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• (German) ALB – Stand: Juli 2019
• (German) ALB – Stand: Ja­nuar 2007

General Terms and Conditions of Sale and Delivery

Last up­date: Fe­bruary 2007

Karl Georg Schobert Prä­zi­sions-Meß­zeug GmbH
Am Gru­ben­teich 3
63743 Aschaffenburg
Germany

Te­le­phone: 0049 (0)6021/31092–0
Fax: 0049 (0)6021/31092–22

Please use the ad­dress above for busi­ness correspondence.

I. Scope

(1) In ad­di­tion to the in­di­vi­dual con­trac­tual ar­ran­ge­ments and the ap­p­li­cable legal pro­vi­sions, these Ge­neral Terms and Con­di­tions of Sale and De­li­very shall ex­clu­si­vely go­vern the en­tire busi­ness re­la­ti­onship bet­ween our com­pany and the cus­tomer. We do not ac­cept terms and con­di­tions of the cus­tomer that are con­trary to the pro­vi­sions of these Ge­neral Terms and Con­di­tions. The con­fir­ma­tion of an order shall not imply any en­dor­se­ment of such terms and con­di­tions. The ab­sence of an ex­plicit re­jec­tion shall not be con­strued as an ack­now­led­ge­ment of the customer’s terms. The pre­sent Terms and Con­di­tions shall be ap­p­li­cable, even if we ac­cept pay­ments or pro­vide ser­vices in awa­reness of the customer’s con­tra­dic­tory or in­con­gruent terms and con­di­tions. The cus­tomer shall be deemed to en­dorse our terms and con­di­tions when si­gning an agree­ment or ac­cep­ting our de­li­very or services.

(2) Upon si­gna­ture these Ge­neral Terms and Con­di­tions of Sale and De­li­very shall be­come in­te­gral part of the agree­ment with the cus­tomer and sub­se­quently go­vern the en­tire busi­ness re­la­ti­onship and the­re­fore all suc­ces­sive fu­ture agree­ments until they are re­placed by new terms and conditions.

II. Ser­vices, Sui­ta­bi­lity, Documents

(1) Our written con­fir­ma­tion of the order de­ter­mines the extent of our ser­vices as de­scribed in our offer. However, if the offer con­tains a time limit for ac­cep­t­ance, the cus­tomer is re­quired to ac­cept the offer wi­thin the fixed pe­riod of time. Other­wise the offer shall no longer be bin­ding. The qua­lity and cha­rac­te­ris­tics of the sup­plied pro­ducts shall cor­re­spond to the sam­ples sub­mitted to the cus­tomer prior to the start of the pro­duc­tion of the or­dered items.

(2) We do not give any war­ranty as to the in­for­ma­tion about our pro­ducts pro­vided in brochures, ca­ta­lo­gues or other do­cu­ments as well as in elec­tronic media (in­ternet), re­la­ting to the sui­ta­bi­lity of the pro­ducts for spe­cific uses, un­less cer­tain qua­li­ties are ex­pli­citly gua­ran­teed in our offer or in the con­fir­ma­tion of the order. However, such gua­ran­tees shall not re­lease the cus­tomer from the ob­li­ga­tion to carry out tests and trials. The cus­tomer is in par­ti­cular re­quired to ve­rify the sui­ta­bi­lity of our pro­ducts, de­s­pite our re­com­men­da­tions, for the in­tended or any other use. This in­cludes the ve­ri­fi­ca­tion of the com­pli­ance of the use of our pro­ducts with sta­tu­tory or ad­mi­nis­tra­tive provisions.

(3) All quotes, charts, drawings, cost esti­mates and any other do­cu­ments shall be sub­ject to in­tel­lec­tual pro­perty rights and the pro­vi­sions of the co­py­right law. It is not al­lowed to pass such do­cu­ments on to third par­ties or use them for pur­poses that are not ex­pli­citly aut­ho­rised. This shall in par­ti­cular apply to do­cu­ments which are marked as “con­fi­den­tial”. The cus­tomer may not for­ward such do­cu­ments to third par­ties wi­thout our prior written consent.

III. Quote, Agree­ment, Written Form

(1) We shall be en­ti­tled to wi­th­draw our offer until the cus­tomer has de­clared ac­cep­t­ance. Any order of the cus­tomer, which cannot be con­strued as an ac­cep­t­ance of our spe­cific offer, shall not be­come bin­ding until we have ex­pli­citly con­firmed it. The order con­fir­ma­tion de­ter­mines the extent of the services.

(2) Ba­si­cally, the order of the cus­tomer shall be con­strued as an offer, which does not be­come le­gally bin­ding until we have con­firmed it in wri­ting (order confirmation).

(3) Un­less other­wise agreed, we shall ac­cept the order of a cus­tomer wi­thin two weeks fol­lowing the re­ceipt of the re­quest. If it were not pos­sible to send an order con­fir­ma­tion to the cus­tomer, the de­li­very of the goods shall be con­strued as an im­plicit order confirmation.

(4) Ge­ne­rally, any de­cla­ra­tion of in­tent has to be made in wri­ting by the cus­tomer. Or­ders made by te­le­phone or email shall be deemed to be exe­cuted at the risk of the customer.

IV. Small Order Charge, Can­cel­la­tion Charges

(1) For small or­ders of a net value under € 50.00 we charge a net surch­arge of € 25.00.

(2) If the cus­tomer can­cels an order, we shall be en­ti­tled to claim com­pen­sa­tion for da­mages equi­va­lent to 10% of the agreed price for ad­mi­nis­tra­tion costs and losses in­curred, un­less higher da­mages can be proved. Li­ke­wise, the cus­tomer is free to prove lesser damages.

V. Prices, In­voi­cing, Pay­ment Terms, In­te­rest, Sol­vency Pro­blems, Miscellaneous

(1) Un­less other­wise agreed, the prices are ex­clu­sive of VAT and sub­ject to change (ship­ment from the Aschaf­fen­burg pro­duc­tion site). The cus­tomer in­curs the costs for pa­ck­a­ging, ship­ping, postage and trans­port insurance as well as ta­riffs. We re­serve the right to issue a bill ac­cording to the rates and dis­counts ap­p­li­cable on the day of de­li­very. The prices in­di­cated in the ca­ta­logue are per item in Euro. We will only take out a ship­ping insurance po­licy for the mer­chan­dise upon written re­quest of the cus­tomer, who in­curs the insurance costs. Cash on de­li­very or pre­pay­ment is re­quired from cus­to­mers with whom we have no on­going busi­ness relationship.

(2) Our prices are cal­cu­lated on the basis of the va­lues of the common cost fac­tors ap­p­li­cable on the date of the order or con­fir­ma­tion of the order, un­less we have sub­mitted a spe­cific quote to the cus­tomer. We re­serve the right to raise the prices wi­thin the li­mits of the legal pro­vi­sions in the event of a si­gni­fi­cant rise of the costs for wages and sa­la­ries, ma­te­rial, en­ergy or other cost fac­tors. Upon re­quest of the cus­tomer, we will pro­vide do­cu­ments for justification.

(3) Ge­ne­rally, due pay­ments shall be settled wi­thin 30 days of the in­voi­cing date and shall be made by bank transfer in Euro wi­thout de­duc­tion into our bank ac­count in­di­cated on these pages. We grant a dis­count of 2 % for prompt pay­ments made wi­thin 10 days of the date of the invoice.

(4) If the par­ties have agreed that the de­li­very of the goods can be called off by the cus­tomer wi­thin a de­ter­mined pe­riod of time, we shall be en­ti­tled to submit the in­voice to the buyer from the mo­ment in which the pro­ducts are ready for ship­ment. This shall also apply to call-off or­ders with fixed de­li­very dates.

(5) The pay­ment is ex­pected to be made in the way that we can dis­pose of the money by due date.

(6) If the cus­tomer should fall into ar­rears with a pay­ment, we shall be en­ti­tled to levy in­te­rest of 8 per cent above the ap­p­li­cable base rate, as set out in § 247 BGB (German Civil Law). The in­te­rest shall be due immedia­tely. Both con­trac­ting par­ties shall have the rights to pro­vide evi­dence pro­ving a higher or lesser damage.

(7) If the cus­tomer fails to settle a due amount or if other cir­cum­s­tances should arise in­di­ca­ting a si­gni­fi­cant de­te­rio­ra­tion in the customer’s fi­nan­cial po­si­tion after the si­gna­ture of an agree­ment, we shall be en­ti­tled – re­gard­less of the due date of a bill of ex­change we may have ac­cepted – to de­mand immediate pay­ment of all debts ari­sing from the same agree­ment. If ju­s­ti­fiable doubts, re­gar­ding the sol­vency or credit­wort­hi­ness of the cus­tomer, should emerge, for ex­ample due to the ope­ning of an in­sol­vency pro­cee­ding, we shall be en­ti­tled to re­quire immediate pay­ment of the customer’s lia­bi­li­ties or the pro­vi­sion of a sui­table se­cu­rity. If the cus­to­mers re­fuses to pro­vide pre­pay­ment or se­cu­ri­ties, we shall have the right to wi­th­draw from the agree­ments after ha­ving granted a re­a­son­able grace pe­riod and claim com­pen­sa­tion for the ex­penses, da­mages or losses ari­sing from the non-ful­filment of the con­trac­tual obligations.

(8) Not­with­stan­ding the pro­vi­sions above the le­gis­la­tion re­la­ting to pay­ment de­fault shall apply.

(9) We ex­pressly re­serve the right to de­cide each time whe­ther or not to ac­cept a bill of ex­change or a cheque. The ac­cep­t­ance shall be deemed to be con­di­tional. The debtor in­curs bank, ca­shing and collec­tion charges.

(10) Not­with­stan­ding the pro­vi­sions of §§ 366, 367 BGB (German Civil Law) and re­gard­less of po­ten­ti­ally dif­fe­rent terms of the cus­tomer, we re­serve the right to as­sign pay­ments to the customer’s lia­bi­li­ties at our dis­cre­tion. The cus­tomer shall be deemed to waive the right to de­ter­mine the as­sign­ment of the payments.

VI. Set-off, Rights of Retention

(1) The cus­tomer shall only be en­ti­tled to set off debts against un­con­tested or ju­di­cially va­li­dated counterclaims.

(2) The cus­tomer shall only be en­ti­tled to ex­er­cise the right of re­ten­tion in re­la­tion to coun­ter­c­laims ari­sing from the same agreement.

VII. Quan­tity and Qua­lity Tolerances

(1) The quan­tity of goods de­li­vered may vary wi­thin a to­le­rance of 10 % from the quan­tity ac­tually agreed.

(2) Va­ria­tions in di­men­sion, weight and phy­sical pro­per­ties shall be ad­mis­sible in ac­cordance with the DIN/EN/ISO stan­dards or to the com­monly ac­cepted level in com­mer­cial transactions.

VIII. Mo­di­fi­ca­tions, Con­trol Parameters

(1) If the cus­tomer fails to pro­vide es­sen­tial in­for­ma­tion or if the in­for­ma­tion pro­vided turns out to be in­cor­rect, we re­serve the right to mo­dify the ser­vices ac­cord­ingly. The cus­tomer shall be held re­spon­sible for pro­blems ari­sing the­re­from and no­tably bear ex­penses and losses due to the in­a­de­quate information.

(2) The cus­tomer shall ac­cept minor changes in the ma­nu­fac­tu­ring of the pro­ducts with re­spect to the spe­ci­fi­ca­tions es­tab­lished in the con­fir­ma­tion of the order re­gar­ding the de­sign, used tools and pro­duc­tion fa­ci­li­ties or ma­nu­fac­tu­ring pro­cesses. However, the mo­di­fi­ca­tions may not si­gni­fi­cantly af­fect the price, the func­tio­n­a­lity or the de­li­very period.

(3) Be­fore the start of the pro­duc­tion, it may be ne­cessary to es­tab­lish ade­quate tes­ting pro­ce­dures, if the pro­ducts must meet cer­tain re­qui­re­ments as to the di­men­sions, func­tio­n­a­lity or other con­trol pa­ra­me­ters. The tes­ting me­thods must be en­dorsed by both par­ties. If no ar­ran­ge­ment has been made, we will use our own con­trol methods.

IX. Supply, De­li­very Pe­riod and Dates, Con­trac­tual Ob­li­ga­tions, Par­tial Deliveries

(1) The supply and the ser­vices are spe­ci­fied in our offer or in the con­fir­ma­tion of the order.

(2) The de­li­very pe­riod shall start run­ning on the date of re­ceipt of the order con­fir­ma­tion or the day on which we have re­ceived all ne­cessary do­cu­ments and per­mits from the cus­tomer. The dates of de­li­very may be de­ferred ac­cord­ingly. The agreed de­li­very pe­riod shall be con­strued as an ap­pro­xi­mate time­frame, un­less a date of de­li­very has been ex­pli­citly spe­ci­fied in the agree­ment. De­s­pite a ca­reful pre­pa­ra­tion of the “con­gruent hedging agree­ment”, the spe­ci­fied pe­riod or dates of de­li­very shall be sub­ject to the timely and ac­cu­rate supply of raw ma­te­rial and de­li­very of minor quan­ti­ties of the pro­ducts purchased from sub­con­trac­tors, as agreed or com­monly ac­cepted in the sector. We do not ac­cept any re­spon­si­bi­lity for de­lays in de­li­very due to un­fo­re­see­able pro­duc­tion failures.

(3) The proper de­li­very de­pends on the timely and or­derly ful­filment of con­trac­tual ob­li­ga­tions by the cus­tomer. If the cus­tomer fails to timely fulfil con­trac­tual ob­li­ga­tions or du­ties re­gar­ding the pro­vi­sion of na­tional or for­eign cer­ti­fi­cates, agreed pre­pay­ments or other re­qui­re­ments, we shall be en­ti­tled – not­with­stan­ding the ex­er­cise of rights ari­sing from any de­fault of the cus­tomer – to ex­tend the pe­riod or defer the dates of de­li­very ac­cording to re­qui­re­ments in­herent to the pro­duc­tion and order ma­nage­ment processes.

(4) The de­li­very shall be deemed to be timely when the goods are dis­patched “ex works” or when the no­tice of rea­di­ness for collec­tion is given wi­thin the agreed de­li­very pe­riod or on the date of delivery.

(5) We shall be en­ti­tled to carry out par­tial de­li­ve­ries and in­voi­cing, un­less this would be de­tri­mental to the exe­cu­tion of the agreement.

(6) If the de­li­very date is not or cannot be pre­cisely de­ter­mined, the en­for­ce­ment of claims made on the grounds of non-com­pli­ance with the agreed de­li­very pe­riod re­quires a prior warning letter and the fi­xing of a grace period.

X. Pay­ment De­fault, Loss Mi­ti­ga­tion, Sto­rage Charges

(1) In the event of a de­layed de­li­very due to our fault, we shall only be held li­able for proven da­mages in­curred by the cus­tomer due to the delay in per­for­mance as set out in the pro­vi­sions of part XIX. Da­mage claims for a de­layed de­li­very, which is not at­tri­bu­table to our com­pany, shall be ex­cluded. We will immedia­tely no­tify the cus­tomer of the fo­re­see­able delay in delivery.

(2) Given the ob­li­ga­tion to mi­ti­gate da­mages and losses, the cus­tomer shall be ob­liged to look immedia­tely for al­ter­na­tive pro­cu­re­ment op­tions ta­king into con­si­de­ra­tion our sug­ges­tions for the supply of sub­sti­tute goods, whilst wi­th­drawing from the agree­ment. We will reim­burse the cus­tomer for ad­di­tional costs ari­sing from the purchase of the sub­sti­tute items. If the cus­tomer does not take re­a­son­able ac­tion to mi­ti­gate ex­penses and losses, our lia­bi­lity shall be li­mited to 50 % of the proven da­mages re­sul­ting from the failed delivery.

(3) In the event of a delay in ac­cep­t­ance by the cus­tomer, we shall be en­ti­tled to claim com­pen­sa­tion for da­mages ari­sing the­re­from. When fai­ling to ac­cept the per­for­mance, the cus­tomer shall bear the risk of ac­ci­dental da­mages, de­st­ruc­tion or loss of the goods.

(4) If the collec­tion or de­li­very of the goods is de­layed upon re­quest of the cus­tomer or for any other re­ason at­tri­bu­table to the cus­tomer, the risk of da­mage to or loss of the goods shall pass to the buyer once the rea­di­ness for de­li­very or collec­tion has been no­ti­fied. We shall, however, be ob­liged to take out a ship­ping insurance po­licy on be­half of the buyer, if re­quired. The cus­tomer shall bear the costs for the pro­longed sto­rage pe­riod. The mi­nimum pe­nalty amounts to 0.5 % of the in­voice value and is payable on a mon­thly basis from the date of the no­tice of rea­di­ness for de­li­very. We shall be en­ti­tled to store the goods at our dis­cre­tion and at the risk and ex­pense of the cus­tomer, take all ap­pro­priate mea­sures to se­cure the goods and pro­ceed with the in­voi­cing con­si­de­ring the goods de­li­vered. Not­with­stan­ding the fo­re­going, the legal pro­vi­sions re­gar­ding de­layed ac­cep­t­ance shall apply. After ha­ving vainly granted a re­a­son­able ad­di­tional grace pe­riod for the collec­tion of the mer­chan­dise, we shall be en­ti­tled to dis­pose of the goods at our dis­cre­tion. We may in par­ti­cular dis­patch the mer­chan­dise wi­thin a re­a­son­ably ex­tended pe­riod of time or carry out the de­li­very immedia­tely at the risk and ex­pense of the customer.

XI. Force Majeure

Events of “Force Ma­jeure” and any se­rious un­fo­re­see­able in­ci­dent beyond our con­trol, such as strikes, lock­outs, de­lays in sup­plies or failed de­li­ve­ries of sub-con­trac­tors or any other pro­blem re­gar­ding ope­ra­tion, trans­port or supply due to a shor­tage of en­ergy, raw ma­te­rials or work­force, dif­fi­cul­ties in ship­ment, traffic pro­blems and other “Acts of God” af­fec­ting either our com­pany or our sup­pliers, shall re­lease us from the ful­filment of con­trac­tual ob­li­ga­tions for the time the ob­sta­cles or pro­blems per­sist. We shall not be held li­able for da­mages or losses ari­sing from the above men­tioned cir­cum­s­tances, even in the event of failure or delay in per­for­mance. We shall immedia­tely give the cus­tomer no­tice of the du­ra­tion of such ob­sta­cles or pro­blems or of the un­avai­la­bi­lity of the goods. If the de­li­very is de­layed for more than 4 weeks as a re­sult of such cir­cum­s­tances, both con­trac­ting par­ties shall be en­ti­tled to wi­th­draw from the agree­ment. The costs ari­sing from con­trac­tual ob­li­ga­tions and in­curred be­fore the ter­mi­na­tion of the agree­ment shall be re­funded. Fur­ther claims for com­pen­sa­tion shall be excluded.

XII. Call-off

(1) Re­quests for de­li­very made in re­la­tion with par­tial de­li­very agree­ments, frame­work agree­ments and si­milar con­ti­nuous ob­li­ga­tion con­tracts shall be made wi­thout delay.

(2) Call-off or­ders or agree­ments on par­tial de­li­ve­ries re­quire a written ar­ran­ge­ment of the de­li­very time­table. We shall be en­ti­tled to purchase the ma­te­rial for the en­tire order and to pro­duce immedia­tely all or­dered goods.

(3) For call-off or­ders, we grant, un­less other­wise agreed, a pe­riod of 6 months fol­lowing the date of the order. If we do not re­ceive any re­quest for de­li­very du­ring this pe­riod, we shall be en­ti­tled to charge the cus­tomer with the full amount or wi­th­draw from the agreement.

XIII. Pas­sing of the Risk, Miscellaneous

(1) The date in which the risk passes to the buyer is es­tab­lished in the in­ter­na­tional rules go­ver­ning the in­ter­pre­ta­tion of tran­sac­tion clauses is­sued by the In­ter­na­tional Chamber of Com­merce (INCOTERMS 2000). The German ver­sion of the rules in force at the date when the agree­ment is si­gned shall apply. If the agree­ment does not con­tain any pro­vi­sion re­gar­ding the sales pro­cee­dings, the de­li­very of the goods shall be deemed to be “ex works”. In this case, we shall be ob­liged to give the cus­tomer no­tice of the date of de­li­very or collec­tion. The no­ti­fi­ca­tion shall be is­sued early en­ough to allow the cus­tomer to take all the mea­sures which are usually necessary.

(2) The risk of ac­ci­dental loss or de­st­ruc­tion of or da­mage to the mer­chan­dise shall pass to the buyer, once the no­ti­fi­ca­tion of rea­di­ness for collec­tion has been is­sued. The han­dover of the goods to the ship­ping ser­vice pro­vider or the dis­patch “ex works” shall be equi­va­lent to the no­ti­fi­ca­tion of rea­di­ness for de­li­very as to the legal me­a­ning, pro­vided that the goods are de­li­vered upon re­quest of the customer.

(3) Any de­li­very shall be deemed to be at risk of the cus­tomer, even if free ship­ping has been agreed.

(4) In the event of a failed de­li­very due to re­a­sons we are not re­spon­sible for, the risk of loss of or da­mage to the goods shall pass to the buyer once he has re­ceived the no­ti­fi­ca­tion of rea­di­ness for delivery.

XIV. Ship­ping, Bea­ring of Cost, Inventory

(1) Un­less other­wise agreed, we re­serve the right to carry out the de­li­very on be­half of and at the risk and ex­pense of the cus­tomer. We will only ar­range insurance co­verage for da­mages du­ring trans­port upon re­quest and at the ex­pense of the buyer.

(2) If free de­li­very has been agreed, we take on the ship­ping and insurance cost. The fact that we incur the ship­ping charges shall not have any bea­ring on the pas­sing of the risk, the place of ful­filment or on the me­a­ning of the pro­vi­sions above. We will choose the ship­ping ser­vice and trans­por­ta­tion me­thod, wi­thout, however, gi­ving any war­ranty of choo­sing the che­a­pest ship­ping ser­vice, fully ex­plo­i­ting the po­ten­tial weight ca­pa­city and mee­ting the wishes re­gar­ding the di­men­sions of wa­gons and con­tai­ners. The cus­tomer shall incur ad­di­tional costs ari­sing from spe­cific ship­ping re­qui­re­ments. The buyer is re­quired to give us no­tice of spe­cial re­qui­re­ments well ahead of dis­patch. We will strive to meet the wishes at the ex­pense of the customer.

(3) In the event of loss of or da­mage to the goods du­ring the trans­port, the cus­tomer is re­quired to pro­vide immedia­tely do­cu­men­ta­tion of the da­mages and give us no­tice in wri­ting wi­thout delay wi­thin eight days fol­lowing the re­ceipt of the de­li­very. The da­maged items must be re­turned to us.

XV. Pa­ck­a­ging, Containers

(1) The de­li­very shall be deemed to be “ex-wareh­ouse”. Un­less other­wise agreed, we shall be en­ti­tled to choose the type and qua­lity of the pa­ck­a­ging. The choice of the pa­ck­a­ging shall be made with ca­re­ful­ness to the best of our know­ledge. As far as of common prac­tice, the goods will be de­li­vered pa­cked. The cus­tomer shall incur the pa­ck­a­ging cost. Spe­cial re­qui­re­ments beyond the ship­ment needs and any spe­cific pro­tec­tive mea­sures, for ex­ample, for an ex­tended cus­tody or sto­rage pe­riod, must be agreed explicitly.

(2) Single-use pa­ck­a­ging, for ex­ample wooden crates and card­board boxes, shall be charged net wi­thout surch­arge. The pa­ck­a­ging items are pro­perty of the buyer and cannot be re­turned. Reus­able pal­lets, pallet boxes, pal­lets with top frames and co­vers, con­tai­ners and cases shall re­main our pro­perty and must be re­turned free of charge to our warehouse.

(3) Spe­cial con­tai­ners of the buyer have to be made avail­able timely and free of charge to our lo­gistics site. We shall not be ob­liged to carry out con­trols, clea­ning or re­pairs. However, we shall be en­ti­tled to per­form main­ten­ance work at the customer’s expense.

(4) We shall be en­ti­tled to claim at our dis­cre­tion either com­pen­sa­tion for da­mages to or loss of pa­ck­a­ging ma­te­rial or sui­table re­pla­ce­ment of the da­maged items. If the pa­ck­a­ging ma­te­rial is da­maged, we may also charge the cus­tomer with the re­pair costs incurred.

XVI. Third Party Rights

(1) If items are ma­nu­fac­tured ac­cording to in­di­ca­tions of the cus­tomer, for ex­ample drawings, mo­dels or sam­ples, the cus­tomer shall be held re­spon­sible for any in­frin­ge­ment of third party rights ari­sing from the pro­duc­tion or the de­li­very of the product.

(2) If a third party ob­jects to or pro­hi­bits the ma­nu­fac­tu­ring or de­li­very of such items in­vo­king a vio­la­tion of the own pro­perty rights, we shall be en­ti­tled to cease the pro­duc­tion and supply and claim reim­bur­se­ment of the ex­penses incurred.

(3) We shall not be ob­liged to in­ves­ti­gate into whe­ther the pro­hi­bi­tion is rightful or not.

(4) In such a case, com­pen­sa­tion claims of the cus­tomer shall be excluded.

(5) We shall be en­ti­tled to claim com­pen­sa­tion for losses ari­sing from the in­frin­ge­ment of third party rights. The cus­tomer shall be ob­liged to in­dem­nify and to keep us in­dem­ni­fied for all claims of a third party as well as, in ad­vance and upon re­quest, for po­ten­tial costs ari­sing from a legal ac­tion against us.

XVII. De­fects – Con­trol and In­for­ma­tion Ob­li­ga­tions, Com­pen­sa­tion Claims, Rights

(1) The ex­er­cise of the customer’s rights as well as any claim for com­pen­sa­tion re­gar­ding sup­plies, ser­vices or works pro­vided by our com­pany shall re­quire the proper ful­filment of all ob­li­ga­tions by the cus­tomer, re­la­ting to con­trol and no­ti­fi­ca­tion as set out in § 377 HGB (German Com­mer­cial Law). Other­wise the de­fect of the de­li­vered goods shall be deemed to be ac­cepted. The pro­vi­sions of § 377 HGB shall apply ac­cord­ingly to ser­vice and works con­tracts. The no­tice of de­fect shall not re­lease the cus­tomer from the ob­li­ga­tion to pay the agreed price. The buyer is re­quired to check the goods sup­plied immedia­tely upon re­ceipt and to give us promptly no­tice in wri­ting of de­fects. Hidden de­fects that are not de­tec­table de­s­pite a scru­pu­lous con­trol shall be re­ported to us immedia­tely after ha­ving been found.

(2) In the event of a no­tice of de­fect, the cus­tomer shall immedia­tely pro­vide the op­por­tu­nity to ve­rify the de­fec­tive item. If the com­p­laint should turn out to be un­ju­s­ti­fied, we shall be en­ti­tled to charge the cus­tomer with the costs for ship­ping and controls.

(3) The claims for com­pen­sa­tion of the cus­tomer shall only be en­for­ce­able as far as they are in ac­cordance with the ap­p­li­cable le­gis­la­tion. We shall not be ob­liged to in­dem­nify the buyer for lia­bi­li­ties ari­sing from ar­ran­ge­ments made with his cus­to­mers which are more strin­gent than the legal provisions.

(4) In the event of a com­p­laint re­gar­ding a de­fec­tive item de­li­vered by our com­pany, we shall be granted a re­a­son­able pe­riod to re­medy the de­fect. We shall be en­ti­tled to either carry out re­pair or re­place the de­fec­tive items at our dis­cre­tion. If we do not suc­ceed in sa­tisfying the cus­tomer, fai­ling twice in re­me­dying the de­fect, or if the re­me­dial work is not re­a­son­ably deemed ac­cep­table, the cus­tomer shall be en­ti­tled – not­with­stan­ding claims for com­pen­sa­tion – to wi­th­draw from the agree­ment or re­quire a price re­duc­tion. Claims for com­pen­sa­tion of the ex­penses in­curred for the re­me­dial works, in­clu­ding costs of ship­ment, travel, sa­la­ries or ma­te­rial shall not be en­for­ce­able, in­sofar as the cus­tomer in­curs ad­di­tional costs due to the trans­port of the de­fec­tive items from his pre­mises to the site of re­pair, un­less the ship­ment cor­re­sponds to the in­itial pur­pose. If there is ur­gency, no­tably if there are se­rious safety risks or if the cus­tomer in­curs for any re­ason the risk of dis­pro­por­tio­na­tely high losses, the cus­tomer shall be en­ti­tled to have the de­fec­tive items re­paired by third par­ties and claim in­dem­nity for the ex­penses ari­sing from the re­me­dial work. The cus­tomer shall ne­vertheless be ob­liged to give us immedia­tely no­tice of such a measure.

(5) We do not give any war­ranty for the cor­rect­ness of in­for­ma­tion pro­vided in exe­cu­tion of this agree­ment, for ex­ample de­scrip­tions of ser­vices, re­fe­rences to DIN stan­dards and other do­cu­ments, un­less we have ex­pli­citly de­clared in wri­ting that we give war­ranty for such in­for­ma­tion pro­vided to the cus­tomer. Pro­duct de­scrip­tions and spe­ci­fi­ca­tions shall not be con­strued as a gua­rantee for the cha­rac­te­ris­tics of an item or the dura­bi­lity of a given qua­lity, un­less the in­di­ca­tions are bin­ding spe­ci­fi­ca­tions as set out in § 434 BGB or § 633 BGB (German Civil Law).

(6) Na­tural wear and tear, no­tably if it is due to spe­cial pro­per­ties of the ma­te­rial used for our pro­ducts and in par­ti­cular da­mages due to im­proper or in­a­de­quate use, careless hand­ling, in­cor­rect as­sembly, ex­ces­sive strain, in­ap­pro­priate sup­plies or sub­sti­tute ma­te­rials or spe­cial im­pacts of the pro­cess en­vi­ron­ment, for ex­ample che­mical, elec­tro­che­mical and electric ef­fects, shall not give rise to com­pen­sa­tion claims of the cus­tomer, un­less other­wise sti­pu­lated in the agree­ment or if the da­mages are at­tri­bu­table to cir­cum­s­tances we are re­spon­sible for.

(7) Com­pen­sa­tion claims for da­mages or losses shall be ex­cluded, if the pro­ducts sup­plied by our com­pany are used for other than the re­com­mended pur­poses or if the use does not comply with our in­st­ruc­tions, sta­tu­tory pro­vi­sions or rules is­sued by aut­ho­ri­ties. Fur­ther­more, we shall not held li­able for da­mages or losses, if the pro­ducts un­dergo un­aut­ho­rised pro­ces­sing, are not pro­perly handled, in­cor­rectly treated or used beyond the con­trac­tually agreed purposes.

(8) Com­pen­sa­tion claims for da­mages ari­sing from main­ten­ance work pro­vided by us wi­thout any legal ob­li­ga­tion for the con­ve­ni­ence of the cus­tomer, shall not be en­for­ce­able, un­less ex­pli­citly other­wise agreed.

XVIII. Li­mi­ta­tion Pe­riod, Extension

(1) The li­mi­ta­tion pe­riod re­gar­ding claims or ex­er­cise rights re­la­ting to de­fects of our pro­ducts, ser­vices or works, no­tably com­pen­sa­tion claims for da­mages, is one year. This li­mi­ta­tion pe­riod shall not apply to the cases for which §§ 438, sec­tion 1, No. 2, § 479 and 634 a, sec­tion 1, No. 2 BGB (German Civil Law) sti­pu­late ex­tended pe­riods. The li­mi­ta­tion pe­riod men­tioned above shall apply to all com­pen­sa­tion claims for da­mages against us, re­gard­less of whe­ther they are re­lated to a de­fect in a pro­duct or not and the legal pro­vi­sions un­der­lying the claim.

(2) The li­mi­ta­tion pe­riod stated in sec­tion 1, sen­tence 1 shall not apply in the event of wilful mis­con­duct or frau­du­lent mis­re­pre­sen­ta­tion or if we have given war­ranty as to a spe­cific cha­rac­te­ristic of a pro­duct, if a com­pen­sa­tion claim is re­lated to the pro­vi­sions of the Pro­duct Lia­bi­lity Law, in­volves death or per­sonal in­jury, an in­frin­ge­ment of per­sonal free­doms, gross ne­gli­gence or breach of major con­trac­tual ob­li­ga­tions or in the event of a vio­la­tion of the legal pro­vi­sions go­ver­ning sales of in­dus­trial goods.

(4) Re­me­dial mea­sures, such as the sub­sti­tu­tion of de­fec­tive goods or the re­medy of de­fects, shall not trigger a new li­mi­ta­tion pe­riod, but shall sus­pend the on­going li­mi­ta­tion pe­riod for claims re­la­ting to the de­li­very of the de­fec­tive goods for the time it takes to carry out the re­me­dia­tion work. Ge­ne­rally, the per­for­mance of re­me­dial works by our com­pany shall not be con­strued as an ack­now­led­ge­ment ac­cording to § 212, No. 1 BGB (German Civil Law).

(5) The pro­vi­sions above shall not imply any in­ver­sion of the burden of proof to the de­tri­ment of the customer.

(6) Un­less ex­pressly other­wise es­tab­lished, the legal pro­vi­sions re­gar­ding the start, sus­pen­sion, ex­ten­sion or re­start of a li­mi­ta­tion pe­riod shall apply.

XIX. Li­mi­ta­tion of Liability

(1) We shall be held li­able for da­mages or losses ari­sing from wilful mis­con­duct or gross ne­gli­gence in ac­cordance with the ge­neral legal pro­vi­sions. Other­wise our lia­bi­lity shall be li­mited, in ac­cordance with the pro­vi­sions of the Pro­duct Lia­bi­lity Law, to death or per­sonal in­jury or breach of major con­trac­tual ob­li­ga­tions, no­tably ob­li­ga­tions, the ful­filment of which is es­sen­tial for the proper exe­cu­tion of an agree­ment and on the ful­filment of which the other con­trac­ting party can nor­mally rely. Com­pen­sa­tion for da­mages or losses ari­sing from a breach of con­trac­tual ob­li­ga­tions due to or­di­nary ne­gli­gence shall be li­mited to da­mages or losses which are fo­re­see­able and “ty­pi­cally arise” from a given con­tract. This shall also apply to da­mages and losses re­sul­ting from gross ne­gli­gence, if neither of the cases men­tioned in sec­tion 2 of part XIX applies.

(2) Ex­cept in cases of wilful mis­con­duct, gross ne­gli­gence, breach of major con­trac­tual ob­li­ga­tions, death or per­sonal in­jury or if da­mages are sub­ject to the pro­vi­sions of the Pro­duct Lia­bi­lity Law, any lia­bi­lity for da­mages to the pro­perty of the cus­tomer, in­clu­ding phy­sical and fi­nan­cial da­mages, loss of profit and other da­mages due to the use of the goods sup­plied by our com­pany shall be excluded.

(3) The pro­vi­sions of the above sec­tions 1 and 2 may refer to both com­pen­sa­tion and ful­filment and com­pen­sa­tion in­s­tead of ful­filment, re­gard­less of the legal basis, no­tably in the event of de­fects, breach of con­trac­tual ob­li­ga­tions or tort. The sti­pu­la­tions of sec­tion 1 and 2 shall also apply to com­pen­sa­tion for “ex­penses in­curred in vain” and the lia­bi­lity for da­mages and losses due to failure or delay in performance.

(4) In the event of a com­pen­sa­tion claim against our com­pany, the in­dem­nity shall be li­mited to the co­verage pro­vided by our pro­duct lia­bi­lity insurance, which amounts to 1 mil­lion Euro for phy­sical or fi­nan­cial da­mages, or the co­verage of our pro­duct re­call insurance pro­vi­ding in­dem­nity of up to 100,000 € for fi­nan­cial losses. This lia­bi­lity li­mi­ta­tion shall not apply to pro­duct lia­bi­lity claims as well as to da­mages ari­sing from gross ne­gli­gence or in­vol­ving death or per­sonal in­jury or breach of major con­trac­tual ob­li­ga­tions. Fur­ther­more, our lia­bi­lity shall not be li­mited, if the cus­tomer claims com­pen­sa­tion for da­mages or losses ari­sing from the non-con­for­mity of a pro­duct with a spe­cific qua­lity for which we have given war­ranty or as­surance, un­less the gua­rantee of a spe­cific pro­duct qua­lity re­fers me­rely to con­for­mity of the goods sup­plied by our com­pany with con­trac­tual sti­pu­la­tions, but not to the risk of con­se­quen­tial da­mages re­sul­ting from the non-conformity.

(5) Fur­ther­more, any in­dem­nity shall be ex­cluded as far as the buyer has ef­fec­tively li­mited the own lia­bi­lity towards his part­ners. The buyer shall be ex­pected to make lia­bi­lity ar­ran­ge­ments in fa­vour of our com­pany as far as pos­sible wi­thin the legal framework.

(6) As far as our lia­bi­lity for da­mages and losses is li­mited or ex­cluded, this shall also apply to all claims raised by the cus­tomer re­la­ting to mis­con­duct in pre-con­trac­tual nego­tia­tion, breach of se­con­dary ob­li­ga­tions, claims in re­la­tion to the pro­vi­sions of § 823 BGB (German Civil Law) as well as claims ari­sing from failure or delay in per­for­mance. Any li­mi­ta­tion or ex­clu­sion of lia­bi­lity shall also apply to the per­sonal lia­bi­lity of our ma­na­gers, em­ployees, col­la­bo­ra­tors, re­pre­sen­ta­tives and agents.

XX. Tools, Au­xi­liary Equip­ment, Con­tract Works

(1) Tools and spe­cial de­vices crafted by our com­pany shall be pro­perty of the cus­tomer, alt­hough re­mai­ning in our pos­ses­sion, un­less the cus­tomer re­quires us to hand the items over upon ter­mi­na­tion of the agree­ment and collects them at his own ex­pense. We shall be en­ti­tled to use or dis­pose of such spe­cially pro­duced de­vices at our dis­cre­tion after a pe­riod of 2 years, if the cus­tomer does not collect the items. The cus­tomer shall be deemed to waive any com­pen­sa­tion claims.

(2) The cus­tomer shall be held re­spon­sible for the con­trol and qua­lity of items (cha­rac­te­ris­tics of the ma­te­rial, di­men­sional ac­cu­racy) made avail­able to us, for ex­ample gauges, raw ma­te­rial, un­pro­cessed work pieces. Our con­trols of the items made avail­able by the cus­tomer car­ried out upon re­ceipt are me­rely aimed at che­cking the quan­tity and sui­ta­bi­lity and in­clude a vi­sual check as to vi­sible ship­ping da­mages. We shall not be ob­liged to per­form fur­ther controls.

(3) In the event of da­mage to, de­st­ruc­tion or loss of the items made avail­able by the cus­tomer, we shall only be ob­liged to in­dem­nify the cus­tomer, if the da­mage is due to our fault. The com­pen­sa­tion shall be li­mited to the purchase of equi­va­lent items. The cus­tomer shall bear the costs ex­cee­ding the re­si­dual value of the items in ac­cordance with the ap­p­li­cable legislation.

(4) Our lia­bi­lity shall not cover fair wear and tear. The cus­tomer shall be ob­liged to take out a spe­cial insurance pro­vi­ding ade­quate co­verage for the items made available.

(5) Un­less ex­pli­citly other­wise set out in the sec­tions 1 to 4 of part XX, the sti­pu­la­tions of the parts I to XIX and XXI of XXIV of these Terms and Con­di­tions shall apply, in par­ti­cular re­gar­ding our lia­bi­lity for de­fects and con­se­quen­tial da­mages as well as our pledge rights on the items made available.

XXI. Re­ten­tion of Title, Insurance, Pro­ces­sing, As­sign­ment, Right of Ac­cess, Pledge Rights, Securities

(1) We shall re­tain ow­nership of the goods de­li­vered to the cus­tomer (re­ten­tion of title clause) until the com­plete sett­le­ment of the customer’s debts, in­clu­ding all lia­bi­li­ties either ac­cu­mu­lated be­fore the si­gna­ture of an agree­ment or ari­sing from an exis­ting or newly si­gned agree­ment throughout the busi­ness re­la­ti­onship with the cus­tomer. The re­ten­tion of title clause shall re­main ef­fec­tive, even if single ac­counts re­ceivable have been booked on a unique cur­rent ac­count and its final ba­lance has been ack­now­ledged. Claims from sales shall not be deemed settled as long as any lia­bi­lity from a draft, ari­sing for ex­ample from a cheque-draft pro­cee­ding, persists.

(2) The cus­tomer is ex­pected to ca­re­fully treat the mer­chan­dise sub­ject to the re­ten­tion of title clause. The cus­tomer shall in par­ti­cular be ob­liged to take out an insurance at his own ex­pense pro­vi­ding co­verage equi­va­lent to the purchase value of the goods against da­mages caused by fire, water, storm burg­lary or theft. If such an event oc­curs, the cus­tomer is re­quired to as­sign the insurance po­licy to us. We hereby de­clare that we ac­cept the as­sign­ment. If main­ten­ance work or in­spec­tion should be re­quired, the cus­tomer shall have it car­ried out at his own expense.

(3) Any pro­ces­sing of the goods sub­ject to the re­ten­tion of title clause shall be deemed to be car­ried out on be­half of our com­pany as ma­nu­fac­turer ac­cording to § 950 BGB (German Civil Law) wi­thout en­ga­ging us. The goods un­der­going pro­ces­sing shall be sub­ject to the re­ten­tion of title clause as set out in the above sec­tion 1. If the goods sub­ject to the re­ten­tion of title clause are pro­cessed, con­nected to or as­sem­bled with other items by the cus­tomer, we shall re­tain par­tial ow­nership in the new pro­duct ac­cording to the ratio bet­ween the purchase price of the goods de­li­vered by our com­pany and the value of the new pro­ducts. If the ex­er­cise of our ow­nership rights is com­pro­mised by the pro­ces­sing of the goods, the cus­tomer shall transfer to us in ad­vance the ow­nership of the new pro­duct ac­cording to the purchase price of the goods sub­ject to the re­ten­tion of title clause or ac­cording to the ratio bet­ween the purchase price of the goods de­li­vered by our com­pany and the value of the new pro­duct. The cus­tomer is re­quired to store the mer­chan­dise at his ex­pense. Our par­tial ow­nership shall in­volve the rights es­tab­lished in the above sec­tion 1.

(4) The cus­tomer shall be en­ti­tled to sell the goods sub­ject to re­ten­tion of title in or­di­nary tran­sac­tions and ac­cording to the normal terms and con­di­tions, pro­vided that he is not in pay­ment de­fault and has as­si­gned the pro­ceeds from the sales to our com­pany in ac­cordance with the pro­vi­sions of the above sec­tions 5 and 6. The buyer shall not have the right to dis­pose of the goods in other ways. The use of the goods sub­ject to the re­ten­tion of title clause for the ful­filment of a works con­tract shall be deemed to be equi­va­lent to the sale as men­tioned above in this section.

(5) The cus­tomer shall be ob­liged to transfer to our com­pany in ad­vance all claims ari­sing from the sales of the goods sub­ject to re­ten­tion of title. We hereby de­clare that we ac­cept to as­sign­ment. The claims shall pro­vide se­cu­rity in re­pla­ce­ment of the re­ten­tion of title clause as set out in the above sec­tion 1. Upon re­quest, the cus­tomer has to pro­vide all in­for­ma­tion re­gar­ding the in­ven­tory of the goods sub­ject to re­ten­tion of title and the claims as­si­gned to us.

(6) If the goods sub­ject to re­ten­tion of title are sold by the cus­tomer as part of a new pro­duct, the claims ari­sing the­re­from shall be as­si­gned to us ac­cording to the ratio bet­ween the purchase price of the goods sup­plied by our com­pany and the pro­ceeds from the sale. We hereby de­clare that we will ac­cept the as­sign­ment. If the cus­tomer sells pro­ducts which are sub­ject to our par­tial ow­nership as set out in the above sec­tion 3, our due part of the pro­ceeds shall be as­si­gned to us. We hereby de­clare that we will ac­cept the assignment.

(7) The cus­tomer shall be en­ti­tled to collect pro­ceeds from sales as­si­gned to us, un­less we re­voke the aut­ho­ri­sa­tion for the collec­tion in the cases de­scribed in sec­tion 8. Upon re­quest, the cus­tomer shall however be ob­liged to give his part­ners no­tice of the as­sign­ment – un­less we do it our­selves – and to pro­vide all in­for­ma­tion and do­cu­ments that are re­quired for the collec­tion of the pro­ceeds. Under no cir­cum­s­tances the cus­tomer may as­sign the claims to third parties.

(8) If the cus­tomer de­faults on pay­ments and if this arouses sus­pi­cion that a sub­stan­tial part of his debts may not settled, we shall be en­ti­tled, to pro­hibit fur­ther pro­ces­sing of the pro­ducts sup­plied by our com­pany, collect the goods and the­re­fore ac­cess the customer’s pre­mises. The cus­tomer is deemed to agree in ad­vance to allow our agents to ac­cess the pro­perty and pre­mises for the pur­pose of collec­ting and ta­king pos­ses­sion of the goods sub­ject to re­ten­tion of title.

(9) Any fac­to­ring agree­ment shall be void wi­thout our ex­plicit con­sent. The cus­tomer may not pawn the goods sub­ject to the re­ten­tion of title clause or use them as a se­cu­rity for lia­bi­li­ties to third par­ties. The cus­tomer is re­quired to in­form us in the event that third party claims may com­pro­mise our ow­nership rights. The purchaser is ex­pected to no­tify our ow­nership rights to third par­ties in the event of sei­zure or dis­traint and give us promptly no­tice to en­able us to en­force our ow­nership rights. If the third party is not able or wil­ling to in­dem­nify us for legal or extra-ju­di­cial ex­penses, the cus­tomer shall be held li­able for the costs incurred.

(10) If the re­ten­tion of title clause should not be ef­fec­tive due to the le­gis­la­tion of the for­eign country to which the goods have been shipped, the cus­tomer shall pro­vide an equi­va­lent se­cu­rity upon re­quest. If the buyer does not meet this re­qui­re­ment, we shall be en­ti­tled to claim immediate sett­le­ment of all lia­bi­li­ties re­gard­less of the agreed pay­ment dates.

(11) For all claims ari­sing from the agree­ment, we shall not only have a legal right of pledge but also a con­trac­tual right to wi­th­hold the goods pro­vided by the cus­tomer for pro­ces­sing. The pledge rights may also apply to claims ari­sing from former works, spare part de­li­ve­ries and other ser­vices, if the pre­vious per­for­mances are re­lated to the goods made avail­able for pro­ces­sing pur­poses. The pledge right shall also apply to other claims ari­sing from the agree­ment, pro­vided that they are un­con­tested or ju­di­cially va­li­dated. The pro­vi­sions of §§ 1204 ff. BGB (German Civil Law) and § 50, sec­tion 1, In­sol­venz­ord­nung (In­sol­vency Act) shall apply accordingly.

(12) If the li­qui­da­tion value of the re­tained se­cu­ri­ties ex­ceeds the amount of the out­stan­ding claims by more than 20 %, we shall be ob­liged to partly re­turn se­cu­ri­ties at our dis­cre­tion upon re­quest of the customer.

XXII. Con­fi­den­tia­lity

(1) If the cus­tomer gets to know­ledge of trade se­crets or spe­cial know-how of our com­pany du­ring the exe­cu­tion of the agree­ment, it is re­quired to keep the in­for­ma­tion con­fi­den­tial and safe and to take sui­table pre­cau­tions to pro­tect and safe­guard con­fi­den­tia­lity and en­sure that the con­fi­den­tial in­for­ma­tion is only used as far as it is ne­cessary for the exe­cu­tion of the agree­ment and the sub­se­quent use of the con­trac­tual ob­ject. In the event of a vio­la­tion of con­fi­den­tia­lity, the cus­tomer shall be ob­liged to prove that it al­ready has had know­ledge of trade se­crets or cor­po­rate know-how prior to the si­gna­ture of the agreement.

(2) The cus­tomer is ob­liged to treat all com­mer­cial and tech­nical de­tails re­la­ting to the agree­ment as trade se­crets and deal in a strictly con­fi­den­tial manner with all do­cu­ments and in­for­ma­tion pro­vided for the exe­cu­tion of the agree­ment. The re­pro­duc­tion of such do­cu­ments is only al­lowed for con­trac­tual pur­poses and in com­pli­ance with the legal pro­vi­sions re­gar­ding in­tel­lec­tual pro­perty rights. Con­fi­den­tial in­for­ma­tion may not be passed on or dis­c­losed to third par­ties wi­thout our written consent.

XXIII. Ex­port Certificate

If the cus­tomer, ha­ving the re­gis­tered of­fice out­side the Fe­deral Re­pu­blic of Ger­many, in­tends to ship the goods or have them trans­ported by a ship­ping ser­vice pro­vider to a de­sti­na­tion in a for­eign country, it is re­quired to pro­vide the ex­port do­cu­ments for tax pur­poses. If the cus­tomer fails to pro­vide the re­quired do­cu­ments, it shall incur the value added tax on the in­voice amount payable for sup­plies wi­thin Germany.

XXIV. Place of Ju­ris­dic­tion, Ap­p­li­cable Law, Place of Ful­filment, Se­vera­bi­lity, Privacy

(1) Any con­tro­versy bet­ween the con­trac­ting par­ties ari­sing out of the agree­ment shall be brought ex­clu­si­vely be­fore the com­pe­tent court for our re­gis­tered of­fice in Aschaf­fen­burg. This shall also apply to dis­putes ari­sing out of pro­cee­dings in­vol­ving cer­ti­fi­cates, drafts or cheques.

(2) Any agree­ment with our com­pany shall be ex­clu­si­vely go­verned by the German law. Under no cir­cum­s­tances, the pro­vi­sions of the United Na­tions Con­ven­tion on Con­tracts for the In­ter­na­tional Sale of Goods, da­ting from April 11, 1980 (CISG – “Vi­en­nese Sales Law”) shall be applied.

(3) The site of our re­gis­tered of­fice shall be deemed to be the place of ful­filment for all ob­li­ga­tions ari­sing out of an agree­ment with our company.

(4) If a pro­vi­sion of these Terms and Con­di­tions or an agree­ment should turn out to be in­ef­fec­tive or unen­for­ce­able, the other parts of the Terms and Con­di­tions or agree­ment shall be deemed to re­main ef­fec­tive. The con­trac­ting par­ties shall try to re­place the in­ef­fec­tive clause by ano­ther sti­pu­la­tion which comes as close as pos­sible to the com­mer­cial and legal me­a­ning of the ori­ginal pro­vi­sion being ef­fec­tive and en­for­ce­able under the ap­p­li­cable legislation.

(5) We re­cord per­sonal in­for­ma­tion of the cus­tomer re­la­ting to the agree­ment in an elec­tronic data pro­ces­sing system in com­pli­ance with the pro­vi­sions of the “Bun­des­da­ten­schutz­ge­setz” (German Data Pro­tec­tion Act).

Ge­neral Terms and Con­di­tions of Sale and De­li­very (Last up­date: 2007)

(German) All­ge­meine Liefer- und Zah­lungs­be­din­gungen bis Stand: Ja­nuar 2007