§ 1 validity of these provisions
(1) Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. This include also also for all future business relations, also if you not again only only only. These conditions are considered accepted at the latest when the goods or services are received. Counter-confirmations of the customer with reference to his business or purchase conditions are hereby rejected.
(2) Deviations from these terms and conditions are only effective if we confirm them in writing.
§ 2 offer and conclusion of contract
(1) Our offers are subject to change and non-binding. Declarations of acceptance and all orders require our written confirmation to be legally effective. The same applies to supplements, modifications or subsidiary agreements.
(2) Only the costs for tools that are undamaged according to § 8 are specified in our offer.
(3) Offers based on request drawings are made without checking the functionality of the parts and their possible uses.
(4) Offers, according to which injection molds are made available to us for the production of blanks, whereby the functionality of these injection molds and the precise information on their possible uses and properties are assumed (e.g. on the number of shots). If this is not the case, we are neither bound to an offer nor to any delivery obligation that may have been made, provided that we apply the corresponding findings.
(5) Our offers apply if the customer provides us with raw goods, provided that we are supplied with faultless goods that are not damaged by transport. If we determine that the delivered materials are defective, we are entitled to reject the order. The also applies if – in spite of random checks – we make hidden errors available and only recognize material when the order is executed. In the latter case, you bear the costs incurred by us. For the rest, § 6 of these provisions applies.
§ 3 prices
(1) The prices stated in the order confirmation plus the applicable sales tax are decisive. Additional deliveries and services will be charged separately.
(2) Unless otherwise agreed, the prices are always understood for delivered raw parts for customary finishing from the factory, provided the items to be processed are delivered free of charge and free of charge.
(3) Insofar as the packaging for the goods delivered by the customer is not suitable for returning, we select it at our reasonable discretion and invoice the costs separately.
(4) Should our costs increase significantly by delivery of raw material prices, the cost of generalities, wage increases or legal requirements (e.g. emissions / emissions) or other unforeseen circumstances, the contract price will increase accordingly if there are more than 4 months between the conclusion of the contract and the prospective or actual delivery date; in the case of shorter delivery periods, we are entitled to pass on half of the increases to the customer.
§ 4 delivery and performance time
(1) The dates and deadlines specified by us are non-binding, unless expressly agreed otherwise in writing.
(2) Delays in delivery and performance due to force majeure and events that make delivery significantly more difficult or impossible – this also includes subsequent material procurement difficulties, operational disruptions, strikes, lockouts, lack of personnel, lack of means of transport, official orders, etc. … even if these circumstances occur with our suppliers or their sub-suppliers – we are not responsible for bindingly agreed deadlines and dates. They entitle us to postpone the delivery or service for the duration of the impediment plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part not yet fulfilled.
(3) If the hindrance lasts longer than 3 months, the buyer is entitled to withdraw from the contract with regard to the part not yet fulfilled after setting a reasonable deadline.
(4) The assertion of any damage caused by delay presupposes full proof, and our liability is limited to 5% of the invoice value of the deliveries or services concerned, further claims are excluded, unless we are guilty of willful intent or gross negligence.
(5) We are entitled to partial deliveries and partial services at any time.
(6) We are permitted to exceed or fall short of the quantity by up to 20% for all productions, unless otherwise agreed in writing. What is actually delivered is calculated.
§ 5 transfer of risk
The risk – regardless of who pays the freight costs in individual cases – passes to the customer as soon as the shipment has been handed over to the person carrying out the transport or has left our warehouse for dispatch. If the shipment is impossible due to no fault of ours or if collection has been agreed, the risk passes to the purchaser when the readiness for dispatch is reported.
§ 6 warranty
(1) In the case of delivery of bad materials, no liability for quality finishing. This also applies in principle if the customer has provided us with injection molds that caused the faulty execution. The customer is obliged to accept the goods at the agreed price, unless we are not aware of the defectiveness of the products (possibly made with the injection mold) when carrying out the order due to gross negligence. In the latter case, we are liable according to the conditions below. As far as we have passed the injection mold for the production of blanks to third parties, the same applies.
(2) Any defects that are recognizable upon careful examination by the customer, to which he is obliged, must be reported immediately, but at the latest within 8 days after receipt of the goods, otherwise any liability on our part expires. For defects that are initially not recognizable, a 1/2-year obligation to pay applies, however, the warranty can in no case be asserted after 4 weeks after knowledge of the defect.
The warranty period begins with the delivery date and ends in any case 6 weeks after rejection of any warranty claims.
(3) In the event of justified complaints, the rights of the customer are limited as follows:
Insofar as the cause of the defect lies in the area of responsibility of supplier companies, we hereby assign the warranty claims to which we are entitled from the supplier to the customer; we are not liable in this respect.
In the event of incorrect execution caused by us, we take back the goods for the purpose of repeated treatment or replacement delivery. The customer bears the costs of the return. If this obligation to bear the costs is or is not legally permissible, we will bear the costs of the return shipment from the destination or – for deliveries abroad – the costs incurred from the FRG border entry, whereby the customer must ensure the lowest possible costs.
(4) If the rectification or replacement delivery fails after a reasonable period of time, the customer can choose to have the remuneration reduced or the contract canceled.
(5) A prerequisite for the assertion of warranty claims is always that the customer fulfills his payment obligations insofar as it is reasonable taking into account any defects.
(6) special features
The execution is basically decorative, unless we have confirmed the specification in writing. Only the visible or outer surfaces of the parts must be machined, subject to a special prior written agreement.
We are not liable for any rejects or the like that arise during processing, provided the reject rate is 10% of the delivery quantity or less, or can be higher by agreement, as such a quota is customary in the industry and production-related. The purchaser’s obligation to pay remains.
If the reject rate is more than 10%, we will add the amount by which the reject rate is higher than 10%. The purchaser has to give us the opportunity for subsequent delivery, even if the delivery date was binding, if necessary with immediate provision of the required raw material. If the customer does not provide the raw goods within a reasonable period of time, our warranty is void.
According to our cheap choice, we can also replace the raw material affected by the committee and replace the subsequent delivery, but our liability is limited to the cost price.
The orders overwritten for us for the injection molding of metal parts with or without subsequent galvanization are carried out under exclusion of the correctness of the construction and the associated functionality. The injection molds are created according to the drawing dimensions and / or tool drawings specified by the customer. We are only liable for execution in accordance with the drawings, subject to techn. Feasibility.
We accept no liability for the dimensional accuracy of threads, as these will change more or less due to the chemical and galvanic treatment.
We are not liable for deviating dimensions due to shrinkage or design errors from the specified drawing dimensions. We are also not liable for a lack of a DIN version if the metal part does not allow appropriate processing.
(7) Warranty claims against us are only available to the direct purchaser. They are not assignable.
(8) The above paragraphs contain the guarantee for our products and services and exclude any other guarantee claims of any kind.
§ 7 retention of title
(1) The goods processed and / or manufactured by us remain our property until the fulfillment of all claims (including all balance claims from current account), which we are entitled to for any legal reason against the customer now and in the future.
(2) The customer carries out any processing of our goods for us as the manufacturer, but without any obligation for us. If our goods are processed, combined, mixed or blended with other goods that do not belong to us, the customer hereby already gives us the co-ownership share in the new item that arises in the ratio of the invoice value of our goods to the value of the other goods at the time of processing, connection, Mixing or blending off. In the event that the customer becomes the sole owner of the goods during processing, etc., he hereby transfers the co-ownership share in the new item to us in the amount of the value of our goods. The customer will keep the goods on which we own or co-own for us free of charge.
Goods in which we have ownership or co-ownership are deemed to be reserved goods in the following.
(3) The customer is entitled to sell the reserved goods in the ordinary course of business, as long as he is not in default. Pledges and transfers by way of security are not permitted.
The buyer assigns the claims arising from the resale or from another legal reason (insurance, unauthorized action) with regard to the reserved goods (including all balance claims from current account) as security for the amount of the invoice value (for the initial purchase) plus a security amount of 20%. The customer is revocably authorized to collect the claims assigned to us for our account in his own name.
(4) If third parties access the goods subject to retention of title, the purchaser will point out our ownership and notify us immediately and, if necessary, provide us with the information necessary to assert our rights.
(5) If the purchaser is in default of payment, stops making payment or submits an application to open a settlement or bankruptcy proceeding on his assets, we are entitled to take back the goods subject to retention of title or to demand assignment of any claims for surrender by the purchaser against third parties. In these cases, we are also authorized, by revoking the direct debit authorization, to notify the buyer’s customers of our claim holder status and to request payment from us. In these cases, the purchaser undertakes to fully inform us of his end customers with name and address and the amount of the claim and to support us in every respect.
The withdrawal or the attachment of the reserved goods by us does not constitute a withdrawal from the contract.
§ 8 tools and molds
Our drawings, samples, models and tools remain our property and may not be made accessible to third parties. Furthermore, we reserve ownership of press and injection molds and other tools until all of our claims from the business relationship have been paid in full even if the manufacturing costs are borne in whole or in part by the customer. As long as our retention of title applies in this regard, we are entitled to own the tools. We keep them carefully. However, we only bear the maintenance costs that are directly related to production. The customer bears the costs resulting from wear and tear as well as the costs of an insurance of the goods to be concluded by him.
The customer has to bear the costs for frames that we manufacture for the purpose of production, however, the frame itself is not produced for the customer, and the customer has no right to transfer the frame. In this respect, the remuneration relates only to the manufacturing work performed using our know-how, not to the product (frame) itself. The frames remain our property before, during and after execution of the order.
We undertake to use the molds, tools, etc. only for orders of the customer without any other agreement. In the event that the customer has not paid for the goods delivered to him or has not paid within the agreed period, we can use the tools as desired. Our retention period expires if no further orders are received from the customer within 2 years after the last order.
§ 9 property rights
If we have to deliver according to samples, drawings and models etc. of the customer, the customer assumes liability that no property rights of third parties are violated.
If we are prohibited by a third party from relying on a property right belonging to him (e.g. patents, utility models), we are entitled – without being obliged to examine the legal relationship – to the exclusion of all claims for damages on the part of the customer who Discontinue production and delivery and request reimbursement of the costs incurred. The purchaser has to compensate us for all direct and indirect damage that arises from the violation of any protective rights and their assertion. He has to release us from any litigation and legal fees on request.
§ 10 payment
(1) Unless otherwise agreed, our invoices are payable net and without deduction immediately upon receipt of the invoice. We are entitled to credit payments against the customer’s older debts, despite contrary provisions. If costs and interest have already arisen, we are entitled to offset the payments first against the costs, then against the interest and finally against the main service.
(2) A payment is only deemed to have been made when we can dispose of the amount. In the case of checks and bills of exchange, payment is only deemed to have been made once these have been cashed.
(3) If the customer is in arrears, we are entitled to charge interest from the point in time in the amount of the interest rate calculated by the commercial banks for overdrafts on the current account plus the applicable sales tax.
(4) If the purchaser does not meet his payment obligations, in particular does not cash a check or stops making payment, or if we become aware of other circumstances that question the creditworthiness of the purchaser, we are entitled to call the entire remaining debt due, even if we have accepted checks or bills of exchange. In these cases, we are also entitled to request advance payments or security deposits.
(5) The customer is only entitled to set-off, retention or reduction, even if complaints or counterclaims are asserted, if the counterclaims have been legally established or are undisputed.
§ 10 payment
(1) Unless otherwise agreed, our invoices are payable net and without deduction immediately upon receipt of the invoice. We are entitled to credit payments against the customer’s older debts, despite contrary provisions. If costs and interest have already arisen, we are entitled to offset the payments first against the costs, then against the interest and finally against the main service.
(2) A payment is only deemed to have been made when we can dispose of the amount. In the case of checks and bills of exchange, payment is only deemed to have been made once these have been cashed.
(3) If the customer is in arrears, we are entitled to charge interest from the point in time in the amount of the interest rate calculated by the commercial banks for overdrafts on the current account plus the applicable sales tax.
(4) If the purchaser does not meet his payment obligations, in particular does not cash a check or stops making payment, or if we become aware of other circumstances that question the creditworthiness of the purchaser, we are entitled to call the entire remaining debt due, even if we have accepted checks or bills of exchange. In these cases, we are also entitled to request advance payments or security deposits.
(5) The customer is only entitled to set-off, retention or reduction, even if complaints or counterclaims are asserted, if the counterclaims have been legally established or are undisputed.
§ 11 confidentiality
Unless otherwise expressly agreed in writing, the information submitted to us in connection with the order is not considered confidential.
§ 12 limitation of liability
Claims for damages from the impossibility of performance, from positive breach of claim, from fault at the conclusion of the contract and from tort, etc. are excluded both against us and against our vicarious agents or vicarious agents, unless there is willful or grossly negligent action.
§ 13 Applicable law, place of jurisdiction, partial nullity
(1) The law of the FRG applies to these business relationships and the entire legal relationship between us and the customer.
(2) Should a provision in these terms and conditions or a provision in the context of another agreement be or become ineffective, the effectiveness of all other provisions or agreements will not be affected. The parties are then obliged to replace the ineffective regulation with one that comes closest to the one originally intended.
(3) To the extent permitted by law, our company headquarters is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
