General terms and conditions

(last update: December 2001)
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Scope of conditions, offers
1. Customer's buying conditions, if diverging from our own terms and conditions, require our written confirmation. We shall not accept customer's conditions. Our failure to contradict does not constitute our agreement to such condition.
2. Any assurance, additional agreement and modification of this contracts is valid only if in writing. We shall not waive this requirement.
3. The contract partner agrees to our terms and conditions by placing an order, confirming an order or accepting our service.
4. Unless expressly otherwise agreed, documents attached to an offer, such as illustrations, drawings, indications of weight and dimension are not hard and fast.
5. All sale and delivery contracts are subject to our terms and conditions as described in the following.
6. All our quotations are open. The stipulations of the contract become effective with our written confirmation or with delivery.
Prices and terms of payment
1. Unless otherwise agreed, our prices are quoted in Euro ex works inclusive of insurance cost. Our prices are calculated net exclusive of value added tax / customs clearance according to the relevant legal requirements.
2. Invoices concerning domestic sale contracts are payable: tool cost - 10 days net after date of invoice. Series parts - 10 days after date of invoice, 3 % cash discount or 30 days net. Cash discount is not permissible if customer is in default with payments of other amounts due.
3. Payments are always used for settlement of the oldest accounts payable plus all default interests and collecting expenses accrued.
4. Holding back payments or set-off against possible counterclaims of customer is only permissible if declared legally binding or if not disputed by us.
5. We reserve our decision to accept bills of exchange. Discount charges, bill of exchange tax and default interest is payable immediately. Collection and discount charges are for customers account. We retain title of property until the final credit entry of the bill of exchange accepted on account of performance has been effected according to stipulation 6. If customer has filed a complaint or enforced a counterclaim, he is only entitled to set-off, retention or reduction if the counterclaims have been declared legally binding or are undisputed.
6. In case we learn of facts harming the creditworthiness of the customer we are entitled to request payment in advance or other provision of security.
7. Payments are to be effected free of transport cost and expenses.
Delivery contract, delivery date and delay
1. The contractually stipulated delivery period starts at the time of contract conclusion, however not before customer's production of all agreed documents, authorizations and releases and not before receipt of a contractually agreed deposit, if applicable.
2. Delivery periods we state are only approximate unless a binding delivery date has been agreed. The begin of our stated delivery period assumes the prior settlement and specification of all technical details. Furthermore, we shall meet our delivery obligations on the assumption that our contract partner properly fulfils his obligations.
3. The supplier retains the right of partial deliveries.
4. Goods that are reported ready for dispatch must be called for without delay. Otherwise we are entitled to store them at customer's cost and risk and regard them as delivered.
5. Our minimum order size is 75 Euro. We reserve the right to shelve smaller orders until they reach the minimum size or to invoice administrative fees up to 75 Euro.
6. The delivery period is kept if the delivery item has left the plant or dispatch note has been sent by the end of expiry of the delivery period.
7. In case of delay of delivery an appropriate number of days of grace should be granted.
8. Deliveries on call must be collected within two months of order confirmation.
Dispatch, passing of risk and acceptation
1. Unless otherwise agreed, we deliver ex works exclusive of packaging. Delivery and transport of the goods are at customer's risk. Insurance against theft, transport damage, etc., will be provided upon request at customer's expense. Unless special transport specifications are given we choose the most reasonable way of transport.
2. The risk is passed to the customer at the time when the delivery items are dispatched at the latest. Upon request we provide transport insurance at customer's expense.
3. The customer shall accept delivery items without prejudice to his guarantee even if they have insignificant defects.
4. Orders for manufactured goods can exceed or undercut the minimum order size by 10 %.
5. We are not liable for delay of agreed delivery or service due to acts of God and to events that significantly impair or render delivery impossible - including but not restricted to lawful strike, lawful lock-out, official directive, etc., even if occurred at our suppliers or their subcontractors. In such case we are entitled to shelve the delivery or service for the duration of the impairment plus an appropriate start-up time or to cancel the contract in all or in part, corresponding to the not yet delivered portion.
6. If the non-compliance with binding delivery periods and dates is our fault or if we are in delay the customer is entitled to a compensation of one half percent for every completed week of delay, however, in total not more than 5 % of the amount of the invoice concerning the delayed deliveries and services. Claims beyond that are excluded unless the delay is due at least to gross negligence on our part.
7. The risk passes to the customer in any case - even in case of free delivery - at the time when the goods are dispatched from our plant or after the dispatch note is sent.
8. Insurance is only provided upon express written request and at customer's expense following our written confirmation.
Default of acceptance
1. If customer fails to accept the contract matter in due course we are entitled to grant a suitable period of grace, to dispose otherwise with it and to deliver to customer within an adequate extended period. This does not affect our rights under the stipulations of § 326 Civil Code to cancel the contract or claim for damages for non-performance. If we claim for damages for non-performance we are entitled to claim 10 % of the agreed price as compensation without evidence, unless evidently the damage is substantially smaller. We reserve the right to claim a higher actual damage.
Retention of property
1. We retain title of property to the goods delivered until full payment of all our claims, especially until payment of all bills of exchange traded in and up to our entire exemption from possible accounts payable that we have assumed in customer's interest. The same goes for the processing of our goods on our behalf (§ 950 Civil Code). For processing and combination with other goods that are not property of the customer we are entitled to co-ownership in the relation of the amount of the invoice for our goods to these other goods at the time of the processing or combination.
2. The customer is not entitled to sell our reserved goods in any other than the ordinary course of business and only as long as he is not in delay of payment. He is not entitled to dispose otherwise of the reserved goods (for example transfer by way of security, pledging). He shall transfer title of the selling price and wage claims in connection with the resale of our reserved goods to us by now in the amount of our invoice until all our accounts payable are settled. The customer has the revocable right of collecting these accounts payable.
3. We agree to relinquish the portion of securities due to us upon request at our own option in as far as they exceed the open accounts payable in our favour by more than 20 %.
4. In case of delay of payment, impending cessation of payment, unsatisfying information about ability to pay or about the customer's financial situation, or in the event of compulsory enforcement or bill protests against customer we are entitled to collect the delivered goods. The fact that we assert retention of title and have the delivered goods seized shall not constitute our cancellation of the contract unless the Hire Purchase Act finds application. All charges for taking back and realization of the contract matter are at customer's expense. The cost for realization without proof amount to 10 percent of the proceeds of the realization inclusive of sales tax. They are to be calculated at a higher rate if we establish evidence of higher cost and at a lower rate if customer establishes evidence of lower cost. The proceeds shall be credited to customer's account after deduction of all costs and other possible accounts payable to us.
5. The customer shall immediately notify us of any attachment or other impairment of the delivery goods by third parties. Customer shall bear the cost for all charges arising out of the attachment.
Notice of defects
1. Warranty claims require, that the duty of inspection, notification and rejection has been fulfilled according to §§ 377, 378 HGB (commercial code). Notice of defects for defects detected in the course of a regular incoming inspection, which must in any case include trial processing or consumption, must be issued in writing within 8 workdays after dispatch. Notice of defects must be issued in writing within 8 workdays after detection of the defect, if the defect could not be detected in the course of a regular incoming inspection (as described above).
2. The customer is not entitled to waive his duty of inspection, notification and rejection according to § 377 and § 378 HGB (commercial code) unless expressly agreed upon in writing.
Warranty
1. We are only liable for newly produced items and only for defects, including the lack of warranted characteristics, of which we have been notified in a timely manner, as follows: Parts, that, as a result of circumstances occurring before the risk is passed - especially due to defective material or non-compliance with specified dimensions - turn out to be useless or significantly impaired in composition, must at our option be repaired or exchanged free of cost. Several attempts of rework or another delivery are admissible. Exchanged parts become our property. We are not liable to warranty before customer has fulfilled his obligation to pay. Customer's failure to grant us reasonable time and opportunity to carry out all rework and substitutions we deem necessary shall release us from our warranty.
2. As supplier of metal parts we do not produce our own products but manufacture parts according to customer specification and drawing. Our technical advice concerning the application in spoken and written is primarily intended to explain the optimum use of our products. This support from our part does not discharge the customer of his duty to inspect our products for suitability for the intended purpose.
3. We or our auxiliary persons are not liable for damages in case of breach of accessory obligations, positive breach of contract and civil offence unless due to gross negligence or deliberate act, and only as far as acceptable by law.
4. If improvement or replacement are not possible or have finally failed or are refused or reasonably delayed, the customer is entitled to reduction of the price or cancellation of the contract. All other more far-reaching claims of the customer including claim for damage due to consequential damage und resulting from improvement shall be excluded, unless due to gross neglect or deliberate act on our part.
General conditions
1. Place of delivery for your services is our company headquarters in Burgau.
2. These terms and conditions are governed by the law of the Federal Republic of Germany. The standard international sales law shall not be applied.
3. For all current and future claims arising from business connections with merchants, juristic persons of public right or institutions with special funds under public law as well as all claims asserted by way of dunning procedure the court of jurisdiction shall be Günzburg (Donau). In the event that the customer is located outside the Federal Republic of Germany, or that after conclusion of this contract he transfers his residence, or that his permanent address is unknown at the time of filing of an action, the court of jurisdiction shall be Günzburg (Donau). In the event of delivery to foreign countries we are entitled to choose the capital of the country as court of jurisdiction in which the customer has his headquarters.