I. Application
1. Orders only become binding with regard to the type and scope of delivery after the supplier has confirmed the order. The parties agree that these terms and conditions shall apply to this and all future contracts between the parties. The supplier's offers are subject to change and non-binding, unless the supplier has expressly designated them as binding.
2. The following conditions of sale apply to all contracts concluded between the customer and the supplier for the delivery of goods. They also apply to all future terms and conditions, even if they are not expressly agreed again. Deviating conditions of the customer, which we do not expressly recognize, are not binding for us, even if we do not expressly contradict them. The following terms and conditions of sale also apply if we carry out the customer's order without reservation while being aware of conflicting or deviating terms and conditions of the customer.
3. The purchaser's purchasing conditions only bind the supplier if they are expressly recognized by him.
II. Prices
The prices are ex works, including packaging (special packaging is excluded), shipping costs are calculated according to expenditure, plus VAT at the statutory rate.
III. Delivery and acceptance obligations
1. Delivery periods begin after receipt of the documents required for the execution of the order, the agreed down payments and the timely provision of materials. With notification of readiness for dispatch, the delivery deadline shall apply if dispatch is impossible through no fault of the supplier.
2. Appropriate partial deliveries as well as deviations from the order quantities of up to +/- 10% are permitted.
3. The supplier is obliged to accept follow-up orders with reasonable delivery times as long as he has the right of ownership of the customer's molds or the obligation to keep customer-specific molds. This obligation is not bound to previous price agreements.
4. In the case of call orders without an agreement of duration, batch sizes and acceptance dates, the supplier can request a binding stipulation no later than three months after the order confirmation. If the customer does not comply with this request within three weeks, the supplier is entitled to set a two-week grace period and, after this period has expired, to withdraw from the contract or to refuse the delivery and to claim damages.
5. Events of force majeure at the supplier or his sub-suppliers extend the delivery time appropriately. This also applies to official interventions, energy and raw material supply difficulties, strikes, lockouts and unforeseeable delivery difficulties, provided the supplier is not responsible for them. The supplier will notify the customer of this immediately.
6. If the underlying contract is a firm deal within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB, the supplier is liable in accordance with the statutory provisions. The same applies if the customer is entitled, as a result of a delay in delivery for which the supplier is responsible, to assert the discontinuation of his interest in further performance of the contract. In this case, the supplier's liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not based on an intentional breach of the contract for which the supplier is responsible, whereby the fault of his representatives or vicarious agents is attributable to him.
7. The supplier is also liable to the customer in the event of a delay in delivery in accordance with the statutory provisions if this is based on an intentional or grossly negligent breach of the contract for which he is responsible, whereby the fault of his representatives and vicarious agents is attributable to the supplier. His liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not based on an intentional breach of the contract for which he is responsible.
8. In the event that a delay in delivery for which the supplier is responsible is based on the culpable breach of an essential contractual obligation, whereby the supplier is responsible for the negligence of his representatives or vicarious agents, he is liable according to the legal provisions with the stipulation that in this case the liability for damages is limited to the foreseeable, typically occurring damage.
9. Otherwise, in the event of a delay in delivery for which the supplier is responsible, the customer can claim flat-rate compensation of 3% of the delivery value for each full week of delay, max. however, do not claim more than 15% of the delivery value. The customer is expressly permitted to provide evidence that the damage was not incurred or that it was significantly lower than the flat rate.
10. Any further liability for a delay in delivery for which the supplier is responsible is excluded. The other legal claims and rights of the customer to which he is entitled in addition to the claim for damages due to a delay in delivery for which the supplier is responsible, remain unaffected.
11. If the customer is in default of acceptance, the supplier is entitled to demand compensation for the damage incurred and any additional expenses. The same applies if the customer culpably violates his duty to cooperate. With the occurrence of default in acceptance, the risk of accidental deterioration and loss passes to the customer.
IV. Provision of materials
1. If materials are supplied by the customer, they are to be delivered at his own risk and expense, with an appropriate management fee and in perfect condition.
2. If these requirements are not met, the delivery time will be extended accordingly. Except in cases of force majeure, the customer bears the additional costs incurred, also for production interruptions.
V. Packaging, dispatch, transfer of risk
1. Loading and dispatch take place uninsured at the risk of the customer. The supplier will endeavor to take into account the wishes and interests of the customer with regard to the type and route of dispatch; Any additional costs resulting from this - even if freight paid delivery has been agreed - shall be borne by the purchaser.
2. We do not take back transport packaging and all other packaging not subject to system participation in accordance with the packaging law; with the exception of pallets. The customer shall dispose of the packaging at his own expense.
3. If dispatch is delayed at the request of or through the fault of the customer, we will store the goods at the customer's expense and risk. In this case, the notification of readiness for dispatch is equivalent to dispatch.
VI. Retention of title
1. If the contractual partner is a registered trader, it is agreed: The deliveries remain the property of the supplier until all claims to which the supplier is entitled against the customer have been met, even if the purchase price for specially designated claims has been paid. In the case of a running invoice, the reserved ownership of the deliveries (goods subject to retention of title) shall serve as security for the supplier's balance invoice.
2. Treatment and processing by the customer takes place under exclusion of the acquisition of ownership in accordance with § 950 BGB on behalf of the supplier; the latter remains the owner of the item thus created, which serves as reserved goods to secure the claims of the supplier in accordance with paragraph 1.
3. In the case of processing (combining / mixing) with other goods not belonging to the supplier by the customer, the provisions of §§ 947, 948 BGB apply with the result that the supplier's co-ownership of the new item is now reserved goods within the meaning of these conditions.
4. The customer is only permitted to resell the goods subject to retention of title in the ordinary course of business on condition that he also agrees retention of title with his customers in accordance with Paragraphs 1 to 3. The customer is not entitled to dispose of the goods subject to retention of title in any other way, in particular pledging and assignment by way of security.
5. In the event of resale, the purchaser hereby assigns to the supplier all claims and other claims against his customers resulting from the resale until all claims of the supplier have been met. At the request of the supplier, the customer is obliged to provide the supplier with all information and documents that are necessary to assert the rights of the supplier against the customer's customers.
6. If the reserved goods are resold by the purchaser after processing in accordance with Paragraphs 2 and / or 3 or together with other goods not belonging to the Supplier, the assignment of the purchase price claim in accordance with Paragraph 5 only applies to the amount of the invoice value of the Supplier's reserved goods. If the nominal value of the securities existing for the supplier exceeds his total claim by 20% or more, the supplier is obliged, at the request of the customer, to release securities of the supplier's choice if this limit is exceeded.
7. In the case of the customer's own molds in accordance with section 3 and / or molds made available on loan by the customer, the supplier's liability with regard to storage and maintenance is limited to the same care as in his own affairs. The customer bears the costs for maintenance and insurance. The supplier's obligations expire if the customer does not collect the molds after the order has been completed and the corresponding request has been made. As long as the customer has not fully complied with his contractual obligations, the supplier has a right of retention on the molds in any case.
VII. Terms of payment
1. All payments are to be made in euros exclusively to the supplier.
2. Unless otherwise agreed, the purchase price is
a) to pay 50% net for molds when placing the order and 50% net when submitting the sample and receiving the invoice. With confirmation of change orders from the customer before the mold is completed, all costs incurred up to that point are to be reimbursed insofar as they exceed the down payment.
b) for partial deliveries or other services payable with a 2% discount within 14 days and without deduction within 30 days of the invoice date. The granting of a discount requires the settlement of all earlier due invoices.
3. If the payment dates are exceeded, interest of 9% above the respective Bundesbank discount rate will be charged, unless the supplier can provide evidence of higher debit interest.
4. Checks and rediscountable bills of exchange are accepted on account of performance, all associated costs are borne by the customer.
5. Non-compliance with terms of payment or circumstances which give rise to serious doubts about the creditworthiness of the customer result in the supplier's claims becoming due immediately. In addition, the supplier is entitled to demand advance payments for deliveries that are still outstanding, to withdraw from the contract after a reasonable grace period or to demand compensation for non-performance, furthermore to prohibit the customer from reselling the goods and to prohibit the customer from reselling goods that have not yet been paid for at the customer's expense bring back.
VIII. Molds
1. The price for the molds also includes the sampling costs, but not the costs for testing and processing devices and for changes made by the customer.
2. Unless otherwise agreed, the supplier is and remains the owner of the molds produced for the customer by the supplier himself or a third party commissioned by him. These are only used for orders placed by the customer as long as the customer fulfills his payment and purchase obligations. The supplier is only obliged to replace these molds free of charge if they are required to fulfill the output quantity assured to the customer. The supplier's obligation to keep them expires two years after the last delivery of parts from the mold and prior notification of the customer.
3. Should the customer become the owner of the molds as agreed, ownership shall pass to him after payment of the purchase price for the molds. The handover of the molds to the customer is replaced by the obligation of the supplier to keep them. Irrespective of the purchaser's legal right to return and the service life of the molds, the supplier is entitled to exclusive ownership of the molds until a minimum number of items to be agreed has been accepted and / or until a certain period of time has expired. The supplier must mark the forms as third-party property and insure them at the request of the purchaser at his expense.
4. In the case of the customer's own molds in accordance with Section 3 and / or molds made available on loan by the customer, the supplier's liability with regard to storage and maintenance is limited to the same care as in his own matters. The customer bears the costs for maintenance and insurance. The supplier's obligations expire if, after the order has been completed and the customer has been requested to do so, the customer does not collect the molds. As long as the customer has not fully complied with his contractual obligations, the supplier has a right of retention to the molds in any case.
5. For tools with which little or no sales were achieved in the previous year, storage costs of 5% of the production value, but at least EUR 75.00, will be invoiced for each tool. The calculation is made in the middle of the current year.
6. Measurement tolerances on parts that cannot be adhered to for reasons beyond our control, e. B. due to fluctuations in the raw material quality or fluctuations due to environmental influences, we cannot guarantee. If this is determined, appropriate adjustments to the drawings or changes to parts must be made, which will be borne by the purchaser.
IX. Warranty / liability
1. The purchaser's claims for defects only exist if the purchaser has properly complied with his inspection and complaint obligations under Section 377 of the German Commercial Code.
2. If there is a defect for which the supplier is responsible, he is obliged to perform subsequent performance, excluding the buyer's rights to withdraw from the contract or to reduce the purchase price, unless he is entitled to refuse subsequent performance on the basis of statutory regulations. The purchaser must grant the supplier a reasonable period of time for subsequent performance. The customer can choose whether to remedy the defect (repair) or deliver new goods. In the event of the defect being remedied, the supplier bears the necessary expenses, provided these do not increase because the subject of the contract is located at a location other than the place of performance.
3. If the supplementary performance has failed, the customer can, at his option, request a reduction in the purchase price (reduction) or withdraw from the contract. The rework is deemed to have failed after the second unsuccessful attempt, unless further attempts at rework are appropriate and reasonable for the customer on the basis of the subject matter of the contract.
4. The customer may only assert claims for damages under the following conditions due to the defect if the subsequent performance has failed. The right of the customer to assert further claims for damages under the following conditions remains unaffected.
The purchaser's warranty claims expire 1 year after delivery of the goods to the purchaser, unless the supplier has fraudulently concealed the defect; in this case the legal regulations apply. This does not affect the supplier's obligations under Section X.4 and Section X.5. In accordance with the statutory provisions, the supplier is obliged to take back the new goods or to reduce the purchase price, even without setting the otherwise required deadline, if the purchaser's customer or the end customer of the goods as a consumer when buying a new movable item (purchase of consumer goods) due to the defect of the goods could demand the withdrawal of the goods or the reduction of the purchase price from the purchaser or the purchaser is asserted a right of recourse. The supplier is also obliged to reimburse the purchaser's expenses, in particular labor and material costs, which they had to bear in relation to the end consumer in the course of subsequent performance due to a defect in the goods when the risk passed from him to the purchaser. The claim is excluded if the customer has not properly fulfilled his inspection and complaint obligations according to § 377 HGB. The obligation according to Section X.4 is excluded if the defect is due to advertising statements or other contractual agreements that do not originate from the supplier, or if the customer has given the end consumer a special guarantee. The obligation is also excluded if the customer himself was not obliged to exercise warranty rights against the end user due to the legal regulations or has not made this complaint against a claim made to him. This also applies if the customer has given the end consumer guarantees that go beyond what is legally required.
5. The supplier is fully liable in accordance with the statutory provisions for damage to life, body and health based on a negligent or willful breach of duty by him, his legal representatives or his vicarious agents, as well as for damage that is covered by liability under the Product Liability Act . For damages that are not covered by sentence 1 and which are based on willful or grossly negligent breaches of contract as well as malice on the part of the supplier, his legal representatives or his vicarious agents, he is liable in accordance with the statutory provisions. In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage, unless the supplier, his legal representatives or his vicarious agents acted willfully. To the extent that the supplier has given a quality and / or durability guarantee for the goods or parts thereof, he is also liable under this guarantee. For damage based on the lack of the guaranteed quality or durability, but not directly affecting the goods, the supplier is only liable if the risk of such damage is clearly covered by the quality and durability guarantee.
6. The supplier is also liable for damage caused by simple negligence, insofar as the negligence concerns the breach of contractual obligations, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligations). However, he is only liable if the damage is typically associated with the contract and is foreseeable.
7. Any further liability is excluded regardless of the legal nature of the asserted claim; this applies in particular to tortious claims or claims for reimbursement of wasted expenditure instead of performance. This does not affect our liability in accordance with Section III. 6. to 10. As far as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives and vicarious agents.
8. Claims for damages by the customer due to a defect expire 1 year after delivery of the goods. This does not apply in the case of injuries to life, limb or health caused by the supplier, his legal representatives or his vicarious agents, or if he, his legal representatives have acted willfully or with gross negligence, or if his simple vicarious agents acted willfully.
X. Property Rights
1. The customer is liable to the supplier for the freedom of the deliveries and services given in the order from third party property rights, releases the supplier from all corresponding claims and has to compensate him for the damage incurred.
2. Drafts and construction proposals by the supplier may only be passed on with the supplier's approval.
XI. Performance and place of jurisdiction
1. The place of fulfillment and jurisdiction for deliveries and payments, including actions for checks and bills of exchange), as well as all disputes arising between the supplier and the customer from the contracts concluded between them, is the supplier's registered office. However, the supplier is entitled to sue the customer at his place of residence and / or business.
2. The relationships between the contracting parties are governed exclusively by the law applicable in the Federal Republic of Germany. The application of the uniform law on the international purchase of movable property and the law on the conclusion of international sales contracts for movable property is excluded.