Terms and Conditions (T&C)

§ 1 Scope of application

1. The terms and conditions apply exclusively between merchants.

2. The following terms and conditions apply exclusively to all deliveries and services provided by the seller. The seller does not recognize the buyer's general terms and conditions unless the seller has expressly agreed to their validity in writing. This also applies if the seller performs the services without reservation in the knowledge of conflicting or deviating terms and conditions.

§ 2 Place of performance, delivery, and acceptance

1. The place of performance for all services arising from the delivery contract is the location of the seller's commercial establishment.

2. The goods shall be delivered from the domestic factory. These shipping costs shall be borne by the buyer. The buyer may designate the carrier. The goods shall be shipped uninsured. A delivery notification may be agreed upon.

3. Packaging costs for special packaging shall be borne by the buyer.

4. We reserve the right to certain delivery tolerances of plus/minus 10% compared to the order.

5. Sorted partial shipments and partial shipments suitable for sale in combinations must be made promptly and must be announced in advance. Unsorted shipments are only permitted with the buyer's consent.

6. If, due to the fault of the buyer, acceptance does not take place on time, the seller shall be entitled, at its discretion, after expiry of a grace period of 4 weeks to be set, either to invoice the goods with immediate effect (backlog invoice) or to withdraw from the contract or to claim damages.

§ 3 Place of jurisdiction

The place of jurisdiction (including for actions on checks) shall be, at the plaintiff's discretion, the location of a German commercial branch of one of the parties or the registered office of the trade or cartel organization responsible for the seller (Stuttgart). The court first seized shall have jurisdiction.

§ 4 Contract content

1. The scope of delivery shall be governed by the contract or framework agreement concluded with the customer or by our binding offer, provided that it has been accepted in due time. If the framework agreement and/or our binding offer does not contain any information about the scope of delivery, the scope of delivery shall be determined by the customer's written delivery calls, unless we object to them within one week.

2. The goods shall be delivered on specific dates (working day or a specific calendar week). All sales shall only be concluded for specific quantities, items, qualities, and fixed prices. Both parties are bound by this. Commission transactions shall not be carried out

3. Block orders are permissible and must be limited in time when the contract is concluded. The acceptance period may not exceed 12 months.

4. Our delivery obligation is subject to timely and proper delivery to us.

§ 5 Interruption of delivery

1. The scope of delivery shall be governed by the contract or framework agreement concluded with the customer or by our binding offer, provided that it has been accepted in due time. If the framework agreement and/or our binding offer does not contain any information about the scope of delivery, the scope of delivery shall be determined by the customer's written delivery calls, unless we object to them within one week.

2. Agreed delivery periods shall commence upon conclusion of the contract, but not before the details of the desired design to be specified by the customer and the technical questions to be answered by the customer have been fully clarified. The delivery period shall not include the period during which the customer is in arrears with an agreed payment, i.e., the delivery period shall be extended by the period during which the arrears existed. Compliance with the delivery period always requires the timely and proper fulfillment of the customer's obligations. If the customer initiates a contract amendment that makes it impossible to comply with the original delivery period, the delivery period shall be extended by a reasonable amount.

3. The delivery period shall be deemed to have been met if the circumstances causing the transfer of risk pursuant to clause 1 have occurred within the period.

4. In the event of force majeure, industrial action for which one of the contracting parties is not responsible, and other operational disruptions through no fault of the contracting parties which have lasted or are expected to last longer than one week, the delivery or acceptance period shall be extended automatically by the duration of the hindrance, but by no more than 5 weeks. The extension shall only take effect if the other party is immediately informed of the reason for the hindrance as soon as it becomes apparent that the delivery or acceptance

5. If the customer defaults on acceptance of the delivery items or payment of the purchase price, we may withdraw from the contract and/or claim damages in lieu of performance after the fruitless expiry of a reasonable grace period required by law and set by us. If we assert a claim for damages in lieu of performance, we may claim compensation without providing evidence
• Demand 20% of the purchase price as compensation for lost profits, provided that the delivery item is a serial or standard product, or
• Demand 100% of the purchase price if the delivery item is a custom-made product manufactured according to the customer's specific requirements and we have incurred the expenses necessary to prepare the item for delivery.

6. The contracting parties remain free to prove that the actual damage was higher or significantly lower. The rules for determining damages arising from the law shall also remain unaffected, provided that we have already fulfilled the contract in full. In addition, we shall be entitled to charge the customer for any expenses incurred, in particular storage costs, in the event of default of acceptance on the part of the customer. If storage takes place on our own premises, the usual local storage costs will be charged.

7. If delivery or acceptance has not taken place within the extended delivery or acceptance period in the cases specified in clause 1, the other party may withdraw from the contract after a grace period of 12 calendar days has expired.

8. Claims for damages are excluded in the cases specified in clause 1 if the respective contracting party has fulfilled its obligation in accordance with clause 1.

§ 6 Delivery period for subsequent delivery

1. After expiry of the delivery period, a grace period of 4 weeks shall commence without notice. After expiry of this period, the buyer may withdraw from the contract by written notice. The buyer shall not be entitled to claim damages in the event of late delivery or non-performance, unless liability is mandatory by law due to intent or gross negligence

2. Before the expiry of the delivery period, claims by the buyer due to delayed delivery are excluded, unless § 8 (2) and (3) apply.

§ 7 Notification of defects and other complaints

1. Complaints regarding obvious defects must be sent to the seller within 12 calendar days of receipt of the goods at the latest. The buyer must notify the seller of any hidden defects immediately after their discovery.

2. Nach Zuschnitt oder sonst begonnener Verarbeitung der gelieferten Ware ist jede Beanstandung offener Mängel ausgeschlossen.

3. Minor, technically unavoidable deviations in quality, color, width, weight, finish, or design may not be objected to. This also applies to customary deviations, unless the seller has declared in writing that the delivery will be true to sample. Samples are considered non-binding.

4. Natural wear and tear and damage resulting from improper handling are excluded from liability for defects.

5. Returns require our express consent. Custom-made products and short lengths are generally excluded from return.

6. In the case of delivery of remnant and special items and second-choice goods sold at reduced prices, complaints regarding defects are excluded.

7. In the event of justified complaints about obvious defects, the buyer shall be entitled, at the seller's discretion, to have the goods repaired or to receive replacement goods free of defects within 12 calendar days of receipt of the returned goods. In this case, the seller shall bear the freight costs. If the subsequent performance has failed, the buyer shall only have the right to reduce the purchase price or withdraw from the contract, unless § 8 (2) and (3) apply.

8. In the event of a hidden defect, the buyer shall only be entitled to reduce the purchase price or withdraw from the contract, unless § 8 (2) and (3) apply.

9. If the complaint is not made within the specified period, the goods shall be deemed to have been approved.

10. Subject to sentence 2, the limitation period for material defects is one year. In the event of injury to life, limb, or health for which the seller is responsible, as well as in cases of intent and gross negligence, the limitation period for claims for material defects is two years.

§ 7a Product liability and compliance

1. The seller guarantees compliance with the relevant legal regulations at the time of delivery.

2. The seller accepts no responsibility for the further processing, combination, or other use of the goods by the buyer.

§ 8 Compensation for damages

1. Claims for damages by the buyer are excluded, unless otherwise specified in these terms and conditions.

2. The exclusion in clause 1 shall not apply in cases of liability under the Product Liability Act, in cases of intent, gross negligence on the part of owners, legal representatives, and executive employees, in cases of malice, in cases of non-compliance with an assumed guarantee, in cases of culpable injury to life, limb, or health, or in cases of culpable breach of essential contractual obligations; Essential contractual obligations are those whose fulfillment characterizes the contract and on which the buyer may rely. However, a claim for damages due to breach of essential contractual obligations is limited to the foreseeable damage typical for this type of contract, unless one of the other cases mentioned in sentence 1 applies.

3. The above provisions do not imply a change in the burden of proof to the detriment of the buyer.

§ 9 Payment

1. The invoice shall be issued on the date of delivery or provision of the goods. Deferral of the due date (value date) is generally excluded. Invoices are payable in accordance with the respective agreements.

2. Payments can be made by bank transfer or direct debit.

3. Payments shall always be used to settle the oldest outstanding debt items plus any accrued default interest.

4. The final credit entry on the seller's account shall be decisive for the timeliness of the payment.

5. Once the payment deadline has passed, the customer is in default without the need for a reminder.

§ 10 Payment after due date

1. Interest of 9 percentage points above the respective base rate within the meaning of Section 247 of the German Civil Code (BGB) shall be charged on payments made after the due date. In all other respects, Section 288 BGB shall apply.

2. The seller is not obliged to make any further deliveries under current delivery contracts until the invoice amounts due, including interest, have been paid in full. We reserve the right to claim damages for delay.

3. In the event of a significant deterioration in financial circumstances, such as imminent insolvency or default in payment, the seller may refuse to perform its obligations under all delivery contracts based on the same legal relationship or, after setting a grace period of 12 calendar days, withdraw from these delivery contracts. In all other respects, § 321 BGB shall apply. § 119 InsO remains unaffected.

§ 11 Offsetting and retention

The offsetting and retention of due invoice amounts is only permissible with undisputed or legally established claims, provided that these are not claims for damages that are closely related to the buyer's claim for defect-free performance of the contract.

§ 12 Retention of title

1. The goods remain the property of the seller until all claims arising from goods deliveries from the entire business relationship, including ancillary claims, claims for damages, and the cashing of checks, have been paid in full. The retention of title shall also remain in force if individual claims of the seller are included in a current account and the balance is struck and acknowledged.

2. If the goods subject to retention of title are combined, mixed, or processed by the buyer to form a new movable item, this shall be done on behalf of the seller without the seller being obligated as a result. The buyer does not acquire ownership of the new item in accordance with §§ 947 ff. BGB (German Civil Code) through the combination, mixing, or processing. In the event of combination, mixing, or processing with items not belonging to the seller, the seller shall acquire co-ownership of the new item in proportion to the invoice value of its reserved goods to the total value.

3. If a central clearing agency is involved in the transaction between the seller and the buyer and assumes the del credere risk, the seller transfers ownership to the central clearing agency upon dispatch of the goods, subject to the condition precedent of payment of the purchase price by the central clearing agency. The buyer is only released from liability upon payment by the central clearing agency.

4. The buyer is only entitled to resell or further process the goods subject to the following conditions:

a) The buyer may only sell or process the goods subject to retention of title in the ordinary course of business, provided that his financial circumstances do not subsequently deteriorate significantly.

b) The buyer hereby assigns to the seller the claim with all ancillary rights arising from the resale of the goods subject to retention of title, including any balance claims. The seller accepts this assignment.

c) If the goods have been combined, mixed, or processed and the seller has acquired co-ownership of them in the amount of their invoice value, the seller is entitled to the purchase price claim in proportion to the value of their rights to the goods.

d) If the buyer has sold the claim within the scope of genuine factoring, the buyer assigns the claim against the factor replacing it to the seller and forwards its sales proceeds to the seller in proportion to the value of the seller's rights to the goods. The buyer is obliged to disclose the assignment to the factor if he is more than 10 calendar days overdue with the payment of an invoice or if his financial circumstances deteriorate significantly. The seller accepts this assignment.

e) The buyer is authorized to collect the assigned claims as long as they meet their payment obligations. The collection authorization shall expire in the event of default of payment by the buyer or in the event of a significant deterioration in the buyer's financial circumstances. In this case, the seller is hereby authorized by the buyer to inform the customers of the assignment and to collect the claims itself. In order to assert the assigned claims, the buyer must provide the necessary information and allow this information to be verified. In particular, upon request, the buyer must provide the seller with a detailed list of the claims to which it is entitled, including the names and addresses of the customers, the amount of the individual claims, the invoice date, etc.

5. If the value of the security existing for the seller exceeds its total claims by more than 10%, the seller shall be obliged, at the buyer's request, to release securities of its choice to this extent.

6. Pledging or transfer by way of security of the goods subject to retention of title or the assigned claims is not permitted. The seller must be informed immediately of any seizures, stating the name of the seizing creditor.

7. If the seller takes back the delivery item in exercise of its right of retention of title, this does not automatically constitute a withdrawal from the contract. The seller may satisfy its claims from the returned goods subject to retention of title by selling them on the open market.

8. The buyer shall store the goods subject to retention of title for the seller free of charge. The buyer shall insure the goods against the usual risks, such as fire, theft, and water damage, to the usual extent. The buyer hereby assigns to the seller his claims for compensation against insurance companies or other parties liable for compensation for damages of the above-mentioned type in the amount of the invoice value of the goods. The seller accepts the assignment.

9. All claims and rights arising from the retention of title to all special forms specified in these terms and conditions shall remain in force until the seller has been fully released from any contingent liabilities (checks) that it has entered into in the buyer's interest. In the case of sentence 1, the buyer is generally permitted to engage in factoring for its outstanding accounts. However, it must inform the seller before entering into contingent liabilities.

§ 13 Third-party property rights

If the manufacture of the goods according to the customer's specifications (e.g., drawings, models, samples) infringes the property rights of third parties, the customer shall indemnify us against all claims asserted in this regard.

§ 13a Electronic Communication

The seller is entitled to send offers, invoices, and notifications in electronic form. These shall be deemed to have been received as soon as they have reached the buyer's electronic domain.

§ 14 Applicable law

The law of the Federal Republic of Germany applies. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, is excluded.