photocopy of the seizure record must be sent to us.
X. Molds, tools and devices:
- Molds, tools and devices manufactured by us or by a third party on our behalf shall be our property, but shall be used exclusively for orders of the customer, provided that they were manufactured with regard to a special order and nothing to the contrary has been agreed between us and the customer. The costs of manufacturing such molds, tools and devices shall be borne by the customer and us on a pro rata basis, in each case in accordance with a special agreement
. - We shall store the molds carefully for repeat orders and keep them ready for use. However, we shall not be liable
if the molds become unusable despite proper handling and normal repair. Our obligation to store the molds ends if no further order is placed by the customer within 2 (two) years of delivery of the order. - The above provisions regarding molds, tools and devices shall not apply if these have not been manufactured for special customer orders.
XI Industrial property rights:
- If we manufacture or deliver items according to drawings, models or samples provided to us by the customer or created by us in cooperation with the customer, the customer shall provide us with an unlimited guarantee that the manufacture and delivery of these items does not infringe any third-party property rights.
- If claims are asserted against us by a third party due to an infringement of its industrial property rights, the customer shall be obliged to indemnify us against these claims. The obligation to indemnify also relates to all expenses necessarily incurred by us in connection with the claim by a third party.
- If the claim is not obviously unfounded, we shall be entitled to suspend our production and delivery until the customer has successfully indemnified us. If the customer does not comply with his obligation to indemnify in accordance with paragraph 2 within a reasonable period to be set by us, we shall be entitled to withdraw from the contract and to invoice the customer for our costs incurred up to that point.
- Samples, models or drawings provided to us by the customer will only be returned on special request. If no order is placed, we shall be entitled to destroy the samples, models or drawings submitted to us 3 (three) months after submission of our offer or, in the event of further negotiations, 3 (three) months after termination of the contract negotiations. In the event of an order being placed on the basis of the customer's submission, we shall retain these for 2 (two) years after delivery of the last order based on the submissions. After expiry of this period, we shall be entitled to destroy the samples, models and drawings provided. We may release ourselves at any time from our obligation to store customer templates provided to us by returning the templates.
XII. Provision of material:
- If material is provided by the customer, the latter shall be obliged to deliver it free to our works, including packaging, with a quantity surcharge of 5 (five) % for any rejects. The delivery must be made in good time, in perfect condition and, in the case of partial deliveries, in such quantities that we are able to process the goods quickly and without interruption. The return of any unused parts shall be the responsibility of the customer and shall be carried out by the customer at its own expense and risk.
- In the event of late delivery or insufficient quantity or quality of the material provided, the customer shall be obliged to reimburse us separately for any additional costs incurred as a result.
- In such cases, we shall also be entitled to interrupt production, to dismantle the machines used and to switch to other productions.
XIII Liability:
- Claims for damages by the customer are excluded in the event of slight negligence. In particular, we shall not be liable for loss of profit caused by slight negligence or for other financial losses of the customer.
- The exclusion of liability pursuant to para. 1 shall not apply to claims arising from a guarantee, in the event of injury to life, limb or health, for claims pursuant to §§ 1, 4 of the Product Liability Act and for the slightly negligent breach of material contractual obligations. However, in the event of a slightly negligent breach of material contractual obligations, liability shall be limited to compensation for typical damage foreseeable at the time the contract was concluded. The same applies to gross negligence on the part of ordinary vicarious agents.
- Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.
XIV Exercise of the customer's rights:
- If the purchaser has set a reasonable deadline for performance or subsequent performance in accordance with §§ 281, 323 BGB and if the deadline has expired without success, he must inform us in writing within one week of receipt of a corresponding written request whether he will claim damages instead of performance or withdraw from the contract.
- If he does not notify us in good time, rights under §§ 281, 323 BGB are excluded.
XV Limitation period:
- The commencement of negotiations on the circumstances giving rise to a claim shall not suspend the limitation period. This does not apply to claims for damages.
XVI Place of performance and jurisdiction:
- The place of performance for delivery, acceptance and payment shall be 72202 Nagold, Germany.
- The place of jurisdiction for both parties to the contract is the Stuttgart Local Court and
the Tübingen Regional Court, depending on the subject matter jurisdiction. This shall also apply to actions in the bill of exchange and check process.
XVII Application of German law:
German law shall apply to the exclusion of foreign law. The application of the uniform international sales law according to the Hague Convention on Contracts for the International Sale of Goods is excluded.
XVIII. General:
These terms and conditions shall form the basis of every order executed by us. Contracts are only concluded by us on the basis of these Terms and Conditions of Sale. Purchasing or other terms and conditions of our contractual partners shall not be deemed to have been agreed, even if their clauses do not contradict our terms and conditions. Rather, the statutory provisions shall apply in this respect. Purchasing or other terms and conditions of the customer shall not be binding on us even if they form the basis of the order and we have not expressly objected to them.
XIX Final clause:
Should one or more provisions of these terms and conditions be invalid, this shall not affect the validity of the remaining provisions of these terms and conditions or of the contract as a whole. Any invalid clause shall be replaced by the statutory provision.