STANDARD TERMS AND CONDITIONS

The following conditions apply to the extent that no deviating agreements have been made.
Download the Standard Terms and Conditions as a PDF here.

General Sales Terms
Valid from 1 July 2011

Table of Contents

A. General Provisions
Contract signing
Prices, payment terms
Property reservation
Place of fulfillment and jurisdiction
Applicable law

B. Deliveries
Delivery times, delivery dates
Force majeur and other impediments to delivery
Chips and imperfections
Delivery condition
Parts locking together
Packaging regulations
Acceptance obligation
Quality requirements
Dimensions, weights and other quality characteristics
Dispatch and transfer of risk
Defects, delivery of non-compliant goods

C. Liability

D. Other
Continuous delivery
Partial delivery
Exce
eding the contract volume
Partial invalidity


A.
General Provisions

Contract signing
1. We do not accept the purchaser’s purchase terms unless we explicitly acknowledge the same. The absence of a formal rejection cannot, under any circumstances, be interpreted as our consent.

2. All our present and future deliveries and services, including suggestions, consultancy and other ancillary services and any adjustment transactions, are performed exclusively on the basis of the following terms and conditions.

3. Our quotations are non-binding and subject to change. Contracts and other agreements – in particular to the extent that these deviate from our terms and conditions – are not binding without our written confirmation.

4. Orders can be cancelled only by mutual agreement. Any incurred cost will be borne by the company placing the order.

5. Any withdrawal by the customer from the contract is possible only as long as we have not undertaken any implementation activities. The start of production for a delivery is deemed to be an implementation activity. The withdrawal must be made in writing.

6. If, after one year, the supplied volume is more than 10% lower than was originally ordered, we reserve the right to adjust the price. To secure supplies to customers, it is necessary for us to stockpile materials and semi-finished products with suppliers.

This requirement imposes an obligation on the customer to accept the cost of volumes produced in a quarter, together with six months’ material stocks, in the event of a cancellation of the order.

7. In the event of supplies to other EU member states, the purchaser is obliged to submit the company’s VAT identification number before signing of the contract.

Prices, payment terms
1. All prices are net prices with no deductions.

2. In addition to the prices in this price list, we charge Value Added Tax at the applicable rate separately for sales in Germany.

3. The payment times are negotiated individually by our Purchase or our Sales departments.

4. In the event of late payment, we are entitled to charge interest of 5% over the base rate of the national bank in the relevant destination country, but at least 9% p.a.

5. We are entitled to securities of the usual type and extent to secure our claims, even where such claims are qualified or time-limited.

Property reservation
1. A central purpose of the contract is to secure the claim for the purchase price.

2. All supplied goods remain our property (goods subject to property reservation) until all claims, in particular such from the relevant debit claims, to which we are entitled on any legal grounds whatsoever, have been met. This also applies if payments have been made to meet specially defined claims. Where processing or machining is involved, the seller is entitled to the proportionate share of the resulting products in the ratio of the value of the supplied goods to the value of the processed or machined goods.

3. The purchaser is entitled to resell the goods subject to property reservation only in the normal course of business on the purchaser’s standard business terms and to the extent that the purchaser is not late in payment, but subject to the requirement that the purchaser agrees a property reservation with the purchaser’s customer and that the claims from any resale transfer to us in accordance with points 3 to 5. Our property reservation in the event of resale remains valid until payment of the purchase price by the purchaser’s customer. The purchaser is not entitled to any other disposal of the goods subject to property reservation.

4. With this contract, the purchaser’s claims arising from resale of the goods subject to property reservation are assigned to us on account of payment. They serve as security in the same scope as the goods subject to property reservation. To secure this assignment, the purchaser is obliged to post an entry comment in the company’s outstanding items ledger or we are entitled to notify the assigned debtor of the assignment.

5. In the event that the goods subject to property reservation are resold, together with other goods not sold by us, the assignment of the claim from the resale applies only to the amount of our invoice value for the relevant re-sold goods subject to property reservation.

6. If the goods subject to property reservation are used by the purchaser in fulfillment of a contract for work and labor, the claims set out in points 3 and 4 of this contract apply accordingly.

7. The purchaser is entitled to withhold claims from the resale in accordance with points 2 and 5 until our revocation of this entitlement, which we can make at any time. We will make use of the right of revocation only in the cases listed under point 5 in the Prices and payment terms section. The purchaser has no authority to assign the claim. On our request, the purchaser is obliged to immediately notify the purchaser’s customer of the assignment to us– to the extent that we do not notify the purchaser’s customer – and to provide us with all the required information and documentation for collecting the claim.

8. If the property reservation or assignment is not valid according to the legislation in force in the territory in which the goods are located, the relevant security for the property reservation or assignment in this territory is deemed to be agreed. If the purchaser’s cooperation is required for this, the purchaser is obliged to take all measures required to establish and maintain such rights.

9. The purchaser is obliged to take all measures (marking, separate storage, quarantine store, etc.) required to prevent the seizure or any other restriction by third parties of the goods subject to property reservation. If, despite all precautions, seizure or restriction by third parties occurs, the purchaser is obliged to immediately notify us of such events.

Place of fulfillment and jurisdiction
The place of fulfillment for all contractual obligations, in particular the purchaser’s payment obligation, is Berlin.

Applicable law
German law applies exclusively in settlement of cases of doubt about the interpretation of these sales terms and conditions, including in the event of litigation, and with regard to the circumstances not regulated in these provisions.


B.
Deliveries

Delivery times, delivery dates
1. The quoted delivery times and dates are not legally binding and are subject to change. We cannot accept any claims for compensation of any kind, relating to delivery deadlines. We will, however, make every effort to keep to quoted delivery times and dates. The purchaser is not entitled to refuse partial deliveries.

2. Irrespective of the provisions in point 1, the delivery times start from the date of our order confirmation, however not before complete clarification of all details of the order, submission of binding drawings and of any required domestic or foreign official certificates. Delivery times and dates refer to the time of dispatch ex-works. If, without any fault on our part, the goods cannot be dispatched on time, the delivery times are deemed to be met with notification of readiness for dispatch. In these cases, the delivery times are extended – with no detriment to our rights arising from the purchaser’s delay – by the period by which the purchaser is late in fulfilling the purchaser’s obligations to us arising from this and other agreements. The same applies to delivery dates.

Force majeure and other impediments to delivery
Events attributable to force majeure entitle us to postpone the delivery for the duration of the impediment plus a reasonable start-up time or to withdraw entirely or partially from the contract in relation to the non-fulfilled part of the contract. Strikes, lockouts and other circumstances that make deliveries by us extremely difficult or impossible (e.g. bottlenecks in input material supplies) are deemed to be equivalent to force majeure, irrespective of whether they occur at our company or one of our subcontractors. The purchaser is entitled to demand a declaration from us, stating whether we intend to withdraw from the contract or to supply within a reasonable period. In the event that we fail to make such a statement, the purchaser is entitled to withdraw from the contract in accordance with the provisions of point 5 of the Contract signing section.

Chips and imperfections
Barrel plating involves tumbling of the parts being plated, so that minor chips can occur. Accumulations of materials and deposit markings can also be caused by the nature of the process and cannot be completely excluded. Specifically in the case of parts with flat or smooth geometry, it is possible that adhesion may occur. In these areas, deviations from coating thickness specifications are possible.

Delivery condition
The production process requires the use of stamping oil and it is possible that a residual oil film remains on the delivered parts, so that the parts may appear bright or stained. Stamping oils burn when ignited if the parts have not been previously washed. The burnt stamping oil does not influence the characteristics and function of the part.

Parts locking together
Marks and scuffs occur with bulk goods and these are permissible. The geometry of the parts frequently causes them to lock together into clusters. We do not separate the parts.

Packaging regulations
There is a risk of parts locking together and deforming. A supplementary quotation will be made for specific packaging requests by the customer.

Acceptance obligation
If, after one year, the supplied volume is more than 10% lower than was originally ordered, we reserve the right to adjust the price. To secure supplies to customers, it is necessary for us to stockpile materials and semi-finished products with suppliers.

This requirement imposes an obligation on the customer to accept the cost of volumes produced in a quarter, together with six months’ material stocks, in the event of a cancellation of the order.

Quality requirements
If, following consultation with your Quality Assurance department, it becomes necessary for us to procure special measurement instruments for testing the parts, a separate agreement must be made with regard to the cost of the same.

Dimensions, weights and other quality characteristics
1. Deviations from dimensions, weight and other quality characteristics are permissible in the scope of the agreed standard, e.g. EN, DIN, etc.

2. The weights are the defining factor in the calculation. Unchallengeable evidence of the weight will be submitted in the form of a weighing machine printout, where this is available as a machine-data recording. Calculation is based on the overall weight of the dispatched item, irrespective of the means of transport used for the delivery.

Differences from the calculated individual weights will be distributed pro rata amongst the overall weight.

Dispatch and transfer of risk
1. We will invoice the freight price applicable for the transport organized by us on the date of delivery.

2. Except where a different agreement is made, the goods will be supplied unpackaged and with no corrosion protection.

3. Disclaiming all liability, we are entitled, to select the means of transport and protection, that will be charged separately in the same way as covered and special vehicles, together with the method of dispatch .

4. Any customs duties or equivalent charges incurred, will be borne by the purchaser.

Defects, delivery of non-compliant goods
Defects of the goods, including absence of assured properties, will be dealt with in accordance with the following provisions:

1. The defining time for the contract-compliant condition of the goods is the time the goods leave the production plant.

2. No complaints can be accepted after an agreed acceptance inspection of the goods has been carried out by the purchaser.

3. Complaints by the purchaser must be received by us in writing within 14 days of receipt of the goods at the destination site. Defects that cannot be discovered within this period, even with the most careful inspection, must be immediately reported to us after discovery and any processing and machining must immediately cease. Any such late complaints must, however, be reported no later than 3 months after receipt of the goods. After expiry of the three-month period, we reject any liability for defects, on any grounds whatsoever.

4. In the event that any defects were already present at the time of handover, the onus of proof is on the purchaser.

5. In the event of a justified in-time complaint, we will take the defective goods back and supply goods in perfect condition in their place. As an alternative to this, we can refund the amount by which the value is reduced.

6. In the event that we are late in our obligation to deliver replacement goods, the provisions of point 5 of the Contract signing section apply. All non-compliance claims are void if the purchaser fails to give us any opportunity to obtain evidence of the defect and in particular fails to make available the rejected goods or samples of the same immediately on request.

8. Claims arising from complaints lapse no later than one month after written rejection of the complaint by us.


C.
Liability

1. Our liability arises exclusively in accordance with the agreements made in the above sections. All claims not explicitly accepted in these sections, are excluded. However, this exclusion does not cover serious claims in accordance with product liability law.

2. The above restrictions of liability do not apply to personal injury claims, resulting from damage to life, physical integrity or health.

3. We reject all claims for damages arising from any preliminary negotiations.


D.
Other

Continuous delivery
In agreements requiring continuous deliveries, the corresponding documents, properly arranged and classified into part deliveries, must be promptly submitted. If the customer fails to meet this requirement, we are entitled, after setting a reminder period without result, to allocate the part deliveries at our own discretion and continue to supply the goods or withdraw from the outstanding part of the agreement and claim for damages.

Partial delivery
We are entitled to supply partial deliveries. The incurred cost of the same accruing to us is not borne by the purchaser, if the reason for the partial deliveries is not the responsibility of the purchaser. The price remains unaltered. Each partial delivery is deemed to be a separate transaction.

Exceeding the contract volume
If the contracted volume is exceeded, we are entitled, but not obliged, to deliver the surplus.

Partial invalidity
In the event that individual provisions of these sales terms and conditions should be entirely or partly invalid, this does not affect the remaining provision of these sales terms and conditions, which remain valid.