Cur­rent ver­sion (eng­lish):

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General Terms of Delivery

No­vember 2022 edition
Karl Georg Scho­bert Prä­zi­sions-Mess­zeug GmbH
Am Gru­ben­teich 3, 63743 Aschaffenburg,
Tel. 06021/31092–0, Fax 06021/31092–22
For use in busi­ness transactions


Ar­ticle 1 – Scope

1. In ad­di­tion to other con­trac­tual agree­ments, these ge­neral terms of de­li­very shall ex­clu­si­vely apply to all tran­sac­tions bet­ween us and the purchaser or cus­tomer, her­ein­after known as the Cus­tomer and also to all legal ques­tions in dis­cus­sions to prepare for the con­clu­sion of con­tracts and for all com­mer­cial cont­acts. Even if the ser­vice is pro­vided or pay­ment ac­cepted, we shall not ack­now­ledge other terms is­sued by the Cus­tomer un­less we ex­pressly agree to their being valid in writing.
This shall also apply to ge­neral terms of busi­ness other than the Customer’s ge­neral terms of purcha­sing, in par­ti­cular but not li­mited to, the Customer’s qua­lity assu­rance agree­ments, ske­leton supply con­tracts, cus­tomer-pro­vided com­pon­ents con­tracts, con­sign­ment warehouse con­tracts and con­fi­den­tia­lity agree­ments if the pro­vi­sions the­rein have not been nego­tiated with us.
2. These ge­neral terms of de­li­very shall only apply to busi­ness tran­sac­tions with en­ter­prises in the sense of Ar­ticle 14 of the German Civil Code [BGB]; they shall also apply to all fu­ture busi­ness re­la­ti­onships wi­t­hout ha­ving to be in­cluded on each oc­ca­sion until we issue new ge­neral terms of delivery.
3. All agree­ments made bet­ween us and the Cus­tomer as part of con­tract nego­tia­tions must be set out in wri­ting for ve­ri­fi­ca­tion pur­poses and must be con­firmed by both parties.
4. Side-agree­ments, re­tro­s­pec­tive con­tract amend­ments and the ac­cep­tance of a gua­rantee, par­ti­cu­larly assu­rances of pro­per­ties or the ac­cep­tance of a pro­cu­re­ment risk must be made in wri­ting if they are made by per­sons who have no rights of re­pre­sen­ta­tion. The lack of a state­ment on our part shall not be re­garded as consent.

Ar­ticle 2 – Advice

1. Our ad­vice ser­vices are based on em­pi­rical va­lues. The ad­vice shall be non-bin­ding if it ex­tends to cir­cum­s­tances where we simply cannot know whe­ther items are cor­rect, in other words, for ex­ample, the com­po­si­tion of the raw ma­te­rial or the work car­ried out by sub-con­trac­tors. A failure to make state­ments shall not con­sti­tute advice.
2. Pro­duct and ser­vice-re­lated ad­vice shall only ex­tend to the pro­ducts sup­plied by us and ser­vices pro­vided by us. It shall not ex­tend to ad­vice out­side of the con­tract, in other words to state­ments which are made wi­t­hout pro­ducts being sold or ser­vices pro­vided by us.

Ar­ticle 3 – Con­tract conclusion

1. Our quo­ta­tions shall be valid for 10 working days after their re­ceipt by the Cus­tomer. They shall be non-bin­ding and shall be re­garded as a re­quest to submit a quotation.
2. In prin­ciple, the purchase order is­sued by the Cus­tomer shall be re­garded as a re­quest to con­clude a con­tract. We shall ac­cept the re­quest wi­thin 10 working days un­less a dif­fe­rent ac­cep­tance pe­riod has been agreed.
3. The in­itial charge for pro­ces­sing a quo­ta­tion shall ge­ne­rally be zero. Ad­di­tional quo­ta­tions and de­sign work shall only be free if the con­tract of supply be­comes valid and re­mains so.
4. De­scrip­tions and images of the pro­ducts in tech­nical do­cu­ments, ca­ta­lo­gues, com­pany bro­chures, cir­cu­lars, price lists, etc. shall be non-bin­ding un­less their in­clu­sion in the con­tract has been ex­pressly agreed; they shall not re­lease the Cus­tomer from con­duc­ting its own inspections.
De­scrip­tions of pro­ducts and ser­vices on the in­ternet can na­tu­rally only be of a ge­neral na­ture; if the Cus­tomer wishes to use them to de­rive bin­ding pro­perty agree­ments or the sui­ta­bi­lity for use of said pro­ducts or ser­vices for its ap­pli­ca­tion, it must make re­fe­rence to this in the purchase order.
5. All the de­tails for com­ple­ting the order must be set out in the order. This ap­plies to all goods, works and other ser­vices to be pro­vided by us. These shall par­ti­cu­larly, but not ex­clu­si­vely, in­clude de­tails of item de­si­gna­tion, quan­tity, di­men­sions, ma­te­rial, ma­te­rial com­po­si­tion, pre-tre­at­ment, pro­ces­sing spe­ci­fi­ca­tions, tre­at­ment gui­de­lines, sto­rage, stan­dards and all other tech­nical pa­ra­me­ters and cha­rac­te­ristic phy­sical data.
Missing, in­cor­rect or in­com­plete de­tails shall be re­garded as ex­pressly not agreed and shall not give rise to any ob­li­ga­tions on our part, either in the sense of ful­filment and war­ranty or in the sense of com­pen­sa­tion claims.
6. If the order is­sued by the Cus­tomer dif­fers from our quo­ta­tion, the Cus­tomer must spe­ci­ally high­light the differences.
7. We shall be en­titled to ob­tain fur­ther in­for­ma­tion for the pur­pose of en­su­ring that the order can be com­pleted properly.
8. Or­ders should be is­sued in wri­ting or elec­tro­ni­cally (EDI); or­ders placed orally or by te­le­phone shall be com­pleted at the Customer’s risk.
9. If the Cus­tomer can­cels an order which has al­ready been ac­cepted by us, we shall be en­titled to charge 10% of the price for the goods or ser­vices for the costs in­curred by pro­ces­sing the order and for loss of profit, not­wi­th­stan­ding the pos­si­bi­lity of clai­ming higher ac­tual da­mages. The Cus­tomer shall be at li­berty to pro­vide evi­dence that our costs were in fact less than this.
10. We re­serve the right to pro­cess the goods or ser­vices or to have them pro­cessed at a dif­fe­rent plant at no added cost to the Customer.

Ar­ticle 4 – Call orders

1. For call supply con­tracts we must be no­ti­fied of bin­ding quan­ti­ties at least 3 months be­fore the de­li­very date un­less other­wise agreed. In iso­lated cases it may be ne­ces­sary to ex­tend this pe­riod, for ex­ample due to ma­te­rial lead times.
2. Ad­di­tional costs in­curred by a late call order or re­tro­s­pec­tive ch­anges to the call order in terms of time or quan­tity by the Cus­tomer shall be borne by the Cus­tomer; our cos­tings shall be de­cisive in this case.
3. Un­less other­wise agreed, all call or­ders must be ac­cepted wi­thin one year of the order being placed. If this dead­line passes, we shall be en­titled to in­voice the goods and ship them at the ex­pense and risk of the Cus­tomer or to cancel the con­tract with im­me­diate effect.

Ar­ticle 5 – Changes

1. A se­pa­rate con­trac­tual agree­ment shall be re­quired for any ch­anges to the goods or ser­vices after the con­tract has been concluded.
2. We re­serve the right to mo­dify the goods or ser­vices wi­thin re­ason in the event that we have not re­ceived the re­quired in­for­ma­tion or have re­ceived in­cor­rect in­for­ma­tion. Ne­ga­tive ef­fects caused by a lack of or in­cor­rect in­for­ma­tion, in par­ti­cular ad­di­tional costs or da­mages, shall be paid by the Customer.
3. We re­serve the right to make tech­nical mo­di­fi­ca­tions to the goods or ser­vices which do not jeo­par­dise the ob­jec­tive of the contract.
4. Ac­cepted in­dustry vo­lume dif­fe­rences of up to max. 10% shall be permitted.
5. Part con­sign­ments and part ser­vices shall be per­mitted as long as this only has a minor ad­verse ef­fect on use and does not jeo­par­dise the ob­jec­tive of the con­tract. They may be in­voiced separately.

Ar­ticle 6 – Lead time

1. De­li­very dates, de­li­very pe­riods and lead times shall be un­ders­tood to be ex-works un­less other­wise agreed. If a lead time has been agreed for the goods or ser­vices, this shall com­mence when the order con­fir­ma­tion is sent but not be­fore all de­tails of the order have been cla­ri­fied and all the Customer’s du­ties of co­ope­ra­tion have been ful­filled pro­perly; the same shall apply to de­li­very dates for the goods or services.
2. In the event of mu­tually agreed mo­di­fi­ca­tions to the goods or ser­vices, new lead times and de­li­very dates for said goods and ser­vices must be agreed.
This shall apply even if fresh nego­tia­tions are held about the goods and ser­vices after the con­tract has been con­cluded wi­t­hout any mo­di­fi­ca­tion being made to the goods or services.
3. Lead times and de­li­very dates for the goods and ser­vices shall be agreed sub­ject to the raw ma­te­rials being sup­plied to us in per­fect con­di­tion and promptly and that no un­fo­re­seeable pro­duc­tion pro­blems are encountered.
4. The lead time for the goods or ser­vices shall be de­emed to have been met if the goods or ser­vices have left our plant by the elapse of the lead time or have been handed over to the trans­port con­tractor at the plant by us or we have no­ti­fied the Cus­tomer that the goods or ser­vices are ready for collection.
5. We shall be en­titled to de­liver the agreed goods or com­plete the ser­vice be­fore the agreed date.

Ar­ticle 7 – Ac­cep­tance default

1. If the Cus­tomer fails to ac­cept the goods on the agreed de­li­very or pro­vi­sion date or by the agreed lead time for re­asons that are its re­spon­si­bi­lity, we shall be en­titled to de­mand com­pen­sa­tion for any ad­di­tional costs we incur as a re­sult. In par­ti­cular we shall be en­titled to charge the Cus­tomer sto­rage costs of 0.5% for every month or part of a month, sub­ject to a ma­ximum total of 5% of the price for the goods or ser­vices. Either of the par­ties to the con­tract shall be en­titled to pro­vide evi­dence that the ac­tual sto­rage costs were higher or lower than this figure.
2. We shall be en­titled to select a sui­table sto­rage site at the ex­pense and risk of the Cus­tomer and to insure the goods or ser­vices at its expense.
3. If we are en­titled to de­mand com­pen­sa­tion ra­ther than the com­ple­tion of the ser­vice, we may de­mand 15% of the price as com­pen­sa­tion, not­wi­th­stan­ding the pos­si­bi­lity of de­man­ding higher ac­tual da­mages, un­less the Cus­tomer can pro­vide evi­dence that we have not suf­fered any da­mages or our da­mages were con­sider­ably lower than this lump sum.

Ar­ticle 8 – Delay to the de­li­very or pro­vi­sion date

1. If we fail to meet the de­li­very or pro­vi­sion date or the lead time, the Cus­tomer must set a re­asonable ex­ten­sion dead­line, at least in text form.
2. The Cus­tomer shall be en­titled to cancel the con­tract if this ex­tended dead­line elapses wi­t­hout the goods being de­li­vered or the ser­vices provided.
3. If we are re­spon­sible for the failure to meet agreed dead­lines, the Cus­tomer, as long as it can pro­vide cre­dible evi­dence that it has suf­fered da­mages, may de­mand com­pen­sa­tion for each com­plete week of the delay of 0.5 %, sub­ject to a ma­ximum of 10 % of the net price for the goods or ser­vices af­fected by the delay. This li­mi­ta­tion of lia­bi­lity shall not apply if the prompt de­li­very or pro­vi­sion of ser­vices was agreed as a car­dinal con­tract duty or our failure to meet the dead­line was due to ma­lice or gross negligence.
4. At our re­quest, the Cus­tomer must de­clare to us wi­thin a re­asonable time whe­ther, as a re­sult of the delay in the de­li­very of the goods or pro­vi­sion of ser­vices, it wishes to cancel the con­tract, de­mand com­pen­sa­tion ra­ther than de­li­very or pro­vi­sion or still in­sists on de­li­very or provision.
5. Fixed tran­sac­tions as de­scribed in Ar­ticle 376 of the German Com­mer­cial Code shall re­quire a written agreement.

Ar­ticle 9 – Forces ma­jeures, con­tract amendments

1. In cases of forces ma­jeures, our lead times and de­li­very dates shall be ex­tended by the du­ra­tion of the pro­blem which has oc­curred. Forces ma­jeures shall in­clude cir­cum­s­tances for which we are not re­spon­sible, such as war, fire, pan­de­mics, epi­de­mics, strikes, lock-outs, traffic pro­blems, of­fi­cial or­ders, plant shut-downs or major ope­ra­ting pro­blems, such as lack of raw ma­te­rials, ma­te­rials or en­ergy suf­fered by us, our sub-con­trac­tors or sup­pliers. This shall apply even if we were al­ready in de­fault when these cir­cum­s­tances oc­curred. We shall no­tify the Cus­tomer wi­t­hout delay of the start and end of such problems.
2. If events of the type de­scribed in pa­ra­graph 1 occur or cir­cum­s­tances arise as de­scribed in Ar­ticle 313 of the German Civil Code which si­gni­fi­cantly ch­ange the im­portance or con­tent of the goods or ser­vices or have a major ef­fect on our com­pany, we shall be en­titled to amend the con­tract in good faith. If this is not com­mer­ci­ally re­asonable, we shall be en­titled to cancel the con­tract wi­t­hout being liable for com­pen­sa­tion. If we wish to exer­cise this right to cancel, we must no­tify the Cus­tomer wi­t­hout delay after we dis­cover the scope of the event, even if the Cus­tomer has in­iti­ally agreed to the lead time being extended.
3. Any emer­gency pro­duc­tion right re­served by the Cus­tomer in such cases shall be ex­cluded un­less it has been agreed with us in a se­pa­rate contract.

Ar­ticle 10 – Prices and terms of payment

1. Un­less other­wise agreed, all prices shall be un­ders­tood in euros, net on an “ex-works” basis, ex­clu­sive of sta­tu­tory value-added tax at the rate in force on the date of the in­voice. Ad­di­tional costs such as pack­a­ging, freight, ship­ment costs, cus­toms du­ties, in­stal­la­tion, insu­rance and bank charges shall be charged se­pa­ra­tely. We shall only pro­vide insu­rance cover for the goods du­ring ship­ping at the re­quest and ex­pense of the Customer.
2. If wages, en­ergy and/or trans­port costs and the purchase price of raw ma­te­rials and the re­le­vant sup­ple­ments, for ex­ample scrap, alloy or en­ergy sup­ple­ments, un­dergo si­gni­fi­cant ch­ange, each of the par­ties to the con­tract shall be en­titled to ad­just the price in con­side­ra­tion of and after dis­clo­sing these fac­tors. If sup­ple­ments are ap­plied to the raw ma­te­rial price by the sup­pliers, these shall be in­voiced to the Cus­tomer on the basis of the monthly sup­plied quan­tity with an ite­mised list and ve­ri­fi­ca­tion of the in­di­vi­dual sup­ple­ments for the re­le­vant products.
3. We shall also be en­titled to ch­ange the price wi­thin re­ason if ch­anges occur be­fore or du­ring the com­ple­tion of the order be­cause the in­for­ma­tion pro­vided by the Cus­tomer and the do­cu­ments sup­plied by it were in­cor­rect or the Cus­tomer re­quests other modifications.4. We shall be en­titled to de­mand a re­asonable ad­vance pay­ment when the con­tract is concluded.
5. If no bin­ding order quan­tity has been agreed, we shall base our cal­cu­la­tion on the non-bin­ding order quan­tity (target quantity/forecast) ex­pected by the Cus­tomer for a spe­cific pe­riod. If the Cus­tomer purchases less than the target quan­tity, we shall be en­titled to in­crease the unit price wi­thin reason.
6. Un­less other­wise agreed, in­voices shall be pa­yable wi­thin 10 days of the in­voice date on a strictly net basis. They shall be pa­yable wi­t­hout any de­duc­tions. In the event that they are not paid, the Cus­tomer shall be in de­fault wi­t­hout this re­qui­ring any fur­ther war­nings. Dis­counts and con­ces­sions shall only be granted by spe­cial agree­ment. Part pay­ments shall re­quire se­pa­rate written agreement.
7. Sett­le­ment in the form of bills of ex­ch­ange shall re­quire a se­pa­rate prior agree­ment. Dis­count charges and bills of ex­ch­ange costs shall be paid by the Cus­tomer. In­voice sett­le­ment by cheque or bill of ex­ch­ange shall only be for the pur­pose of ful­filment and shall not be re­garded as pay­ment until they have been re­de­emed wi­t­hout reservation.
8. If the Cus­tomer has mul­tiple out­stan­ding in­voices from us and if pay­ments are not made by the Cus­tomer against a spe­cific in­voice, we shall be en­titled to de­cide to which of the out­stan­ding in­voices the pay­ment shall be assigned.
9. In the event of de­fault, for­be­arance or part pay­ment, we shall be en­titled to charge normal bank in­te­rest but at a rate of at least 10 per­cen­tage points per annum above the re­le­vant base rate and to wi­th­hold fur­ther goods and ser­vices until all out­stan­ding in­voices have been settled. We re­serve the right to pro­vide evi­dence that we suf­fered higher damages.
10. If there is ju­s­ti­fied doubt about the sol­vency or cre­dit­wort­hi­ness of the Cus­tomer, for ex­ample due to re­peated late pay­ments, de­fault or re­jected che­ques, we shall be en­titled to de­mand se­cu­rity or cash pay­ment on a quid pro quo basis. If the Cus­tomer fails to meet this de­mand wi­thin a re­asonable dead­line which has been set for it, we shall be en­titled to cancel the non-ful­filled part of the con­tract or stop de­li­veries until we are in re­ceipt of the pay­ments. No such dead­line shall be re­quired if the Cus­tomer is cle­arly unable to pro­vide security.
11. The Cus­tomer shall only be en­titled to set off against our claims if its coun­ter­claim is un­dis­puted or has been fixed or is about to be fixed by a court of law. The as­sign­ment of debts pa­yable to us, which are not mo­ne­tary debts, shall re­quire our consent.
12. The Cus­tomer shall only be en­titled to exer­cise a right of re­ten­tion if the coun­ter­claim is based on the same con­tract re­la­ti­onship and is un­dis­puted or has been fixed by a court of law or is dis­puted but about to be de­cided by a court of law. If a ser­vice pro­vided by us is in­dis­pu­tably de­fec­tive, the Cus­tomer shall only have a right of re­ten­tion for a re­asonable amount re­la­tive to the de­fects and the li­kely costs for their rectification.
13. The pay­ment dead­lines shall re­main in force even if de­lays occur to the de­li­very th­rough no fault of our own.
14. We shall re­quire a so-called cer­ti­fi­cate of ar­rival from the Cus­tomer in order to be ex­empt from value-added tax for de­li­veries wi­thin the Single Market. The Cus­tomer the­r­e­fore un­der­takes to con­firm after re­ceipt of the con­tract goods in wri­ting that, ac­ting in the role of cus­tomer, it has re­ceived the con­tract goods which con­sti­tute a de­li­very wi­thin the Single Market.
15. If value-added tax is not in­cluded in our in­voice, in par­ti­cular be­cause we have as­sumed that the goods have been sup­plied or the ser­vices pro­vided on the basis of a “Single Market tran­sac­tion” in the sense of Ar­ticle 4 No. 1 b tog­e­ther with Ar­ticle 6 a of the German Value-Added Tax Law [UStG], and we are re­tro­s­pec­tively charged with value-added tax (Ar­ticle 6 a IV of the Value-Added Tax Law), the Cus­tomer un­der­takes to reim­burse us with the amount which has been charged to us. This duty shall apply re­gard­less of whe­ther we are re­tro­s­pec­tively charged with value-added tax, im­port value-added tax or com­pa­rable taxes in Ger­many or elsewhere.

Ar­ticle 11 – Place of ful­fill­ment, transfer of risk, packaging

1. The place of ful­filment for the ser­vices and pay­ments spe­ci­fied in the order shall be our re­gis­tered office.
2. The Cus­tomer un­der­takes to com­plete an ac­cep­tance pro­ce­dure as soon as we have no­ti­fied it that the ser­vices it or­dered have been com­pleted. If the Cus­tomer does not com­plete this ac­cep­tance pro­ce­dure wi­thin two weeks of such no­ti­fi­ca­tion, the ser­vices shall be de­emed to have been accepted.
3. The risk of de­s­truc­tion, loss or da­mage to the goods shall be trans­ferred to the Cus­tomer when we no­tify it that the goods are ready. If ship­ment has been agreed, the risk shall be trans­ferred to the Cus­tomer when the goods are dis­patched or they have been handed over to the trans­port contractor.
4. Un­less agree­ment has been made to the con­trary, we shall de­ter­mine the type and scope of pack­a­ging. Single use pack­a­ging must be dis­posed of by the Customer.
5. If the goods are shipped in lo­aned pack­a­ging, the pack­a­ging must be re­turned free of charge wi­thin 20 days of re­cei­ving the ship­ment. The Cus­tomer must pay com­pen­sa­tion for any loss or da­mage to the lo­aned packaging.
Lo­aned pack­a­ging must not be used for any other pur­poses or for sto­ring other goods. They may only be used for trans­porting the sup­plied goods. La­bels on lo­aned pack­a­ging must not be removed.
6. In the event of the goods being da­maged or lost en route, the Cus­tomer should carry out an in­spec­tion im­me­dia­tely and no­tify us of the re­sults. Claims re­la­ting to any trans­port da­mage must be made wi­t­hout delay to the for­warder by the Customer.

Ar­ticle 12 – Duty to in­spect and complain

1. The Cus­tomer un­der­takes to in­spect the sup­plied goods pur­suant to Ar­ticle 377 of the German Com­mer­cial Code or equi­va­lent for­eign na­tional or in­ter­na­tional re­gu­la­tions im­me­dia­tely after de­li­very and to no­tify us wi­t­hout delay of any de­fects and da­mage iden­ti­fied either then or later in wri­ting or in text form. Other­wise the ship­ment shall be as­sumed to have been ap­proved as per­fect. The pro­vi­sions of Ar­ticle 377 of the German Com­mer­cial Code shall apply as and where ap­pro­priate for ge­neral and works services.
2. All fur­ther use of de­fec­tive goods or ser­vices must be stopped im­me­dia­tely. If it was not pos­sible to iden­tify a de­fect on re­ceipt of the goods or du­ring the pro­vi­sion of the ser­vice, all fur­ther use of the goods or ser­vices must be stopped im­me­dia­tely after the dis­co­very of the defect.
3. The Cus­tomer shall send us a re­pre­sen­ta­tive quan­tity of de­fec­tive parts wi­t­hout delay. It shall grant us the time re­quired to in­spect the de­fect. In the event of un­ju­s­ti­fied com­plaints, we re­serve the right to charge the Cus­tomer with the in­spec­tion costs we have incurred.
4. The com­plaint shall not ex­empt the Cus­tomer from its duty to comply with its pay­ment obligations.

Ar­ticle 13 – Warranty

1. Ar­ticle 434 of the German Civil Code in the ver­sion in force up to the end of 2021 shall apply. If the goods or ser­vices are de­fec­tive, we shall be en­titled at our dis­cre­tion to rec­tify the de­fect, supply re­pla­ce­ment goods or pro­vide the Cus­tomer with a credit note wi­thin a re­asonable pe­riod of time.
2. Re­fi­nis­hing work by the Cus­tomer or by third par­ties en­gaged by it shall re­quire our con­sent. In ur­gent cases, this shall only be per­mitted if we have been set a dead­line, al­beit a short one, for the re­fi­nis­hing work which has elapsed wi­t­hout the work being com­pleted or we have re­fused to carry out the re­fi­nis­hing work wi­thin this deadline.
3. In the event that the goods are out­sourced pro­ducts or such goods are in­stalled or other­wise used in the pro­ducts, we shall be en­titled to limit our lia­bi­lity in­iti­ally to the as­sign­ment of war­ranty claims which we are due from the sup­plier of the out­sourced pro­ducts un­less sa­tis­fac­tion from the as­sign­ment right fails or the as­si­gned claim cannot be en­forced for other reasons.
4. Claims by the Cus­tomer re­la­ting to the costs re­quired for the pur­poses of re­peat ful­filment, in par­ti­cular trans­port, travel, la­bour, ma­te­rial and re­pla­ce­ment costs shall not be per­mitted if these costs are in­creased be­cause the goods were sub­se­quently trans­ported to a place other than the ori­ginal place of ful­filment un­less said trans­port is part of their in­tended use. This shall apply as and were ap­pli­cable for claims on the part of the Cus­tomer for the reim­bur­se­ment of costs under Ar­ticle 445a of the German Civil Code as long as the last con­tract in the supply chain is not a con­sumer goods purchase.
5. The pro­vi­sion of Ar­ticle 439 III of the German Civil Code shall only be ap­pli­cable if the pro­duct sup­plied by us is in­trin­si­cally linked to the Customer’s pro­duct. This shall par­ti­cu­larly apply if our pro­duct has been in­trin­si­cally con­nected, mixed or pro­cessed with the Customer’s pro­duct in­gre­di­ents. This is par­ti­cu­larly the case if our pro­duct has been welded, jointed or in­serted at a deep level, which re­sults in si­gni­fi­cant cost in ma­king our pro­duct accessible.
If the Customer’s pro­duct can be rec­ti­fied by re­pair work whilst it is in­stalled or by the re­pla­ce­ment of in­di­vi­dual parts wi­thin our pro­duct or by a si­milar al­ter­na­tive re­pla­ce­ment me­a­sure, the pro­vi­sion of Ar­ticle 439 III of the German Civil Code shall not be applicable.
6. The same war­ranty pro­vi­sions shall apply to re­pla­ce­ment ser­vices and re­fi­nished goods as for the goods or ser­vices sup­plied originally.
7. War­ranty claims against us may only be made by the ac­tual Cus­tomer and must not be as­si­gned wi­t­hout our consent.
8. As a sup­plier of semi-fi­nished pro­ducts and in­di­vi­dual parts which are in­tended for use in the Customer’s goods, we are not a sup­plier in the sense of Ar­ticles 445 a, 445 b and 478 of the German Civil Code.
9. Un­less other­wise agreed, the above pa­ra­graphs shall con­sti­tute the full war­ranty for our pro­ducts and services.
10. Our pro­ducts do not con­tain any di­gital con­tents or ser­vices and shall not be re­garded as being linked to them.
11. The Cus­tomer shall be re­spon­sible for the com­pre­hen­sive spe­ci­fi­ca­tion and pro­perty agree­ment of the goods. In par­ti­cular, the Cus­tomer shall be re­spon­sible for spe­ci­fying the pur­pose of the pro­ducts for its application.
Pu­blic state­ments made by a dif­fe­rent link in the supply chain or on its be­half, par­ti­cu­larly in ad­ver­ti­sing or on the label, shall not be bin­ding for us.
Ac­cess­ories, in­clu­ding pack­a­ging, as­sembly, in­stal­la­tion or other in­s­truc­tions, shall be sup­plied under the con­trac­tual agreement.

Ar­ticle 14 – Legal de­fects, in­tellec­tual pro­perty rights

1. Or­ders based on dra­wings, sket­ches or other in­for­ma­tion sup­plied to us shall be com­pleted at the Customer’s risk. If, as a re­sult of com­ple­ting such or­ders, we are sued for brea­ching third party in­tellec­tual pro­perty rights, the Cus­tomer shall in­dem­nify us from claims by the legal ow­ners of said rights and shall reim­burse us with any costs and da­mages in­curred as a result.
2. We shall not ac­cept any lia­bi­lity for brea­ches of in­tellec­tual pro­perty rights, which re­late to the use of the goods or ser­vices or to the con­nec­tion or use of the goods or ser­vices with other products.
3. In the event of legal de­fects, we shall be en­titled, at our dis­cre­tion, to ob­tain the re­quired li­cences or to rec­tify the de­fects by mo­di­fying the goods or ser­vices wi­thin reason.
4. Un­less other­wise agreed, our lia­bi­lity for brea­ching third party in­tellec­tual pro­perty rights shall be rest­ricted to in­tellec­tual pro­perty rights which have been re­gis­tered and pu­blished in Germany.
5. We re­serve all ow­ner­ship rights and com­mer­cial in­tellec­tual pro­perty rights and co­py­rights to the ma­te­rials, pro­ducts, de­signs, moulds, samples, ser­vices, dra­wings, il­lus­tra­tions, cal­cu­la­tions and other (tech­nical) do­cu­ments pro­vided by us. Any dis­clo­sure to third par­ties shall re­quire our prior written con­sent. If we pro­vide plan­ning ser­vices, the Cus­tomer hereby ack­now­ledges our in­tellec­tual pro­perty rights.

Ar­ticle 15 – Liability

1. We shall only ac­cept lia­bi­lity for the out­stan­ding ac­counts of the com­pany up to the value of the company’s assets.
2. In the event of simple ne­gli­gence we shall only ac­cept lia­bi­lity for a breach of a major con­tract duty. Our lia­bi­lity shall be li­mited to the fo­re­seeable da­mages which are ty­pical for these con­tracts. The same shall apply to claims on the part of the Cus­tomer under tort law.
3. In the event of assured pro­per­ties, our lia­bi­lity shall be li­mited to the scope and the amount of our pro­duct lia­bi­lity insu­rance po­licy. The scope of co­verage cor­re­sponds to the re­com­men­da­tions for pu­blic and pro­duct lia­bi­lity insu­rance po­li­cies made by the German Insu­rance In­dustry Fe­de­ra­tion. The level of co­verage for the claims set out in the insu­rance po­licy shall be at least EUR 2.5 mil­lion per claim and double this amount per insu­rance year. If this does not apply or does not apply in full, we shall ac­cept lia­bi­lity to the level of the insured sum.
4. Com­pen­sa­tion claims for per­sonal in­jury and claims under the Pro­duct Lia­bi­lity Law shall be sub­ject to the sta­tu­tory regulations.
5. Our sup­pliers are not our agents under our con­tract with the Cus­tomer. Any cul­pa­bi­lity on the part of our sup­pliers can the­r­e­fore not be as­si­gned to us.
6. All lia­bi­lity other than that de­scribed in the pro­vi­sions above shall be ex­cluded. Re­course claims on the part of the Cus­tomer against us shall only exist as long as the Cus­tomer has not made any agree­ments with its cli­ents which go beyond the sta­tu­tory de­fect and com­pen­sa­tion claims. Our lia­bi­lity shall be ex­cluded if the Cus­tomer has ef­fec­tively li­mited its lia­bi­lity to its own customers.
7. If our lia­bi­lity is li­mited or ex­cluded, this shall also apply to the per­sonal lia­bi­lity of our staff, workers, col­le­agues, re­pre­sen­ta­tives, agents and vica­rious agents.
8. If our lia­bi­lity is ex­cluded or li­mited, the Cus­tomer un­der­takes to in­dem­nify us from claims by third par­ties at our request.
9. The Cus­tomer un­der­takes to no­tify us wi­t­hout delay at least in text­form if it be­comes aware of claims by third par­ties which could be linked to the de­li­very of our pro­ducts or pro­vi­sion of our ser­vices and re­serve our right to con­duct all de­fence ac­tions and sett­le­ment negotiations.

Ar­ticle 16 – Sta­tute of limitations

1. The sta­tute of li­mi­ta­tions for claims and rights re­la­ting to de­fects af­fec­ting our pro­ducts, ser­vices or works ser­vices and re­sul­tant da­mage shall be one year. This shall not apply if the law spe­ci­fies longer pe­riods. The start of this sta­tute of li­mi­ta­tions pe­riod is based on the sta­tu­tory regulations.
2. The sta­tute of li­mi­ta­tions set out in pa­ra­graph 1, sen­tence 1 shall also not apply in cases of ma­lice if we have de­li­bera­tely not told you about the de­fect or have gua­ran­teed a spe­cific pro­perty, or for com­pen­sa­tion claims due to per­sonal in­jury or loss of freedom of a person, for claims under the Pro­duct Lia­bi­lity Law and for a grossly ne­gli­gent breach of duty or if we breach car­dinal con­tract duties.
3. Reful­filment ac­tion shall not in­ter­rupt the sta­tute of li­mi­ta­tions for the ori­ginal pro­vi­sion of the ser­vice nor shall it cause the sta­tute of li­mi­ta­tions to restart.

Ar­ticle 17 – Re­ser­va­tion of title and ac­qui­si­tion of title

1. We shall re­serve title to all con­tract goods until all our claims from our busi­ness re­la­ti­onship with the Cus­tomer have been settled in full.
2. If our pro­perty is pro­cessed, con­nected or mixed with pro­perty owned by others, we shall ac­quire title to the new item as set out in Ar­ticle 947 of the German Civil Code.
3. If the pro­ces­sing, con­nec­tion or mi­xing takes place in such a way that the third party pro­perty is re­garded as the main item, we shall ac­quire title as a pro­por­tion of the value of our goods or ser­vices to the other goods or ser­vices at the time of the processing.
4. If we ac­quire title to an item as a re­sult of our goods or ser­vices, we shall re­serve title to this item until all our out­stan­ding claims from our busi­ness re­la­ti­onship with the Cus­tomer have been settled in full.
5. The Cus­tomer un­der­takes to keep the re­ser­va­tion of title goods safely and, if ne­ces­sary, to com­plete any ser­vicing and main­ten­ance work at its ex­pense promptly. The Cus­tomer must insure the re­ser­va­tion of title goods at its own ex­pense against loss and da­mage. Any se­cu­rity claims ac­crued in the event of da­mage must be as­si­gned to us.
6. The Cus­tomer shall be en­titled to re­sell the item which is our (joint) pro­perty as part of its normal busi­ness as long as it ful­fils its du­ties from its busi­ness re­la­ti­onship with us. In this event a pro­por­tion of the claim re­sul­ting from the sale shall be as­si­gned to us to cover the value of our re­ser­va­tion of title goods or ser­vices to the total value of the sold goods. The Cus­tomer shall re­tain en­tit­le­ment to collect this claim even after this as­sign­ment. Our aut­ho­rity to collect these claims our­selves shall not be affected.
7. The right on the part of the Cus­tomer to dis­pose of the goods sub­ject to our re­ser­va­tion of title and to collect the claims as­si­gned to us shall be­come null and void as soon as the Cus­tomer fails to meet its pay­ment du­ties or an ap­pli­ca­tion is made to open in­sol­vency pro­cee­dings against its as­sets. In these cases and in the event of any other ac­tion by the Cus­tomer in breach of the con­tract, we shall be en­titled to take back any goods sup­plied with re­ser­va­tion of title.
8. The Cus­tomer shall no­tify us wi­t­hout delay if there are any risks to its re­ser­va­tion of title goods, par­ti­cu­larly in the event of in­sol­vency and en­force­ment ac­tion. At our re­quest, the Cus­tomer must pro­vide all the re­quired in­for­ma­tion about the goods which are our (joint) pro­perty and about the claims as­si­gned to us and must no­tify its cli­ents of said as­sign­ment. The Cus­tomer shall pro­vide us with sup­port in all ac­tion re­quired to pro­tect our (joint) pro­perty and shall pay the costs of any such action.
9. We shall have a right of sei­zure for all the Customer’s goods which are in our pos­ses­sion due to the con­tract to cover all our claims from the con­tract. This right of sei­zure may also be used for claims from goods or ser­vices sup­plied ear­lier if they are linked to the goods or ser­vices in question.
The right of lien shall apply to other claims from our busi­ness re­la­ti­onship as long as they are un­dis­puted or have been fixed by a court of law. Ar­ticles 1204 et seqq. of the German Civil Code and Ar­ticle 50 Para. 1 of the German In­sol­vency Re­gu­la­tion shall apply as and where appropriate.
10. If the rea­li­sable value of the se­cu­ri­ties ex­ceeds our claims by more than 15 %, we shall re­lease se­cu­ri­ties co­ve­ring the ex­cess value at our dis­cre­tion at the re­quest of the Customer.

Ar­ticle 18 – Pro­duc­tion equipment

1. If spe­cial pro­duc­tion equip­ment, such as samples, tools and tem­plates, are re­quired to com­plete the order, we shall be­come or re­main the owner of the pro­duc­tion equip­ment ma­nu­fac­tured by us or by a third party en­gaged by us even if the Cus­tomer has paid part of the costs of the equipment.
2. The pro­duc­tion equip­ment shall only be used for or­ders placed by the Cus­tomer as long as the Cus­tomer meets its pay­ment and ac­cep­tance un­der­ta­kings. We shall only be ob­liged to main­tain and re­place this equip­ment free of charge if such ac­tion is re­quired to fulfil a pro­duc­tion quan­tity which has been gua­ran­teed to the Customer.
3. Ma­nu­fac­tu­ring costs for the pro­duc­tion equip­ment shall be in­voiced se­pa­ra­tely from the goods to be sup­plied un­less other­wise agreed. This shall also apply to equip­ment which must be re­placed as a re­sult of wear.
The share of the tool costs shall be shown se­pa­ra­tely in the quo­ta­tion and in the order con­fir­ma­tion; they shall be pa­yable on a net basis when the con­tract is con­cluded. In ad­di­tion, in­for­ma­tion should be pro­vided the­rein whe­ther and how any shares of the tool costs that have been paid will be amortised.
4. If it has been agreed that the Cus­tomer shall be­come the owner of the equip­ment, title to the equip­ment shall pass to the Cus­tomer after the purchase price for the equip­ment has been paid. The han­dover of the equip­ment to the Cus­tomer shall be re­placed by our duty of safe­kee­ping for the equip­ment. Re­gard­less of the sta­tu­tory claim for the equip­ment to be handed over to it and of the ser­vice life of the equip­ment, we shall be en­titled to main­tain sole pos­ses­sion of the equip­ment until the ac­cep­tance of an agreed mi­nimum quan­tity by the Cus­tomer or until a cer­tain pe­riod of time has elapsed. We shall mark the equip­ment as the pro­perty of a third party and insure it at the re­quest of the Cus­tomer and at its expense.
5. If the Cus­tomer sus­pends or ter­mi­nates the col­la­bo­ra­tion du­ring the ma­nu­fac­tu­ring pe­riod for the pro­duc­tion equip­ment all ma­nu­fac­tu­ring costs in­curred to date shall be charged to it un­less we are re­spon­sible for such termination.
6. If the Customer’s own equip­ment as de­scribed in pa­ra­graph 4 is used or if the Cus­tomer pro­vides the equip­ment on a loan basis, our lia­bi­lity re­la­ting to the safe­kee­ping and care of the equip­ment shall be li­mited to the same duty of care as would apply if we owned the equip­ment. The costs of main­ten­ance and insu­rance shall be paid by the Cus­tomer. Our du­ties shall be­come null and void if, after ma­king a re­quest to the Cus­tomer to collect the equip­ment, it has not coll­ected it wi­thin 14 days of the re­quest being made.
7. If the Cus­tomer fails to meet its con­tract ob­li­ga­tions in full, we shall be en­titled to exer­cise a right of re­ten­tion to the equip­ment. Our sta­tu­tory sei­zure rights shall not be af­fected by this.

Ar­ticle 19 – Cus­tomer-pro­vided ma­te­rials, pro­ces­sing, usability

If the Cus­tomer pro­vides ma­te­rials or other items, her­ein­after also known as goods, for ma­chi­ning or pro­ces­sing, the fol­lo­wing pro­vi­sions shall apply:
1. The goods sup­plied to us shall only be in­spected for ex­tern­ally vi­sible de­fects and da­mage when we re­ceive them. We shall not be ob­liged to con­duct any other in­spec­tions. Any de­fects or da­mage found will be re­ported to the Cus­tomer wi­thin 10 working days of the dis­co­very of the defect.
2. The goods sup­plied to us must be made of ea­sily pro­cessable ma­te­rial with stan­dard or agreed pro­per­ties. Other­wise, we shall in­voice the Cus­tomer for any ad­di­tional work. The lead times agreed with us shall be ex­tended by the delay caused if the pro­per­ties de­scribed in sen­tence 1 are not provided.
3. If the goods are unusable as a re­sult of ma­te­rial flaws, we must be reim­bursed with the pro­ces­sing costs we have incurred.
4. We shall not be liable for da­mage caused by in­ac­cu­rate wor­ding and la­bel­ling on the ma­te­rial sup­plied by the Customer.
5. The Cus­tomer un­der­takes to reim­burse us with all costs and da­mages, in­clu­ding loss of profit, which we incur as a re­sult of our being sup­plied with ma­te­rial which is not sui­table for processing.
6. We shall not make any com­pen­sa­tion for waste in­curred up to the level which is ac­cepted as stan­dard in the industry.
7. Un­less other­wise agreed, we de­cide on the usa­bi­lity of the raw ma­te­rials that arise du­ring pro­ces­sing by us.
8. Should reusable raw ma­te­rials, waste ma­te­rials or re­jects, as well as scrap parts etc. arise du­ring pro­ces­sing, these shall au­to­ma­ti­cally be­come our property.
9. The Cus­tomer will not re­ceive any re­funds or cre­dits for pro­ceeds from this, as these are al­ready in­cluded in the re­spec­tive purchase or offer price.
10. In the case of non-re­cy­clable ma­te­rials, we can charge for the cor­re­spon­ding dis­posal costs.

Ar­ticle 20 – Termination

The right of the Cus­tomer to ter­mi­nate the con­tract pur­suant to Ar­ticle 648 of the German Civil Code shall be can­celled un­less these are long term contracts.

Ar­ticle 21 – RoHS and the Elec­tronic and Elec­trical Equip­ment Law

1. Be­fore pla­cing an order, the Cus­tomer must check whe­ther our goods, after pro­ces­sing, will be co­vered by Di­rec­tive 2002/95/EC (RoHS) and the Elec­tronic and Elec­trical Equip­ment Law and no­tify us whe­ther this is the case. If we do not re­ceive any such no­ti­fi­ca­tion, we shall as­sume that the work­pieces are not to be fitted in or con­nected to pro­ducts which come under the list of pro­ducts set out in Ar­ticle 2 pa­ra­graph 1 of the Elec­tronic and Elec­trical Equip­ment Law.
2. In the event of a breach of the Elec­tronic and Elec­trical Equip­ment Law, our lia­bi­lity shall be ex­cluded if this breach is based on a vio­la­tion of the Customer’s duty of no­ti­fi­ca­tion. If this breach re­sults in third party claims being lodged against us, the Cus­tomer must in­dem­nify us from any such claims.

Ar­ticle 22 – Confidentiality

1. The Cus­tomer un­der­takes to treat all aspects of the busi­ness re­la­ti­onship which re­quire pro­tec­tion in con­fi­dence. In par­ti­cular, it shall treat all com­mer­cial and tech­nical de­tails which are not part of the pu­blic do­main and which come to its at­ten­tion as a re­sult of the busi­ness re­la­ti­onship as con­fi­den­tial. In­for­ma­tion or aspects of the busi­ness re­la­ti­onship which were al­ready part of the pu­blic do­main at the time of their dis­clo­sure shall not be co­vered by the duty of con­fi­den­tia­lity nor shall in­for­ma­tion or aspects of the busi­ness re­la­ti­onship for which the party to the con­tract can pro­vide evi­dence to the ef­fect that it al­ready knew the in­for­ma­tion be­fore its dis­clo­sure by us. The Cus­tomer shall en­sure that its per­sonnel shall also be sub­jected to ap­pro­priate con­fi­den­tia­lity agreements.
2. The do­cu­ments pro­vided to the Cus­tomer may only be co­pied if re­quired for ope­ra­tional re­qui­re­ments and in ac­cordance with co­py­right regulations.
3. All do­cu­ments may not be dis­c­losed to third par­ties in full or in part or used for pur­poses other than those for which they were sup­plied to the Cus­tomer wi­t­hout our written consent.
4. The dis­clo­sure, even in part, of the busi­ness re­la­ti­onship with us to third par­ties shall only be pos­sible with our prior written con­sent; the Cus­tomer shall sub­ject the third par­ties to a con­fi­den­tia­lity agree­ment of the same type and scope.
5. The Cus­tomer may only pro­duce pu­bli­city ma­te­rial fea­turing our busi­ness re­la­ti­onship with our prior written con­sent; it shall con­tinue to be sub­ject to its duty of con­fi­den­tia­lity even after the end of the busi­ness relationship.

Ar­ticle 23 – Sui­ta­bi­lity for ex­port and import

1. The Cus­tomer shall be re­spon­sible for com­pli­ance with and the im­ple­men­ta­tion of the re­le­vant for­eign trade re­gu­la­tions (for ex­ample im­port li­cences, cur­rency transfer per­mits, etc.) and other laws in force out­side the Fe­deral Re­pu­blic of Ger­many. The risk of whe­ther the or­dered pro­ducts may be ex­ported or im­ported shall be borne by the Cus­tomer in this respect.
2. The goods and ser­vices (con­tract ful­filment) shall be sub­ject to the re­ser­va­tion that the ful­filment of the con­tract is not hin­dered by any obs­ta­cles based on na­tional or in­ter­na­tional re­gu­la­tions, par­ti­cu­larly ex­port con­trol re­gu­la­tions and em­bar­goes or other sanctions.
3. The Cus­tomer un­der­takes to pro­vide all in­for­ma­tion and do­cu­ments re­quired for the export/transport/import of the goods.
4. De­lays re­sul­ting from ex­port in­spec­tions or li­cen­sing pro­ce­dures shall re­sult in dead­lines and lead times being sus­pended by the du­ra­tion of the delay.

Ar­ticle 24 – Place of ju­ris­dic­tion and ap­pli­cable law

1. If the Cus­tomer is a busi­nessman, the place of ju­ris­dic­tion shall be the court with ju­ris­dic­tion for our re­gis­tered of­fice or the Customer’s re­gis­tered of­fice at our discretion.
2. The laws of the Fe­deral Re­pu­blic of Ger­many shall be ex­clu­si­vely ap­pli­cable to our busi­ness re­la­ti­onships with the Cus­tomer. The ap­pli­ca­bi­lity of the CISG “United Na­tions Con­ven­tion on Con­tracts for the In­ter­na­tional Sale of Goods” shall be excluded.
3. If in­di­vi­dual parts of these ge­neral terms of de­li­very are in­valid, this shall not af­fect the va­li­dity of the other provisions.

Ar­ticle 25 – Data protection

We shall pro­cess all the Customer’s data ex­clu­si­vely for the pur­poses of con­duc­ting busi­ness and on the basis of the spe­ci­fi­ca­tions of the re­le­vant data pro­tec­tion re­gu­la­tions. If it sub­mits a written re­quest, the Cus­tomer shall also be en­titled to in­for­ma­tion about its per­sonal data coll­ected, pro­cessed and used by us.

Ar­ticle 26 – Contact data

Karl Georg Scho­bert Prä­zi­sions-Mess­zeug GmbH
Am Gru­ben­teich 3
63743 Aschaffenburg

Ma­na­ging Di­rec­tors: Mi­chael Scho­bert, Ha­rald Orth

Phone: 0049 6021–31092–0
Fax: 0049 6021–31092–22

Com­mer­cial Re­gister: Aschaf­fen­burg Local Court HRB 4407
VAT re­gis­tra­tion No. DE 132090540