date 03/2017

The following General Contractual Terms and Conditions shall apply to our goods and services, all orders placed with us and all agreements concluded with us if these General Contractual Terms and Conditions are not amended, changed or excluded with our express written consent. The terms and conditions shall be agreed upon here and now pursuant to all future business relationships. If a customer or supplier applies its own general terms and conditions to us, these shall only be deemed to be part of the agreement when such contradict our General Terms and Conditions if we expressly confirm the application of such general terms and conditions of the customer or supplier in writing.

§ 1 Offers and conclusion of agreement

1. Our offers are subject to change without notice. Agreements shall only be deemed to come about through written confirmation (letter of confirmation). The same shall also apply to orders placed with an agent. Any changes, amendments or subsidiary agreements pursuant to the agreements concluded must be in writing.

2. The information, drawings, illustrations, technical data, descriptions of dimensions, weight and performance contained in brochures, catalogues, circular letters, advertisements, price lists or documents which are part of the offer shall be deemed to be non-binding if such are not labelled as binding in the confirmation of order or letter of confirmation.

3. We shall retain title to all cost estimates, drafts, drawings and calculations made by us until we have been paid in full and may not be reproduced or made available to third parties without our consent.

4. We reserve the right to change our prices based on material price increases or other changes in costs or design.

§ 2 Performance and delivery

1. We shall carry out all deliveries and render all services in accordance with the recognised state of the art in technology and we shall adhere to the processing instructions of our suppliers when goods of the customer are processed.

2. The agreed-upon delivery period shall only be deemed to be approximate. We retain the right to effect correct delivery ourselves in due time. In the event of our not effecting delivery ourselves in conformity with the agreement, we shall inform the customer as to the type and duration of the disruption in a non-formal notification.

3. If nothing to the contrary has been agreed upon, we shall be deemed to have met our performance obligations when we make the goods which are to be delivered or processed available to be picked up. Risk shall be transferred to the customer at such point in time. We shall notify the customer that the goods are being made available and should be picked up.

4. If it is agreed that we are to attend to the transport of the contractual goods to the customer, such transport shall be at the expense and risk of the customer. We shall not assume any obligation to be performed at creditor's habitual residence. We shall select the transport route as we see fit in the absence of any special instructions pursuant hereto and shall not assume any liability for the cheapest shipment. The customer shall always bear the risk of transport of the goods.

5. Our liability shall be excluded for improper packaging or loading if the customer, the rail company or any other shipping company takes on the goods for shipment without any complaints.

6. We shall be entitled to effect partial performance. Each partial performance shall be deemed to constitute fulfilment of a particular agreement.

§ 3 Disruptions in performance

1. If we are unable to deliver or make the goods available by the agreed-upon date or are only able to do so in part as a result of circumstances for which we are responsible, the customer shall set a reasonable grace period for performance to be rendered in complete. If we culpably fail to meet such performance obligation within the grace period which has been set, the customer may withdraw from the agreement. In the event the customer withdraws from the agreement, the customer shall pay for the part of the performance which has been rendered on a prorated basis. If we are late in effecting performance, our obligation to pay damages in the event of minor negligence shall be limited to 30% of the foreseeable damage. There shall only be additional damage claims if such delay is due to wilful intent and gross negligence.

2. We shall be deemed to be freed from the obligation to adhere to contractually agreed-upon dates if access to the material to be processed or the production is impeded by circumstances over which we have no control. This shall include inter alia strikes, unrest, general shortages of energy and all unforeseeable, unusual events. In the said cases we shall be entitled to postpone the agreed-upon date for the period of the impediment. We shall notify the customer hereof in a non-formal manner. If the impediment lasts longer than 30 days, we shall be entitled to withdraw from the agreement. The customer shall have no claim to damages in such case.

3. We shall be entitled to refuse to fulfil an agreement in whole or in part

a) if there is any doubt regarding the solvency of the customer unless down payments have been effected or security has been provided for such payments (for example, bank guarantees) to our satisfaction, ) as long as the customer is delayed in accepting a delivery or in arrears on payment based on any agreement concluded with us, or

c) if the business of the customer is liquidated, transferred to a third party, relocated abroad or the legal form of such is changed.

§ 4 Price and payment

1. Invoices shall be due within 10 days after the invoice date net cash.

2. The invoice amount shall be paid in cash. Checks and bills of exchange shall only be accepted on account of performance. Bills of exchange shall only be accepted if this is expressly agreed upon. Discount charges, bill of exchange charges and interest on arrears shall be due for immediate payment.

3. It shall not be allowed to set off counter-claims, any other deductions regardless of the type or to withhold remuneration which is to be paid to us or a part of such unless we have expressly recognised the claim which is forwarded for setting off or such claim has been recognised by a court of law.

4. If the terms and conditions of payment are not adhered to or should we become aware of circumstances which in our opinion as an upstanding, conscientious businessperson could reduce the creditworthiness of the customer, all claims which we are entitled to from the customer will become immediately due for payment even if bills of exchange or checks have been provided or the receivables have been written off. We shall in such cases be entitled notwithstanding any further-reaching statutory rights to only carry out any services still to be rendered on the basis of payment in advance or to make such contingent upon the placement of reasonable collateral. We shall also be entitled to withdraw from individual agreements or agreements which have not yet been carried out either in whole or in part. No grace period needs to be set.

5. We shall be entitled to set off claims of the customer regardless of the legal grounds for such even if the claims of the other side are due at different points in time. We shall be entitled to retain amounts and a contractual right to assign the objects which we obtain title to as a result of the agreement which shall be agreed upon herewith. We may exercise the right of retention and the contractual right of assignment for all claims emanating from the business relationship.

§ 5 Arrears on payment on the part of the customer

1. If the customer is in arrears on payment, we shall be entitled to charge interest to the amount of the respective bank interest on overdraft loans, but at least interest to the amount of 5 percentage above the base interest rate as set out in § 1 of the Discount Rate Transfer Act (Diskontsatz- Überleitungs-Gesetz) of 9 June 1998. We retain the right to claim for additional damages due to delay.

2. If the customer is in arrears or has discontinued effecting payment or if circumstances come about which are to be deemed tantamount to discontinuation of payment, or if a bill of exchange or check have been subject to a notice of dishonour, we shall be entitled subject to any other rights to withdraw from individual agreements or all agreements which have not yet been carried out and to demand compensation for non-performance at any time. It shall not be necessary to set a grace period.

§ 6 Rights securing the goods

1. We shall retain title to the goods delivered until all claims emanating from the business relationship between ourselves and the customer have been paid in full. The cancellation of individual receivables on a current invoice and netting out of accounts and recognition thereof shall not affect the reservation of title. The receipt of the countervalue shall be deemed to constitute payment.

2. The customer may combine or mix the conditional commodities with other goods which we do not have title to within the framework of regular business operations. In such case we shall acquire co-title as set out in §§ 947, 948 of the German Civil Code. The portion which we have co-title to shall be in the same ratio as the value of the conditional commodity to the demonstrated manufacturing costs of the overall good.

3. The customer shall moreover be entitled to process the goods supplied within the framework of regular business operations. Such processing on the part of the customer shall be performed exclusively on our behalf, but without us incurring any costs as a result. The customer shall in any case not obtain any title to the conditional commodity as set out in § 950 of the German Civil Code if a new object is created. The customer shall hold the new object in safekeeping on our behalf without charge. We shall obtain title to the other goods which do not belong to us when such are processed. If we obtain sole title to the new object which comes about through processing, such shall be deemed to constitute a conditional commodity in the meaning of these terms and conditions; if we obtain co-title, the terms and conditions which apply to the part we hold co-title to shall apply in the same meaning to the conditional commodity.

4. The customer shall also be entitled to resell the conditional commodity without or following processing or combination with another good within the framework of regular business operations. The following shall then apply:

The customer shall assigns claims to the purchase price against the buyer of the goods emanating from the resale to us here and now irregardless of whether the conditional commodity is to be sold without or following processing. If the conditional commodity is resold following processing, the assignment shall only be for the value of the conditional commodity at the point in time of the processing. If the conditional commodities are used by the customer to fulfil its works agreement (Werkvertrag) or a works-supply agreement (Werklieferungsvertrag), the customer herewith assigns the claims emanating from such agreements to us here and now in the same scope as has been agreed upon in with respect to the claim to the purchase price. The customer shall be entitled for the time being to collect the claim. We retain the right, however, to revoke this authorisation to collect such and to collect such claims ourselves. The customer is obligated to notify its customers of such assignment upon our request and to notify us of the information required for collection without undue delay.

5. Title to the conditional commodities along with the claims assigned shall become the property of the customer when payment is effected in full on all of our claims. We shall release any collateral as we see fit when the conditional commodities which have not yet been sold and the assigned claims exceed the value of the claims we are entitled to against the customer by 20%. 

§7 tool property, copyrights

1. Provided that for manufacturing tools are necessary, we can calculate proportionate tool costs. These put a part for draughts, production, tests, maintenances etc. to used costs. The tools remain at every time in our property and possession. By payment of the given up cost shares the customer acquires no claim to the tools and no right on exclusivity.

2. At the end of three years after the last manufacturing of parts with the tool made by us, we are entitled to scrap the tools without advance advice.

3. By deliveries after drawings, patterns or information of the customer this of all protective right claims of third releases us. The customer is to be provided obliged for the fact that no protective rights of third are injured by the use of the goods delivered by us.

§ 8 Warranty, liability

1. The customer shall examine the quality of the goods without undue delay after such are received. The customer shall provide notification of any objections to the quality by means of registered letter within three working days after transfer of the goods. The customer shall provide us the opportunity to examine the goods for the presence of any defects. For this purpose the goods supplied shall be sent to us at our request at the expense of the customer. If the customer violates this obligation, the goods shall be deemed to have been accepted unless there is a defect which was not visible upon inspection. The goods shall furthermore be deemed to have been accepted when the customer has scheduled such for processing or further processing.

2. If there is a defect for which we are responsible, we shall be entitled to rectify defects, deliver new goods or provide compensation for the loss in value as we see fit. In the event that we rectify the defect we shall be obligated to bear all of the expenses required pursuant hereto, and in particular transport, shipment and material costs if such costs do not increase as a result of the object of purchase being shipped to a place other than the place of performance.

3. If the attempt to rectify the defect fails, or we are not willing or able to rectify the defect or supply a replacement or such is delayed for more than a reasonable amount of time for reasons for which we are not responsible, the customer shall be entitled to withdraw from the agreement or demand a reduction in the purchase price.

4. Any claims on the part of the customer going beyond this, in particular damage claims including foregone profit or due to any other damage to assets of the customer are herewith excluded.

5. The aforementioned limitation on liability shall not apply if the cause of damage is related to wilful intent or gross negligence.

6. If any important obligation of the agreement is violated through negligence, our liability shall be limited to that damage which was foreseeable.

7. The warranty period shall be 2 years beginning with the transfer of the goods.

8. Any claims against us may only be assigned by the customer with our consent regardless of the legal grounds thereto.

§ 9 Legal venue

The legal venue with jurisdiction over all disputes emanating from agreements or pursuant to agreements with contractual partners shall be Rahden Local Court or Bielefeld Regional Court. In the case of foreign contractual partners, we retain the right to also take legal action before the court having jurisdiction over the domicile of the contractual partner. The law of the Federal Republic of Germany shall apply to all agreements.