I. Formation of the contract

1. These Terms and Conditions shall apply exclusively to these and subsequent transactions with the Customer. Any other terms and conditions of the customer shall not apply unless they are individual agreements. Conflicting terms and conditions of purchase of the customer shall not apply even if they are contained in a letter of confirmation from the customer following our confirmation of the contract and we do not object to them. Our silence means rejection. Our terms and conditions shall be deemed to have been accepted at the latest upon receipt of the goods by the customer, in particular in the case of orders by telephone. Deviations due to individual agreements must be made in writing.
2. Supply contracts are concluded either by our written order confirmation following a written order or by delivery. All verbal ancillary and supplementary agreements, in particular those made by telephone, including those concerning the execution of the order, require our separate written confirmation in order to be valid.
3. The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximate unless they are expressly designated as binding. We reserve the right of ownership and copyright to cost estimates, drawings and other documents; they may not be made accessible to third parties.
4. If an order is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks.

II Delivery

1. The scope of delivery shall be determined by our written order confirmation. If no written order confirmation is issued, the scope of delivery shall be determined by the agreements made between the customer and us.
2. We reserve the right to make changes in material or form which are attributable to improvements in technology or to legal requirements during the delivery period, provided that the delivery item is not significantly changed and the changes are reasonable for the customer.
3. If we subsequently receive indications of irregular payment transactions on the part of the customer, an application for or the opening of moratorium or insolvency proceedings or any other deterioration in the customer’s financial circumstances, we shall be entitled to make delivery dependent on advance payment of the purchase price or to deliver cash on delivery.
4. In the event of refusal to accept delivery (including cash on delivery consignments), all freight and postage charges and ancillary costs shall be borne by the customer.
5. The scope of delivery and the object of delivery – in addition to clause 1 – may result from additional service descriptions, insofar as these have become the subject of the contractual agreement.
6. We reserve the right to provide a service of equivalent quality and price. We also reserve the right not to provide the promised service if it is not available.

III Delivery period

1. Subject to correct and timely self-delivery, it is our primary objective to meet delivery dates wherever possible.

2. The delivery period shall commence with the dispatch of the order confirmation, but not before the customer has provided any documents, approvals, releases and receipt of an agreed down payment.
3. The delivery deadline shall be deemed to have been met if readiness for dispatch has been notified or the delivery item has left the factory by the time it expires.
4. The delivery period shall be extended in the event of labor disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles that are beyond our control, e.g. operational disruptions, delays in the delivery of essential materials, as long as such obstacles can be proven to have a significant influence on the delivery of the delivery item. This shall also apply if the circumstances occur at subcontractors. The delivery period shall be extended in accordance with the duration of such measures and hindrances. We shall also not be responsible for the aforementioned circumstances if they occur during an already existing delay. In important cases, we shall inform the customer of the beginning and end of such hindrances as soon as possible.
5. Compliance with the delivery period presupposes the fulfillment of the customer’s contractual obligations from other transactions with us.

IV. Documents provided

1. We reserve all property rights and copyrights to all documents provided to the customer in connection with the placing of the order, such as calculations, drawings, dimensional and weight specifications, etc.. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer’s offer within the period specified in § 1 (4), these documents must be returned to us immediately.
2. The information in the documents provided, in particular dimensions and weights, are to be understood as approximate values only.

V. Packaging and shipping

1. The dispatch of the goods (including any returns) shall be at the expense and risk of the customer. This shall also apply if we deliver the goods with our own vehicles. In any case, we are entitled to charge delivery costs up to the amount of the fees that would be incurred if another shipping method were chosen.
2. The choice of shipping method is at our discretion. We assume no liability for the cheapest shipping method.
3. We reserve the right to dispatch the goods not from the place of performance within the meaning of point XII. Clause 1, but from another place of our choice.
4. We shall invoice the packaging separately. For packaging that is designated on the invoice as “returnable”, we shall reimburse 2/3 of the invoiced value if it is returned carriage paid within one month.

VI Prices

1. Prices are quoted ex works without discounts or other rebates. Value added tax at the respective statutory rate is added to the prices. Packaging costs will be invoiced separately.
2. List and catalog prices are non-binding. We always invoice the prices valid on the day of delivery.
3. Payment of the purchase price must be made exclusively to the account specified in the GTC. The deduction of a discount is only permitted if a special written agreement has been made.
4. Unless otherwise agreed, the purchase price must be paid within 10 days of delivery. Interest on arrears shall be charged in accordance with § 288 BGB. We reserve the right to claim higher damages for default.
5. If an expected purchase quantity is specified upon conclusion of the contract and we have development and preliminary costs for the development and creation of the production prerequisites, which are included in our price calculations on the basis of the intended purchase quantity, we shall be entitled to subsequently charge the pro rata, unamortized aforementioned costs if the customer does not call up the expected purchase quantity for reasons for which we are not responsible, e.g. due to reduced demand, termination of the contract, etc.. The aforementioned provision shall also apply to framework and partial delivery contracts.

VII Retention of title

1. We reserve title to the delivered goods for all claims arising from the current and future business relationship with the customer (current account reservation). The inclusion of individual claims in a current account or the balancing and recognition thereof shall not cancel the retention of title.
2. We are entitled to remove our reserved goods during the customer’s normal business hours if the customer does not fulfill its obligations to us, in particular in the event of default in payment, and to enter all of the customer’s storage and business premises for this purpose. The removal does not constitute prohibited personal authority.
3. In the event that our goods are processed or combined with other products, we shall acquire co-ownership of the items resulting from the processing or combination, which the owner shall store for us free of charge with the diligence of a prudent businessman. Our co-ownership share is determined by the fraction that corresponds to the value of our goods in relation to the value of the resulting object.

If the customer acquires sole ownership through the combination, he hereby assigns to us co-ownership in the ratio of the value of the reserved goods to the value of the resulting object. The following Clause 4 shall apply to the resale; the claim arising from the resale or other legal grounds is hereby assigned to us in the amount of the above-mentioned fraction.

4. If the reserved goods are sold by the customer alone or together with goods not belonging to us, the customer hereby assigns the claim arising from the resale in the amount of the value of the reserved goods with all ancillary rights and priority over the rest. We accept the assignment. The value of the reserved goods is our invoice amount.
5. The customer shall only be entitled to resell, use or install the goods subject to retention of title in the ordinary course of business. The customer shall not be entitled to dispose of the reserved goods in any other way, in particular to pledge them or assign them as security. In the event of payment by check/bill of exchange, the retention of title shall not expire until the bill of exchange/check has been honored and the invoice amount has been credited.
6. The authorization to resell, use or install the goods subject to retention of title shall not apply if the customer concludes contracts on the terms of a third party under which he is not permitted to assign claims against third parties to us.
7. Subject to revocation, the customer authorizes us to collect the assigned claims. We shall not make use of our own authorization to collect as long as the customer meets his payment obligations. At our request, the customer shall provide all necessary information about the inventory of the goods in our ownership and the claims and rights assigned to us and shall inform his customers of the assignment. We are entitled, but not obliged, to notify the purchaser’s customers of the assignment at any time and to assert assigned claims in our own name. The enforcement of the assigned rights shall be at the expense and risk of the customer, without us being obliged to do so or being able to be held liable by the customer as a result.
8. The customer must inform us immediately of any enforcement measures taken by third parties against the reserved goods or the assigned claims, handing over the documents necessary for the objection.
9. We undertake to release the securities to which we are entitled at the request of the customer to the extent that the value of their claims to be secured, insofar as these have not yet been settled, exceeds them by more than 20%.
10. Seizure, transfer by way of security and assignment by way of security of the goods subject to retention of title as well as the rights to which we are entitled and other dispositions by the customer impairing our rights are not permitted.
11. In the event of access by third parties to the goods subject to retention of title to the claims assigned by us or the rights established in accordance with the above paragraphs, the customer shall draw attention to our ownership and notify us immediately, sending us all documents necessary for an intervention.

The taking back of the reserved goods and their seizure by us shall not constitute a withdrawal from the contract; such measures shall only be taken to secure our claims.

We do not agree to a resale of the goods subject to retention of title in the event that judicial composition or insolvency proceedings are opened.

VIII. Payments

1. Invoices are payable within 10 days of the invoice date as follows.

Repair invoices, invoices under 50 euros net without VAT and invoices that are not settled in cash but by offsetting against credit notes are not eligible for cash discounts. The aforementioned discounts for individual deliveries shall not be granted if the customer is in arrears with the payment of earlier deliveries.

2. All payments are to be made free of charge to our registered office. The prerequisite for claiming a discount is the prior contractual settlement of all invoice amounts due. In the case of partial deliveries, discounting of the total invoice is only permissible if the corresponding partial amounts of the partial deliveries are paid on time.
3. Payments by bill of exchange are excluded unless expressly agreed otherwise in writing. Acceptance by way of exception shall only be deemed a deferral of the purchase price as long as no disadvantageous changes occur or become known in the financial circumstances of the customer. Payments by bill of exchange are not cash payments. Discount and other bill charges are to be paid by the customer immediately upon presentation of the bill. We accept no liability for the timely presentation, protest and / or return of bills of exchange. Checks are not accepted in lieu of performance, but on account of performance.
4. We charge interest on arrears at 8% p.a. above the respective prime rate of the European Central Bank. It shall be set higher if we can prove that a higher interest rate has been charged or if the customer can prove that a lower rate has been charged.
5. The retention of payments against any counterclaims of the customer not recognized by us or legally established is not permitted, nor is offsetting against such claims.
6. If the terms of payment are not complied with or facts become known which indicate that the purchase price claims are at risk due to liquidity difficulties on the part of the customer, we shall be entitled to make further deliveries dependent on advance payment or the provision of securities.

IX. Transfer of risk

The risk shall in any case pass to the customer when the consignment leaves our registered office or when dispatch is postponed at the customer’s request after readiness for dispatch.

Transport damage or loss of the goods shall not be covered by us. Insofar as claims can be asserted against liable third parties and/or against insurers (insurance only at the request and expense of the customer), any claim of the customer against us shall be exhausted with the assignment of the claim to the customer.

X. Warranty

1. Insofar as we have not manufactured the goods delivered to the customer ourselves, but have purchased them from the upstream supplier, we shall fulfill our warranty obligations by hereby assigning to the customer all of our own warranty claims against our upstream supplier. The customer accepts this assignment on account of performance. In the event of non-enforceability or failure, the subsidiary warranty claims against us shall be governed by the provisions of the following clause. 2.
2. The delivered goods shall have the quality evident from the product description, otherwise the quality customary in the trade. Declarations of quality do not constitute a guarantee unless they are expressly designated as such. In general, no guarantee of any kind is assumed beyond the warranty according to these terms and conditions or according to the law.

The customer must inspect the goods received immediately for defects and quality. Defects must be reported to us in writing within one week of delivery. Further statutory provisions shall remain unaffected. Hidden defects must be reported to us in writing within one week of their discovery at the latest.

In the event of a defect being identified, the customer is obliged to make the rejected goods available to us for inspection. In the event of culpable refusal, all claims shall lapse.

The aforementioned obligation to notify shall also apply if defects in the goods or parts delivered by us are disclosed to the customer by his customer.

If the customer’s complaint is justified, he shall be entitled to demand rectification or replacement delivery within the scope of subsequent performance. We are entitled to refuse the chosen type of subsequent performance if it is only possible at disproportionately high cost or if the chosen type of subsequent performance is more expensive than the other and does not involve any significant disadvantages for the customer in relation to the other subsequent performance option. In the case of subsequent performance by rectification of defects, our right to rectify defects is limited to three attempts with regard to one and the same defect – in total to six attempts with regard to all defects. If the purchased item has to be transported to a place other than the original place of delivery after the supplementary performance has been carried out, the customer shall bear the additional costs incurred in this respect. The same shall apply if the customer returns the defective item to us from a place other than its registered office / the place of delivery for the purpose of subsequent performance.

The customer shall only be entitled to assert further warranty claims if he has set us a reasonable period of time to carry out the repair or replacement delivery and this period has expired without success.

If there is only an insignificant defect, the customer’s right to withdraw from the contract is excluded. This shall not affect the right to reduce the purchase price.

3. Warranty obligations do not exist if
4. a) the defect is due to improper use, operation or care or inadequate maintenance, faulty assembly and commissioning or to the use of force or other external influences (e.g. chemical, electromagnetic, electrical, etc.), insofar as we are not responsible for them,
5. b) the defect is due to an improper modification of the delivery item, in particular the use of unsuitable spare parts, in particular spare parts from third parties, and the damage is causally related to the modification or use.

Natural wear and tear or damage caused by negligent or improper operation or handling are excluded from the warranty.

4. The rejected goods must be sent to us with the original delivery bill or a photocopy thereof. We do not waive the defense of untimely or improper notice of defects by negotiating about complaints.
5. The purchaser shall only be entitled to withhold payments and invoke claims for defects to the extent that it is proportionate in good faith with regard to the defect complained of, i.e. at most only up to the partial purchase price amount of the items specifically complained of as defective.
6. If the customer or a third party carries out improper repairs, we accept no liability for the consequences arising from this. The same applies to changes made to the delivery item without our prior written consent.
7. Section X shall also apply to claims for damages.
8. If software or other copyrightable goods and rights are included in the scope of delivery, the customer shall be granted a non-exclusive right to use the software supplied, including the associated documentation. The customer may only use and process the software to the extent permitted by law and is obliged not to remove or change the manufacturer’s specifications without our prior written consent. The customer is not entitled to transfer the software or rights thereto to third parties – for example by license – without our prior written consent.
9. The warranty period for material defects is two years from delivery of the goods. This shall not apply if we are liable due to intent or fraudulent concealment of a defect known to us; in these cases we shall be liable in accordance with the statutory provisions.
10. The purchaser is not entitled to use advertising not approved by us in the context of the sale of goods manufactured by us. If customers of the ordering party assert claims for liability for defects based on deviations of the purchased goods from the sales partner’s hereditary statements, the latter shall not be entitled to derive claims against us from this circumstance.

XI. Liability

1. We shall only be liable for damages suffered by the customer, irrespective of the legal grounds, in particular for breach of contractual obligations, tort or under the Product Liability Act, in the event of intent and gross negligence, unless
2. a) is liable for injury to life, limb or health
3. b) is liable for the breach of material contractual obligations.
4. However, the claim for damages for breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract.
5. This also applies in cases of liability for defects.
6. The limitations of liability in points IX. and X. also apply with regard to any liability due to incorrect advice, incorrect assembly instructions and other breaches of secondary obligations.
7. Further claims for damages are excluded.
8. For the limitation of the aforementioned claims, point IX. No. 9 shall apply accordingly.

XII. Offsetting / right of retention

1. The customer may only offset counterclaims against our claims if the counterclaims are undisputed or have been legally established by a court of law.
2. Unless otherwise stipulated in these terms and conditions, this shall also apply to the assertion of rights of retention.

XIII Place of performance and jurisdiction

1. The place of performance is Weiden.
2. For all disputes arising from the contractual relationship, if the customer is a registered trader, a legal entity under public law or a special fund under public law, the action shall be brought before the court with jurisdiction for our registered office. We are also entitled to take legal action at the customer’s headquarters.

XIV Applicable law

German law shall apply exclusively to the exclusion of the laws on the international purchase of movable goods, even if the customer has its registered office abroad.

XV Formal agreements

1. Amendments, supplements and ancillary agreements to these General Terms and Conditions and to individual contracts must be made in text form to be effective. This also applies if the text form is to be waived for amendments.
2. No verbal collateral agreements have been made.

XVI Other

1. Transfers of rights and obligations of the customer arising from the contract concluded with us require our written consent to be effective.
2. Should individual provisions of the above GTC be or become void, voidable or ineffective in whole or in part, this shall not affect the validity of the remaining provisions and the contract as a whole. The contracting parties shall then implement the contract with an effective replacement provision that comes closest to the economic purpose pursued by the omitted provision.