General Terms and Conditions of Sale

§1 General Provisions – Scope of Application

(1) Our Terms and Conditions of Sale apply exclusively; we do not recognize any terms and conditions of the purchaser 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 purchaser without reservation while being aware of terms and conditions of the purchaser that conflict with or deviate from our Terms and Conditions of Sale.

(2) All agreements made between us and the purchaser for the purpose of executing this contract are set forth in writing in this contract.

(3) Our Terms and Conditions of Sale also apply to all future transactions with our customers.

§ 2 Offer – Offer Documents

(1) If the order is to be classified as an offer under § 145 of the German Civil Code (BGB), we may accept it within 2 weeks.

(2) We reserve ownership rights and copyrights to illustrations, drawings, cost estimates, and other documents. This also applies to written documents designated as “confidential.” The purchaser must obtain our express written consent before disclosing them to third parties.

§ 3 Price – Terms of Payment

(1) Unless otherwise specified in the order confirmation, our prices are “ex works,” excluding packaging; packaging will be invoiced separately.

(2) Statutory value-added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate in effect on the date of invoicing.

(3) The deduction of a cash discount requires a separate written agreement.

(4) Unless otherwise specified in the order confirmation, the purchase price is due net (without deduction) within
10 days from the invoice date. The statutory provisions regarding the consequences of late payment apply.

(5) The customer is entitled to set-off rights only if the customer’s counterclaims have been legally established, are undisputed, or have been acknowledged by us. Furthermore, the customer is authorized to exercise a right of retention to the extent that the customer’s counterclaim is based on the same contractual relationship.

(6) Small Orders – For orders under €25.00, we charge €10.00 for packaging and processing. We reserve the right to charge cancellation fees.

§ 4 Delivery Time

(1) Unless an expressly binding delivery date has been agreed upon, our delivery dates or delivery periods are provided for informational purposes only and are not binding.

(2) The commencement of the specified delivery period is contingent upon the timely and proper fulfillment of the purchaser’s obligations to cooperate. We reserve the right to raise the defense of non-performance of the contract.

(3) Three weeks after a non-binding delivery date or delivery period has been exceeded, the customer may request us in writing to deliver within a reasonable period of time. If we culpably fail to meet an explicit delivery date or delivery period, or if we fall into default for other reasons, the buyer must set us a reasonable grace period to perform the service. Only if we allow the grace period to elapse without result is the purchaser entitled to rescind the purchase contract.

(4) If the purchaser is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damages incurred as a result, including any additional expenses. We reserve the right to assert further claims. The purchaser, for its part, reserves the right to prove that the damage did not occur at all in the amount claimed, or at least that it was significantly lower. The risk of accidental loss or accidental deterioration of the purchased goods passes to the buyer at the time the buyer falls into default of acceptance or payment.

(5) We shall be liable in accordance with statutory provisions to the extent that a delay in delivery for which we are responsible is based on a culpable breach of a material contractual obligation; in this case, however, liability for damages shall be limited to the foreseeable, typically occurring damage.

§ 5 Transfer of Risk – Packaging Costs

(1) Unless otherwise specified in the order confirmation, delivery is agreed upon “ex works.”

(2) Transport packaging and all other packaging in accordance with the Packaging Ordinance will not be taken back; pallets are excluded. The customer is obligated to arrange for the disposal of the packaging at their own expense.

(3) If the purchaser so desires, we will cover the deliveries with transportation insurance; the costs incurred in this regard shall be borne by the purchaser.

§ 6 Liability for Defects

(1) Claims for defects by the purchaser are contingent upon the purchaser having properly fulfilled its obligations to inspect and give notice of defects pursuant to § 377 of the German Commercial Code (HGB).

(2) If the purchased item is defective, the purchaser is entitled, at its option, to subsequent performance in the form of rectification of the defect or to delivery of a new, defect-free item. In the event of rectification of the defect, we are obligated to bear all expenses necessary for this purpose, in particular transportation, travel, labor, and material costs, provided that these costs are not increased by the fact that the purchased goods have been moved to a location other than the place of performance.

(3) If the subsequent performance fails, the purchaser is entitled, at their discretion, to demand rescission or a price reduction.

(4) We are liable in accordance with statutory provisions if the purchaser asserts claims for damages based on willful misconduct or gross negligence, including willful misconduct or gross negligence on the part of our representatives or agents. Unless we are accused of an intentional breach of contract, our liability for damages is limited to the foreseeable, typically occurring damage.

(5) We are liable in accordance with statutory provisions if we culpably breach a material contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage.

(6) To the extent that the customer is entitled to compensation for damages in lieu of performance, our liability—even within the scope of paragraph (4)—is limited to compensation for foreseeable, typically occurring damages.

(7) Liability for culpable injury to life, limb, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

(8) Unless otherwise provided for above, liability is excluded.

(9) The statute of limitations for claims for defects is 12 months, calculated from the transfer of risk.

§ 7 Further Liability

(1) Liability for damages extending beyond the scope of § 6 is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from fault at the time of contract conclusion, from other breaches of duty, or from tortious claims for compensation for property damage pursuant to § 823 of the German Civil Code (BGB), unless such claims are based on intentional conduct.

(2) To the extent that our liability for damages is excluded or limited, this also applies with respect to the personal liability for damages of our acting agents and/or vicarious agents.

§ 8 Retention of Title

(1) We reserve title to the purchased goods until all payments under the sales contract have been received. If the purchaser acts in breach of the contract, in particular in the event of default in payment, we are entitled to reclaim the purchased goods. Our repossession of the purchased goods does not constitute a withdrawal from the contract unless we have expressly declared this in writing. Our seizure of the purchased goods always constitutes a withdrawal from the contract. After taking back the purchased goods, we are authorized to sell them; the proceeds from such sale shall be applied toward the purchaser’s liabilities—less reasonable costs of sale.

(2) The purchaser is obligated to handle the purchased item with due care; in particular, the purchaser is obligated to insure it at its own expense against fire, water, and theft damage at replacement value. If maintenance and inspection work is required, the purchaser must carry it out in a timely manner at its own expense.

(3) In the event of seizures or other interventions by third parties, the purchaser must notify us immediately in writing so that we can file a lawsuit in accordance with § 771 of the German Code of Civil Procedure (ZPO). To the extent that the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 of the German Code of Civil Procedure (ZPO), the purchaser shall be liable for the loss incurred by us.

(4) The purchaser is entitled to resell the purchased goods in the ordinary course of business; however, the purchaser hereby assigns to us in advance all claims in the amount of the final invoice amount (including VAT) of our claim that arise for the purchaser from the resale against its customers or third parties, regardless of whether the purchased goods were resold unprocessed or after processing. The buyer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. We undertake, however, not to collect the claim as long as the Purchaser meets its payment obligations from the proceeds received, does not fall into default, and, in particular, no petition has been filed to open bankruptcy, composition, or insolvency proceedings, nor has the Purchaser suspended payments. If, however, this is the case, we may demand that the purchaser disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.

(5) Any processing or transformation of the purchased goods by the purchaser shall always be carried out on our behalf. If the purchased goods are processed together with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased goods (final invoice amount, including VAT) to the value of the other processed items at the time of processing. In all other respects, the same provisions apply to the item created by processing as to the purchased item delivered under retention of title.

(6) If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the value of the other mixed items at the time of mixing. If the mixing is carried out in such a way that the purchaser’s item is to be regarded as the principal item, it is deemed agreed that the purchaser shall transfer proportionate co-ownership to us. The purchaser shall hold the sole ownership or co-ownership thus created in trust for us.

(7) The buyer also assigns to us, as security for our claims against him, any claims arising against a third party as a result of the combination of the purchased item with real property.

(8) We undertake to release the security to which we are entitled at the purchaser’s request to the extent that the realizable value of our security exceeds the claims to be secured by more than 10%; the selection of the security to be released is at our discretion.

§ 9 Jurisdiction – Place of Performance

(1) If the purchaser is a merchant, our registered office shall be the place of jurisdiction; however, we are also entitled to sue the purchaser at the court of his or her place of residence.

(2) The law of the Federal Republic of Germany shall apply; the applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.

(3) Unless otherwise specified in the order confirmation, our registered office shall be the place of performance.

General Terms and Conditions of Purchase

§ 1 General Provisions – Scope of Application

(1) Our Terms and Conditions of Purchase apply exclusively; we do not recognize any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase, unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall apply even if we accept the supplier’s delivery without reservation while being aware of the supplier’s terms and conditions that conflict with or deviate from ours.

(2) All agreements made between us and the supplier for the purpose of executing this contract must be set forth in writing in this contract.

(3) Our Terms and Conditions of Purchase apply only to businesses as defined in Section 310(4) of the German Civil Code (BGB).

(4) Our Terms and Conditions of Purchase also apply to all future transactions with our customers.

§ 2 Offer – Offer Documents

(1) The supplier is obligated to accept our order within a period of 2 weeks.

(2) We reserve ownership rights and copyrights to illustrations, drawings, calculations, and other documents; they may not be made available to third parties without our express written consent. They are to be used exclusively for production based on our order; after the order has been fulfilled, they must be returned to us without being asked. They must be kept confidential from third parties; in this regard, the provision of § 9(4) applies additionally.

§ 3 Prices – Terms of Payment

(1) The price stated in the order is binding. Unless otherwise agreed in writing, the price includes “free delivery” including packaging. The return of packaging requires a separate agreement.

(2) Statutory value-added tax is not included in the price and must be itemized separately.

(3) We can only process invoices if they—in accordance with the specifications in our order—include the order number listed therein; the supplier is responsible for all consequences arising from failure to comply with this obligation, unless the supplier can prove that such failure was beyond its control.

(4) Unless otherwise agreed in writing, we will pay the purchase price within 14 days of delivery and receipt of the invoice, with a 2% discount, or net within 30 days of receipt of the invoice.

(5) We are entitled to rights of set-off and retention to the extent permitted by law.

§ 4 Delivery Time

(1) The delivery time specified in the order is binding.

(2) The supplier is obligated to notify us immediately in writing if circumstances arise or become apparent to the supplier that indicate the agreed delivery time cannot be met.

(3) In the event of a delay in delivery, we are entitled to the statutory claims. In particular, we are entitled to demand damages in lieu of performance and to rescind the contract after the fruitless expiration of a reasonable period. If we demand damages, the supplier has the right to prove that it is not responsible for the breach of duty.

§ 5 Transfer of Risk – Documents

(1) Unless otherwise agreed in writing, delivery must be made free on the premises.

(2) The supplier is obligated to specify our order number exactly on all shipping documents and delivery slips; if the supplier fails to do so, we shall not be held responsible for any delays in processing.

§ 6 Inspection for Defects – Liability for Defects

(1) We are obligated to inspect the goods within a reasonable period for any deviations in quality or quantity; a complaint is deemed timely if it is received by the supplier within a period of 5 business days, calculated from the date of receipt of the goods or, in the case of hidden defects, from the date of discovery.

(2) We are entitled to the full scope of statutory claims for defects; in any case, we are entitled to demand, at our discretion, that the supplier either remedy the defect or deliver a new item. We expressly reserve the right to claim damages, in particular the right to damages in lieu of performance.

(3) We are entitled to remedy the defect ourselves at the supplier’s expense if there is imminent danger or if the matter is particularly urgent.

(4) The statute of limitations is 36 months, calculated from the transfer of risk.

§ 7 Product Liability – Indemnification – Liability Insurance Coverage

(1) To the extent that the Supplier is responsible for product damage, the Supplier is obligated to indemnify us against claims for damages by third parties upon first request, to the extent that the cause lies within the Supplier’s sphere of control and organization and the Supplier is itself liable in its external relations.

(2) Within the scope of its liability for claims for damages within the meaning of paragraph (1), the supplier is also obligated to reimburse any expenses pursuant to §§ 683, 670 BGB as well as pursuant to §§ 830, 840, 426 of the German Civil Code (BGB) that arise from or in connection with a recall campaign carried out by us. We will inform the supplier—to the extent possible and reasonable—of the content and scope of the recall measures to be implemented and give the supplier an opportunity to comment. Other statutory claims remain unaffected.

(3) The Supplier undertakes to maintain product liability insurance with a coverage limit of 10 million per claim for personal injury or property damage—on a lump-sum basis; if we are entitled to further claims for damages, these remain unaffected.

§ 8 Intellectual Property Rights

(1) The supplier warrants that its delivery does not infringe upon any third-party rights within the Federal Republic of Germany.

(2) If we are held liable by a third party for this reason, the supplier is obligated to indemnify us against such claims upon our first written request; we are not authorized to enter into any agreements with the third party—without the supplier’s consent—in particular to reach a settlement.

(3) The supplier’s obligation to indemnify us covers all expenses that we necessarily incur as a result of or in connection with the claim by a third party.

(4) The statute of limitations is ten years, calculated from the date the contract is concluded.

§ 9 Retention of Title – Provision of Materials – Tools – Confidentiality

(1) If we provide parts to the Supplier, we reserve title to them. Any processing or transformation by the Supplier shall be carried out on our behalf. If our goods subject to retention of title are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus sales tax) to the value of the other processed items at the time of processing.

(2) If the item provided by us is inseparably mixed with other items that do not belong to us, we shall acquire co-ownership of the new item in the proportion of the value of the goods subject to retention of title (purchase price plus VAT) to the value of the other blended items at the time of blending. If the mixing is carried out in such a way that the Supplier’s item is to be regarded as the principal item, it is hereby agreed that the Supplier shall transfer proportionate co-ownership to us; the Supplier shall hold the item in safekeeping for us, either as sole owner or as co-owner.

(3) We reserve title to the tools; the supplier is obligated to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is obligated to insure the tools belonging to us at replacement value against fire, water, and theft damage at its own expense. At the same time, the supplier hereby assigns to us all claims for compensation arising from this insurance; we hereby accept the assignment. The supplier is obligated to perform any necessary maintenance and inspection work on our tools, as well as all upkeep and repair work, in a timely manner at its own expense. The supplier must immediately report any malfunctions; if the supplier fails to do so through its own fault, claims for damages remain unaffected.

(4) The Supplier is obligated to keep all illustrations, drawings, calculations, and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The confidentiality obligation shall remain in effect even after the performance of this contract; it shall expire if and to the extent that the manufacturing know-how contained in the illustrations, drawings, calculations, and other documents provided has become generally known.

(5) To the extent that the security interests to which we are entitled pursuant to Paragraph (1) and/or Paragraph (2) exceed the purchase price of all our goods subject to retention of title that have not yet been paid for by more than 10%, we are obligated, at the supplier’s request, to release the security interests at our discretion.

§ 10 Jurisdiction – Place of Performance

(1) If the supplier is a merchant, our place of business shall be the place of jurisdiction; however, we are also entitled to sue the supplier at the court of his place of residence.

(2) Unless otherwise specified in the order, our registered office shall be the place of performance.

(3) The laws of the Federal Republic of Germany shall apply; the applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.
Effective: August 2008