General terms and conditions

1. Order Placement, Diverging Conditions
1. We will provide goods and services exclusively on the basis of the terms and conditions set forth below as well as any special conditions notified to Buyer.
2. Buyer‘s standard terms and conditions shall only apply subject to express confirmation by us in writing. The omission to raise objections and/or the provision of goods or services on our part shall not be deemed to constitute our acceptance of other terms and conditions.
2. Offer, Offer Documents
1. Our offer is subject to alteration without notice, unless otherwise specified in the acceptance of order.
2. We reserve ownership and copyrights to any illustrations, diagrams, drawings and other documents submitted to Buyer; they may not be used for any purpose other than that specified by us nor may they be disclosed to third parties. This shall apply, in particular, to written documents marked "confidential"; Buyer must obtain our express prior written approval before forwarding such documents to third parties.
3. Any data and information contained in catalogues, illustrations, diagrams, drawings and other documents shall not be binding
4. Our written acceptance of order shall be mandatory for defining the contents and scope of the supply contract. Forwarding by remote data transmission shall comply with the requisite of transmission in written form.
3. Prices
1. Our prices relate to delivery ex works/warehouse exclusive of packing and are to be understood plus the respective statutory value added tax valid at the time of invoicing.
2. We reserve the right to revise our prices accordingly if after conclusion of the contract, any cost decreases or increases should occur, particularly as a result of collective wage agreements or changes in the cost of materials. We will furnish proof of any such changes towards Buyer, on request.
4. Delivery
1. Compliance with agreed delivery dates shall be dependent upon timely receipt of all documents, required approvals, releases and clearances to be provided by Buyer, particularly plans, and also compliance with the agreed terms of payment and other obligations to be met by Buyer. Should these prerequisites not be fulfilled on time, the delivery times will be extended analogously; this will not apply if we are responsible for the delay.
2. Force Majeure, industrial disputes, unrest, official action, failure to deliver on the part of our suppliers and other unforeseeable, unavoidable and serious events shall release the parties from their obligations to perform for the duration of the disturbances mentioned and to the extent of their impact. This shall also apply if such events occur at a time when the affected party is in delay. The parties shall be obliged to make best efforts in order to promptly provide the required information as can be reasonably expected and to adjust their obligations in good faith to the changed circumstances.
3. Any claims for damages lodged by Buyer against us on the grounds of delayed performance shall be excluded in all cases of delayed delivery, even after the expiration of a period set to us for delivery. This shall not apply insofar as mandatory liability applies to cases of damage caused intentionally or by gross negligence or to bodily injury; this shall not imply a reversal of the burden of proof to the detriment of Buyer. Buyer‘s statutory right to rescind the contract shall remain unaffected. Buyer may only withdraw from the contract within the scope of legal provisions inasmuch as a delay in delivery is attributable to us.
4. Part deliveries shall be allowable. Should a part consignment arrive late, Buyer may not derive any claims from this situation in respect of the full order, unless the part delivery is of no use to him.
5. Our deliveries are made ex works/warehouse, unless agreed otherwise in individual cases. Risk will pass over to Buyer on receipt of the advice of readiness for despatch or, at the latest, when the goods leave the works/warehouse. This shall also apply if the transport is carried out by us. Transport insurance shall be subject to special agreement and paid for by Buyer.
6. One-way packing will not be taken back. Buyer shall dispose of it at his own expense.
5. Sub-suppliers‘ Failure to Perform
1. We shall be entitled to postpone and/or cancel our respective supply obligations if for reasons not attributable to us we do not receive, correctly and on schedule, the necessary supplies from our sub-suppliers.
6. Liability for Defects
1. Buyer must examine the goods immediately on receipt and notify us without delay, in writing, of any defects. Hidden defects must be notified in writing immediately after being discovered.
2. In the case of complaints about defects, the goods which are the subject of such complaints must not be processed until the matter is clarified. We shall be given the opportunity to examine any notified defects on site. Moreover, the goods complained about shall be sent to us at our request.
3. Any samples delivered to Buyer are reference or out-turn samples. Delivery of such samples shall not affect our right to supply the goods in accordance with standard tolerances.
4. In the case of material defects we shall, at our discretion, either remedy the defect or provide goods that are free from defects provided that the material defect was existent at the time of the passage of risk. Should the rectification of defects fail, Buyer may reduce the amount to be paid or withdraw from the contract, irrespective of any claims for damages that may apply pursuant to Section 9. Any claims on the part of Buyer in respect of expenses incurred in connection with the rectification of defects, particularly cost of transport, mileage, labour and materials shall be excluded inasmuch as such expenses are increased due to the situation that the object of the supply was subsequently transferred to a place other than Buyer‘s establishment unless such a transfer is in conformance with the intended use.
5. Any claims under a statutory right of recourse pursuant to §§ 478, 479 German Civil Code (BGB) shall only apply inasmuch as Buyer did not conclude agreements with his customer exceeding the statutory warranty claims. Above and beyond this, Buyer‘s claims under a right of recourse shall not exceed the amount of the purchase price.
6. Warranty claims shall not arise if the defect complained about is attributable to non-compliance with operating, maintenance and/or installation instructions, unsuitable or improper use, faulty or negligent treatment; natural wear, and interference with the goods by Buyer or third parties.
7. The period of limitation for warranty claims shall be 24 months following the transfer of risk.
8. Upon our demand, the defective parts shall be immediately made available to us, at our expense.
7. Terms of Payment
1. Unless agreed otherwise, our invoices are due for payment immediately on receipt, without deduction.
2. If Buyer defaults, we shall be entitled to charge interest on arrears at the rate of 8% above the base interest rate.
3. Buyer shall only be entitled to set off if his counterclaims are res judicata or have been recognised by us. Furthermore, he shall be entitled to exercise a right of retention provided that his counterclaim is based on the same contractual relationship.
4. If several invoices or accounts receivable are outstanding, we shall be entitled to determine the sequence of discharge, irrespective of any existing provision to the contrary on the part of Buyer.
5. If after the conclusion of a contract, we become aware of circumstances that, in consideration of customary banking practice, call into question Buyer‘s ability to pay or if Buyer is in arrears in respect of the period allowed for payment and fails to pay on expiration of a reasonable extension of time, we shall be entitled to insist on cash in advance for deliveries still outstanding or to make such deliveries dependent on the provision of securities.
8. Retention of Title
1. Goods delivered shall remain our property until all pending claims derived from business relations between Buyer and us have been satisfied ("reserved goods"). For the event that insolvency proceedings are instituted against Buyer‘s assets, we reserve the right of rescission. In the event that the Buyer should not meet his obligations and, in particular, if he falls into arrears in payment, we shall be entitled to rescind and to take back the reserved goods; Buyer shall be obliged to surrender the reserved goods. The taking back of the reserved goods and reservation of title shall not require a rescission on our part; such actions or the seizure of the reserved goods by us do not constitute a rescission of the contract, unless expressly declared by us.
2. Buyer shall be obliged to store and mark the reserved goods separately. Buyer shall be obliged to take good care of the reserved goods; in particular, he shall insure the reserved goods at his own cost against damage by fire, water and theft, at their replacement value. If the reserved goods require maintenance and inspection, Buyer must take care of this at his own cost and in due time.
3. Buyer may neither pledge the reserved goods nor transfer them by way of security. Buyer shall inform us without delay in the case of seizure, confiscation or other orders or interference by third parties.
4. Buyer shall be entitled to sell on the reserved goods in his ordinary course of business. However, he shall herewith assign to us all receivables up to the amount of our final invoice to which he becomes entitled as a result of reselling to his own customers or third parties, irrespective of whether the reserved goods are resold before or after processing. Buyer remains entitled to collect such receivables even after assigning them. Our entitlement to collect the receivables ourselves remains unaffected by this. We undertake not to collect the receivables provided that Buyer meets his payment obligations when due, from the proceeds, that no application is filed to initiate insolvency proceedings and that payments are not suspended. In all these cases, we may demand that Buyer informs us of the receivables assigned and the identity of the debtors, provides all the details required to enable the receivables to be collected, presents the relevant documents and notifies the debtors (third parties) of the assignment.
5. Buyer may process or convert the reserved goods on our behalf, without generating any commitments on our part. If Buyer combines, mixes, blends or processes our reserved goods, we shall acquire co-ownership to the new product in the proportion of the value of the reserved goods (final invoice amount) to the other processed, blended, mixed or combined items at the moment when the processing, blending, mixing or combining takes place. The product created as a result of processing or combining shall be subject to the same conditions as the reserved goods delivered under retention of title. If the mixing or blending take place in such a manner that Buyer‘s product is considered to be the main item, it is agreed that Buyer shall transfer proportionate co-ownership to us. Buyer shall hold in custody, on our behalf, the object of sole ownership or co-ownership obtained in this way.
6. If the value of the security provided to us exceeds the value of our receivables by more than 20%, we shall be obliged, on Buyer‘s demand, to release the excess amounts at our discretion.
7. If and inasmuch as the registration and/or fulfilment of other requirements is a precondition for the effectiveness of our retention of title, Buyer shall have to take all necessary actions at his own cost and to provide all information required to this end. If and inasmuch as an agreement on the retention of title is not permitted under the relevant legal system, Buyer shall provide us with alternative appropriate security on taking advantage of credit on goods.
9. Miscellaneous Claims for Damages
1. Any claims for damages asserted by Buyer shall be excluded, regardless of their legal basis, particularly due to breach of duties deriving from contractual obligations or from illicit actions.
2. This shall not apply insofar as liability is mandatory, e.g. in accordance with the German Product Liability Act; in cases of intent; gross negligence; danger to life and limb and non-compliance with key contractual obligations. However, claims for damages regarding non-compliance with key contractual obligations shall be restricted to typical contractual damage that is foreseeable inasmuch as such damage is not caused intentionally or by gross negligence or liability applies to the danger to life and limb. The aforementioned provisions shall not entail a reversal of the burden of proof to the detriment of Buyer.
3. Insofar as Buyer is entitled to claims for damages in accordance with this Section 9, such claims shall fall under the statute of limitations upon the expiration of the period of limitations that applies to material defects in accordance with 6.7 unless this conflicts with statutory provisions.
4. Insofar as our liability for the payment of damages is excluded or restricted, this shall also apply to personal liability for compensation on the part of our employees, representatives and vicarious agents.
10. Third-party Rights
1.      Should a third party, due to an intellectual property right or copyright (jointly referred to as "IP rights") having been infringed, bring a justified claim against Buyer in respect of the goods supplied by us having been used for their contractual purpose, we shall be liable to Buyer as follows:
1. at our own cost, we shall at our discretion either acquire the right to use the product, modify the product so that IP rights are no longer infringed, or replace the product. If none of these measures is feasible at reasonable conditions, we shall take back the product in return for reimbursement of the purchase price;
2. the obligations stated above will only materialise if Buyer immediately notifies us in writing of the claims brought by third parties, Buyer has not acknowledged an infringement and we are granted the right to all defensive measures and settlement negotiations. If Buyer stops using the product to limit damage or for any other reason, he must indicate to the third party that his ceasing to use the product does not constitute the recognition of an infringement of IP rights.
2. Any claims on the part of Buyer shall be excluded to the extent to which Buyer is responsible for infringing IP rights or if such an infringement is attributable to specific instructions imposed by Buyer, to a use not foreseeable by us or to the product having been changed by Buyer or used in combination with products not supplied by us.
3. In the cases stated in sub-clause 10.2, Buyer will exempt us from third party claims.
4. Any claims against us except those mentioned above shall be excluded; Clause 9 (Miscellaneous Claims for Damages) however, shall remain unaffected as does the right of Buyer to withdraw from the Contract.
5. In the event of other defects of title the provisions in accordance with Clause 6 shall apply analogously.
11. Production Equipment, Tools, Moulds
1. If Buyer provides us with production equipment (e.g. tools, moulds, cavities or dies), these shall be sent to us free of charge. We shall only be responsible for their loss, deterioration or incomplete return and any consequential damage, in the case of gross negligence or wilful default. This does not apply if the law stipulates liability.
2. If production equipment is manufactured or procured by us on behalf of Buyer, we shall charge for it separately at cost; for castings and mouldings and also for progressive dies. In the case of non-utilisation of a tool, Buyer shall pay the costs which have not been covered and also those relating to other type-specific equipment. The cost of prototypes shall always be paid in full by Buyer. The production equipment remains our property. We are not obliged to surrender this equipment to Buyer. This also applies to progressive dies.
3. Our drawings and documents and also our proposals for optimised design and manufacture of the components which are submitted to Buyer, may not be forwarded to third parties and we may ask for return of such documents at any time.
12. Place of Performance, Jurisdiction, Applicable Law
1. Neckarsulm is deemed the place of performance for Buyer‘s payment obligations. The supply plant/warehouse location is the place of performance for our obligations.
2. The place of jurisdiction is Heilbronn, Germany. We are also entitled to bring actions against Buyer at his place of jurisdiction as determined by the general law.
3. All legal relationships between us and Buyer shall be exclusively governed by German substantive law. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not be applicable. The interpretation of delivery clauses shall be governed by the latest valid version of INCOTERMS.
13. Partial Ineffectiveness
1.      The legal ineffectiveness of individual provisions contained in these General Conditions shall not affect the validity of the remaining provisions.
14. Data Storage
1. The data required to process business transactions will be stored and potentially forwarded to third parties in connection with the execution of orders. All personal data shall, of course, be treated confidentially in accordance with the provisions of the German Federal Data Protection Act.