General terms and conditions of business

§ 1 General and definition
1. our terms and conditions of sale apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our Terms and Conditions of Sale.
2. all agreements made between us and the customer for the purpose of executing the contract are set out in full in writing in the contract concluded by mutual declarations of the parties, including these General Terms and Conditions of Sale.
3. an entrepreneur within the meaning of these provisions is a person who, when concluding the contract, is acting in the exercise of his commercial or independent professional activity. A consumer within the meaning of these provisions is anyone who concludes the contract for a purpose that is not attributable to their commercial or independent professional activity.

§ 2 Conclusion of contract
1 Our offers are subject to change and non-binding. We reserve the right to make technical changes or improvements within reasonable limits even after the effective conclusion of the contract, provided that these changes do not result in a reduction in the value or usability of the purchased item.
2. orders shall be deemed to have been accepted if they have been confirmed by us in writing or executed. The customer is bound to the order for four weeks. The period is reduced to 10 days for used goods.

§ 3 Prices, terms of payment, provision of security
1. our prices do not include the applicable value added tax and apply “ex works”.
2 All invoices are due for payment immediately upon receipt without deduction, unless otherwise agreed in writing.
3. in the event of default in payment and/or justified doubts about the customer’s creditworthiness, as a result of which our claims are jeopardized, we may make each individual delivery dependent on the provision of security in the amount of the invoice amount.
4. if the customer terminates the contract for any reason for which we are not responsible, we may terminate the contract in accordance with § 649 S.2 BGB, taking into account the service actually rendered by us, we may demand the agreed remuneration or – at our discretion – charge a flat-rate cost reimbursement claim amounting to 5% of the agreed remuneration.
5. the customer shall only be entitled to rights of set-off and retention to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery arising from the same contractual relationship, however, the customer’s counter-rights shall remain unaffected.

§ 4 Delivery, delay in delivery
1. the delivery periods stated by us in writing shall only commence after clarification of the technical questions still open at the time of conclusion of the contract, after receipt of documents to be procured by the customer such as drawings and approvals and/or after advance payments to be made as well as production releases. They shall be deemed to have been complied with if the goods have left the factory by the time they expire or the customer has been notified that the goods are ready for dispatch or, in the case of collection by the customer, that they are ready for collection.
2. if the delivery owed by us is delayed due to unforeseeable circumstances for which we are not responsible (e.g. strikes, lawful lockouts, operational disruptions, transport obstacles, raw material shortages, official measures – in each case also at our upstream suppliers), we shall be entitled to postpone the delivery for the duration of the hindrance. In the event that the hindrance lasts for more than four months, we are entitled to withdraw from the contract. We shall inform the customer immediately of the non-availability of the service or partial service and, in the event of withdrawal from the contract, reimburse him immediately for any consideration already paid. Claims for damages are excluded.
Additional or modified services requested by the customer shall also extend the delivery periods by the delay caused thereby.
3. the occurrence of a delay in delivery shall in any case require a reminder from the customer with a reasonable grace period. The customer must inform us immediately in writing of any impending consequences of default.
4. if we are in default of performance due to slight negligence, our liability for damages caused by delay (damages in addition to performance) shall be limited to a maximum of 5% of the contract price. Claims for damages in lieu of performance shall be determined in accordance with § 9.

§ 5 Transfer of risk, packaging costs
1. unless otherwise stated in the order confirmation, delivery is agreed “ex works”, even if we are responsible for shipping, export or installation.
2. the customer shall bear the costs of transportation, packaging and insurance.

§ 6 Retention of title
1. the object of sale shall remain our property until full settlement of the claims to which we are entitled on the basis of the delivery contract. If the customer is an entrepreneur within the meaning of § 1 para. 3, the retention of title shall also apply to our claims against the customer arising from the ongoing business relationship until settlement of claims in connection with the purchase.
2. in the event of breach of contract by the customer, in particular default in payment, we shall be entitled to withdraw from the contract and to demand the return of the reserved goods on the basis of the retention of title and the withdrawal. If the customer does not pay the claim due, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.
3. the purchased item subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. In the event of seizures or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with §771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to Section 771 ZPO, the customer shall be liable for the loss incurred by us.
4. the customer is entitled to resell the purchased item in the ordinary course of business. The customer hereby assigns to us in advance and without the need for a special agreement in individual cases all claims arising from the resale or any other legal grounds with regard to the goods subject to retention of title, irrespective of whether the purchased item has been resold without or after processing. We accept the assignment. The obligations of the customer stated in paragraph 3 shall also apply with regard to the assigned claims.
5. the customer shall remain authorized to collect this claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended. If this is the case, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
6. we undertake to release the securities to which we are entitled at the customer’s request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 20%; we shall be responsible for selecting the securities to be released.
7. the processing of the object of sale or combination with other objects by the customer shall always be carried out for us. If the purchased item becomes part of a new (complete) item through processing or combination with other items, we shall acquire co-ownership of the new item in the ratio of the invoice value of the purchased item to the other processed items at the time of processing or combination. In all other respects, the same shall apply to the resulting product as to the goods delivered subject to retention of title.
8. if the retention of title or the assignment is not effective according to the law in whose area the goods are located, the security corresponding to the retention of title or the assignment in this area shall be deemed agreed. If the cooperation of the customer is necessary for the creation of such rights, he shall be obliged, at our request, to take all measures at his own expense which are necessary to establish and maintain such rights.

§ 7 Liability for defects
1. we shall be liable for ensuring that our delivered goods are free of defects upon transfer of risk. The owed quality, durability and use of our delivered goods are based exclusively on the specification, product description and/or operating instructions agreed in writing. Additional information, in particular in preliminary discussions, advertising and/or industrial standards referred to shall only become part of the contract if expressly included in writing. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality or in the case of only insignificant impairment of usability.
If the customer wishes to use the delivered goods for purposes other than those agreed, he must carefully check their suitability and/or admissibility at his own responsibility. We exclude liability for any usability not expressly confirmed by us.
2. in commercial transactions, the customer’s claims for defects presuppose that he has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code). If a defect is discovered during the inspection or later, we must be notified of this immediately in writing. The notification shall be deemed to have been made without delay if it is made within two weeks, whereby the timely dispatch of the notification shall suffice to meet the deadline. If the buyer fails to properly inspect the goods and/or report defects, our liability for the unreported defect shall be excluded. The customer must notify the carrier immediately of any transport damage.
3. in the event of a defect, we reserve the right to choose the type of subsequent performance if the customer is an entrepreneur.
4. we shall not be liable for the consequences of improper handling, use, maintenance and operation of the delivered goods by the customer or his assistants or for normal wear and tear.
5. claims for defects on the part of the customer shall become time-barred in accordance with the statutory provisions two years after the transfer of risk. In deviation from this, a limitation period of one year from the transfer of risk shall apply if the customer is an entrepreneur within the meaning of § 1 para. 3 acts. The shortening of the warranty period shall not apply in the event of intentional or grossly negligent breaches of duty or culpable injury to life, limb or health.
The customer’s claims for defects in used goods shall become time-barred one year after the transfer of risk.
If the customer is an entrepreneur within the meaning of § 1 para. 3, our liability for defects for used delivery goods shall be excluded with the exception of the cases specified in § 9 para. 1 and 3 are excluded.
6. the limitation period in the event of a delivery recourse in the case of final delivery to a consumer in accordance with §§ 478, 479 BGB remains unaffected.

§ 8 Spare parts
Our obligation to keep/deliver replacement parts is limited to a period of 3 years after delivery. Our respective list prices apply to spare parts.

§ 9 Other liability
1. we shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents, or if we culpably breach a material contractual obligation. Material contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely.
2. if the customer is an entrepreneur within the meaning of § 1 para. 3, the liability for damages in the above-mentioned cases is limited to the foreseeable, typically occurring damage, unless we are accused of intentional breach of contract. If the customer is a consumer within the meaning of § 1 para. 3, this limitation of liability shall only apply in the event of simple negligence.
3. liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
4. unless otherwise stipulated above, any further liability for damages other than that provided for in § 9 is excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with § 823 BGB.
5. the limitation according to paragraphs 1 to 4 shall also apply if the customer demands compensation for useless expenses instead of a claim for damages in lieu of performance.
6. to the extent that our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

§ 10 Industrial property rights, confidentiality
1. we reserve ownership and all industrial property rights and copyrights for our designs, samples, illustrations, technical documents, cost estimates or offers, even if the customer has assumed the costs for the designs etc.. The customer may only use the constructions etc. in the manner agreed with us. He may not produce the delivered goods himself or have them produced by third parties without our written consent.
2. if we deliver goods according to designs specified by the customer, the customer shall be liable to us for ensuring that their manufacture and delivery do not infringe industrial property rights and other rights of third parties. The customer shall compensate us for all damages resulting from such infringements.
3 The customer must keep secret from third parties all knowledge not in the public domain obtained from the business relationship with us.

§ 11 Data protection
We process and use personal data exclusively within the scope of the purpose of the contract, unless the customer has consented to further use. Once the contract has been fully processed, the customer’s personal data will be blocked for further use and deleted after expiry of the statutory retention periods, unless the customer has given separate consent for further use. In addition, the customer has a right to information, correction, blocking and deletion of his data stored by us in accordance with the BDSG.

§ 12 Place of jurisdiction, place of performance, applicable law
1. if the customer is a merchant, a legal entity under public law or a special fund under public law, our registered office in Kreuzwertheim shall be the exclusive place of jurisdiction; however, we shall also be entitled to sue the customer at its own place of jurisdiction.
2. 1, our registered office shall be the place of performance for all obligations arising from the contract, including the customer’s payment obligations.
3. the law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.
Status: July 2013