General Conditions of Sale

1. General – Scope

(1) Our conditions of sale are valid exclusively; terms and conditions of the customer which may be contradictory to or divergent from our terms and conditions will not be acknowledged, unless we have expressly confirmed them in writing. Our terms and conditions will also apply if we execute an order of the customer without reservation although we are aware of terms and conditions of the customer which may be contradictory to or divergent from ours.

(2) All terms and conditions agreed upon between ourselves and the customer for the purpose of accepting and executing an order must be put down in writing.

2. Offers - Documentation - Catalogues

(1) If a customer’s order is, within the meaning of § 145 BGB, qualified as a legal offer, we are entitled to accept this offer within 4 weeks. Our offers shall never be binding.

(2) We retain ownership of and the copyright for cost estimates, drawings, pictures and other documents; they must not be placed at the disposal of third parties without our explicit consent in writing.

(3) Descriptions of our products must be considered as information on the nature of these products only and can in no way be considered as a guaranty on the quality of the products in question.

(4) Technical modifications of our products which improve their value or quality may be implemented at any time and without prior notification.

3. Prices - Conditions of Payment - Arrears

(1) Unless specified otherwise in our order confirmation all our prices are ex-factory excluding packing which will be invoiced separately.

(2) Packaging will be billed separately. We are only obliged to take packaging back if binding laws force us to do so and if the customer asks to do so. In this case the customer has to bear the costs of taking back.

(3) Any value-added tax (VAT) is not included in our prices and will be invoiced - if applicable - on the day of invoicing at the rate to be applied on that date.

(4) The reduction of the invoice value by cash discount requires a written agreement.

(5) Unless specified otherwise in our order confirmation the purchase price shall be paid immediately after delivery. If we receive payment within 10 days from the date of the bill, the customer shall have the right to a cash discount of 2%. The customer will get into arrears with his payments, if he does not pay within 30 days after receipt of a bill or an equal request for payment. We reserve the right to cause this state at an earlier point in time by sending a reminder after payment is due. In any case shall the customer be deemed to be in arrears, if payment is due on a specific or determinable date and pay ment is not affected up until that date.

(6) If the customer gets in arrears with his payments, we are entitled to demand interest on arrears of 9% p.a. on top of the German basic rate of interest. If we can prove that the damage to us due to delayed payments exceeds this amount, we can claim compensation for the actual damage.

(7) The customer shall have no right to set off payments unless the underlying counterclaims are non-appealable, undisputed or expressly acknowledged by us. Further, he shall not have the right to hold back payments, unless his counterclaim is based on the same contractual relationship.

4. Delivery Time

(1) Any delivery time indicated is based on the assumption that all technical details have been clarified. Unless specified otherwise any delivery time indicated by us is not binding.

(2) Should there be a delay in delivery due to reasons we have to account for, any claims for damages, which may be directly due to the delayed delivery, will be limited to the value of the damages that could be expected.

(3) If the customer - once we are already behind schedule - fixes a reasonable extension, he has the right to withdraw from the contract once the extension period has passed without result. If a reasonable extension passes without effect, the customer shall within two weeks after the end of this extension period state whether he wants to cancel the contract or whether he insists on delivery.

(4) As far as we are further liable for damages instead of delivery, claims in case of ordinary negligence will be limited only to foreseeable damages.

(5) We do not accept responsibility in case of ordinary negligence for consequential damages, in particular for lost profits or other loss of production costs of the customer.

(6) Compliance with the terms of delivery on our part requires that the customer duly complies with his obligations in time.

5. Risk Transfer

(1) Unless specified otherwise in our order confirmation goods shall be delivered "ex-factory". The responsibility for all risks is passed on to the customer when goods dispatched have left the factory. This also applies, if part shipments are made or if we have agreed to render any other services, such as paying for the shipping costs, delivering or setting up of the goods. As far as the parties agreed on a formal acceptance of the goods, the date of this inspection defines the transfer of risk. This  acceptance has to take place on the day of delivery, or following the announcement of the supplier that the goods are ready to be delivered. The customer shall not refuse acceptance of the goods on account of a defect that is not substantial.

(2) If the delivery of goods is delayed or not effected due to circumstances beyond our responsibility, the responsibility for all risks is passed on to the customer on the date of our notification that goods are ready for delivery.

(3) Part shipments are considered acceptable as far as they are not unreasonable for the customer.

(4) If requested by the customer we are prepared to arrange for an insurance coverage at his expense.

6. Terms and Period of Warranty

(1) Any warranty is dependent on the fact that the customer has duly complied with his obligations of inspecting the goods and advising of any defects possibly discovered.

(2) In case there is a defect with the goods delivered for which we are responsible, we are entitled at our discretion to repair the goods or to supply other goods free of defects.

(3) If we are not willing or not in a position to repair the goods or to replace them in due time or should there be a delay which exceeds any reasonable delivery time due to reasons for which we are responsible or should there be a failure for other reasons to repair the goods or replace them, the customer is entitled at his discretion to withdraw from the contract or to ask for an appropriate reduction of the purchasing price. If a reasonable extension expires without result, the customer is obligated, within a period of two weeks, to declare whether he chooses to withdraw from the contract or insists on its performance.

(4) Any further claims of the customer on whatever legal basis are excluded. Therefore, we are not responsible for any damages that do not refer directly to the goods delivered or to be delivered. In particular we are not responsible for any profits lost or for other damages to the property of the customer. However, in the event that a liability for such damages is in effect, claims for compensation of damages shall not exceed the extent of the foreseeable damage.

(5) Aforementioned limitation of liability does not apply as far as binding laws establish our liability, especially if the source of the damages stems from wrongful intent or gross negligence or claims are made for negligent damages of life, body or health. Moreover, it does not apply if we accepted a guarantee for a specific quality or  condition of the goods and this quality or condition is missing.

(6) The period of warranty is one year, calculated from the date of dispatch of the goods. This warranty period is considered as a statutory period of limitation and is valid for claims for compensation of consequential damages, presuming that the claims are not asserted in tort.

7. Retention of title

(1) All goods that we deliver shall remain our property until such time when all outstanding accounts from the customer have been settled. We reserve the right to exercise our legal right and to take the object of sale back for every action that is contrary to the terms of the contract, in particular, default of payment. We are authorised to utilize the objects of sale after we have taken them back; the proceeds are to be credited to the customers account – minus fair costs of utilization.

(2) The customer shall inform us immediately in writing of any levies of execution or other interventions of a third party, so that we can submit a claim in accordance with § 771 ZPO. If the third party is unable to reimburse us for the legal and extrajudicial costs of such a suit, the customer shall be liable for any loss.

(3) The customer is authorised to sell the goods to a third party in the normal course of business; however, as of now he already cedes to us his claim to receive payment resulting from the resale to a third party for the total invoice amount (including VAT), regardless of whether or not the object of sale has been resold after work has been done on it or with it. Although the customer has ceded his claim to receive payment to us he still remains empowered to collect the debt from the third party. Our  authorisation to collect the debt ourselves remains unaffected by this. However, we obligate ourselves not to collect the debt if the customer fulfils his obligation to pay from the sale, if he is not in default of payment, and especially if no request for a bankruptcy procedure has been filed, or if no cessation of payments is at hand. However, if any of the above is in fact the case, we have the right to demand that the customer makes the ceded debts and their debtors known to us and provides us with all the necessary details and documents.

(4) Any work on or modifications to the sold goods by the customer is always done for us. If the goods are processed with other items that are not from us, we shall acquire the right of coownership of the new object. The proportion of our right of co-ownership shall be equal to the ratio of the value of sold goods to the other items making up the new item at the time of manufacturing. The item resulting from this manufacturing that contains our goods is otherwise subject to the same reservations as the object of sale.

(5) We shall release securities at the request of the customer to the extent that the value of our securities exceeds more than 20% of the actual debts; it is our decision to choose which securities we release.

8. Place of performance and jurisdiction

(1) If the customer is a merchant, the place of jurisdiction shall be at the court having jurisdiction for Tuttlingen. However, we retain the right to sue the customer in his court of residence.

(2) The place of performance is Tuttlingen (Germany), unless stipulated otherwise in our order confirmation.

(3) The contractual relationship and its interpretation are exclusively subject to the laws of the Federal Republic of Germany.