1. Scope of application

Our delivery and payment terms shall apply exclusively; no conditions made by the customer contradicting or deviating from these terms
shall be acknowledged unless we have expressly agreed to their application in writing. Our delivery and payment terms shall also apply in cases where deliveries are executed to the customer by us unconditionally in the knowledge of the existence of contradictory terms or terms deviating from our sales conditions made by the customer.
All agreements concluded between us and the customer for the purpose of execution of this contract shall be set down in writing in this contract.

2. Offers, offer documents

Our offers are non-binding in all parts at all times. All documents belonging to the offer, such as illustrations, drawings, details about types, weight, measurement and models and the like are approximations only, unless expressly described as binding. We reserve the proprietary rights and copyrights in quotations, drawings and other documents as well as production samples. These may not be made available to third parties without our consent. Drawings and other documents belonging to the offers shall be returned to us at our request if the contract is not fulfilled.

3. Conclusion of the contract

In no case may silence on our part be construed as agreement with the customer's terms of purchase. Should the customer not be in agreement with our delivery conditions, we request a written reply to that effect within one week. A contract does not come into existence until the customer’s order has been confirmed by us in writing. This also applies to supplements, amendments and other additional agreements.  

4. Orders

All orders as well as amendments and supplements thereto must be in writing. Orders that have been placed cannot be revoked In the case of cancellations the costs incurred up to cancellation shall be borne by the customer. Oral or telephonic agreements or undertakings shall not be binding unless they are confirmed by us in writing. Forecast delivery schedules as well as amendments and supplements thereto shall be binding provided they have been agreed in writing. They can also be sent by electronic data transfer.

5. Prices

The price payable by the customer shall be the price in force at the time of delivery. The prices shall apply ex works, exclusive of VAT, dispatch and packing costs. Statutory VAT shall be shown separately on the invoice at the valid rate at the time of invoicing. Cash discounts may be deducted only with our specific written consent. The customer shall be entitled to offset payments only in cases where his counter claims are established by due legal process,
are undisputed or are acknowledged by us. He shall furthermore be entitled to exercise a right of retention only to the extent that his counter claim is based on the same contractual relationship.

6. Delivery

The commencement of the delivery period stated by us presupposes that all technical questions have been resolved. Compliance with our delivery commitment presupposes the timeous and proper compliance by the customer with his obligations. Should a delivery delay already have occurred and the customer grants a reasonable period of grace for execution with a threat of cancellation, he shall be entitled to withdraw from the contract if delivery is not made after the expiry of this period of grace. If we fall into delay for reasons for which we are responsible, no liability for compensation for damages shall be undertaken in the case of ordinary negligence. This limitation of liability shall not apply where a fixed-date transaction was agreed or where the customer can prove that, owing to the delay caused by us, his interest in the execution of the contract has ceased. Should the customer delay acceptance or be in breach of any other duty of cooperation, we shall be entitled to demand compensation for any damages including other increased expense incurred by us. In this case, any risk of accidental loss or accidental impairment to the item delivered shall also pass to the customer at the time at which he falls into default of acceptance.

7. Transfer of risk, packing costs

Unless the order confirmation provides otherwise, delivery ex-works shall apply. Provided the customer so wishes, transit insurance will be arranged by us to cover the delivery. The costs arising therefrom shall be borne by the customer. The choice of the transport route and the means of transport shall be at our discretion unless other agreements have been made. Dispatch costs shall be borne by the customer unless otherwise agreed.

8. Retention of title

The items delivered shall remain our property until all payments arising under the contract have been received in full. In the case of behaviour in breach of contract by the customer, especially where the customer falls into default of payment, we are entitled to repossess the items delivered. The repossession by us of the items delivered does not constitute a withdrawal from the contract unless we had expressly stated this in writing. Seizure by us of the items delivered always constitutes a withdrawal from the contract. After repossessing the items delivered we are entitled to sell them. The proceeds from the sale of the goods will be deducted from the debt owed by the customer with a deduction for reasonable costs arising from the sale of the items. The processing or modification by the customer of the items delivered shall always be done on our behalf. If the
item delivered is processed with other items not belonging to us, we shall hold co-ownership in the new object relative to the proportionate value of the item delivered to the other processed objects at the time of the processing. As for the rest, the same shall apply to the object formed through processing as to the item delivered subject to reservation of ownership. The customer is entitled to resell the items delivered in the course of his normal business activities. However, he shall immediately assign to us all claims arising from the resale against his customers or third parties which correspond to the amount of our claim as shown on the invoice (including VAT), irrespective of whether the purchased item has been resold before or after processing. The customer shall however be bound to conduct the resale only in compliance with the aforementioned retention of title.

9. Payment

Payments shall always be made post-paid and free of any deductions to our payments office. For all types of payments the settlement day shall be the day on which the payment has been cleared and credited to our account. Our invoices are due net 30 days after the receipt of the invoice. 2% discount is allowed on payments made within 14 days after billing. If the customer defaults in payment, we are entitled to claim interest on arrears of 8,57% p.a. over the current discount rate of the Deutsche Bundesbank. If we are in a position to prove a higher level of damages caused by default, we are entitled to claim such damages.

10. Secrecy

The business partners undertake to treat as a business secret all commercial and technical details not publicly known of which they become aware through their business relationship.  Drawings, models, samples and similar items may not be passed to unauthorised third parties. The duplication of such items is authorised only within the parameters of the operational requirements of the business and in compliance with copyright regulations.

11. Force majeure

Acts of God, industrial action, unrest, administrative regulations and other unforeseeable, unavoidable, serious events shall release the parties to the contract from their duties under the contract for the duration of the disruption and in the scope of its effect. This also applies if these events occur at a time when the affected party to the contract is in default. The parties to the contract are obliged, as far as can reasonably be expected, to give the necessary information without delay and to adjust their obligations to the altered circumstances in good faith.






12. Procurement and use of tools

The cost of tools and portions of the costs of tools stated in our offers are recommended prices. The cost of alterations arising during manufacture or completion of the tool will be billed separately. The costs of moulds for tools that are manufactured at our own workshop or whose manufacture has been outsourced are to be paid net immediately after the order has been placed. Payment does not annul our retention of title to the tool. The costs of punching tools as well as the costs for test tools and additional tools will not be amortised. Tools made available by the customer and which are his property must be delivered carriage paid. Repairs and replacement of moulds which have become necessary in the course of use because of normal wear and tear shall be paid for by the customer.

13. Guarantee and liability

a) Complaints about obviously defective and incomplete delivery must be made without delay in writing with a precise description of the defects, and at the latest within one week after receipt of the goods, and in any case before installation, further processing or resale. Complaints about hidden defects must be made without delay in writing with a precise description of the defects and at the latest within two weeks after discovery of the defects.

b) We guarantee our deliveries and services in accordance with the following conditions;
ba) Our liability for defects in the items delivered for which we are responsible shall be discharged at our discretion by remedying the defect, supplying a replacement or issuing a credit note. A customer’s right to cancel the contract or to reduce the purchase price shall exist only where we are not prepared or are not able to rectify the defect or to supply a replacement or where rectification of the defect or the replacement delivery has failed. Where properties have not been warranted, the statutory regulations shall apply with our liability being restricted however to the damage against whose onset our warranty was intended to protect the customer. Additional claims, unless attributable to intention or gross negligence on our part, are excluded.
bb) The details provided by us about the items delivered and goods and services or about usage (e.g. measurements, weight, durability, place of use) are merely descriptions or designations and do not represent warranted properties; they are only guidelines. Properties shall count as being warranted only where they are expressly described as such in detail in writing and in the case of purchase from a sample are the properties of the released sample.





Minor deviations from the samples or from earlier deliveries or from
other details do not entitle the customer to make a claim unless they substantially impair the item’s functionality as specified in the contract. Items delivered are subject to variations commonly arising in the trade (e.g. quality, colour, thickness, weight, equipment or pattern, unless otherwise agreed.
bc) The statutory regulations apply unless expressly agreed otherwise.

c) Regardless of other limitations on liability in these terms and conditions we shall be liable for damage claims of all types, in particular also arising from default at the conclusion of the contract, positive breach of contract and tort (§§823 II BGB), only in so far as is attributable to intention or gross negligence by our employees or subcontractors. In all cases, especially where we negligently breach a cardinal duty or a duty essential to the contract, our liability is limited to the damages that are foreseeable and typically occur having regard to the purpose of the contract. In this respect we can require that suitable consideration be given in good faith both to the nature, scope and duration of the business relationship and to the value of the individual item of our goods. This liability provision also applies to advice given by us orally and in writing and to the carrying out of tests. In particular, the customer is not absolved from the responsibility of checking for himself the suitability of our goods for the purpose intended.

14. Miscellaneous

The place of performance is Bitterfeld unless otherwise agreed. If one provision of these terms and conditions and of additional affected agreements should be or become ineffective, this will not affect the validity of the rest of the contract. The parties to the contract shall agree upon a provision to replace the ineffective provision that reflects as closely as possible the economic intent of the ineffective provision. The law of the Federal Republic of Germany applies exclusively unless otherwise agreed.
The legal venue is Halle (Saale).