General Terms and Conditions of Sale and Delivery

1 General

1.1 Our Terms and Conditions of Sale and Delivery shall apply exclusively to all our business relations entered into for the first time, on an ongoing basis and in the future with companies within the meaning of § 14 of the German Civil Code (hereinafter referred to as "Contract Partner" or "Purchaser") as of 01.04.2002, even if they are not referred to again at the time of the respective conclusion of the contract.

1.2 We do not recognize any terms and conditions of our contractual partner that deviate from our terms and conditions, even if we do not expressly object to them. All changes require our written confirmation to be legally valid.

2 Offers, Orders, Conclusion of Contract

2.1 Our offers are generally non-binding and subject to change unless they are expressly marked as binding offers. The sending of price lists shall not be regarded as an offer. The technical data, information on intended use and product illustrations contained in our advertising and/or in our brochures and other sales documents do not constitute an offer to conclude a warranty contract within the meaning of § 443 BGB.

2.2 The order of goods and/or services includes the binding offer of the contractual partner to purchase the goods/services. We shall be entitled to accept the contractual offer contained in the order within two weeks after receipt of the order. The acceptance of the offer can be made by us in writing or by delivery/performance of the ordered goods/services to the customer. We reserve the right not to accept orders, even without a written statement or more detailed reasons. In case of doubt, our silence after expiry of the acceptance period shall be deemed to be a rejection.

2.3 All offer documents, such as drawings, samples, calculations, and so forth shall remain our property. They may not be reproduced or made accessible to third parties in any other way without our written consent. Upon request, all documents shall be returned to us without delay.

3 Delivery

3.1 The delivery and performance deadlines stated by us are non-binding and subject to change; they may change due to delays in delivery, production, or disruptions in the operating process. In the event of subsequent amendments or supplements to the contract, the delivery periods and dates shall start anew or shall be postponed accordingly, even if they have already been confirmed by us, unless otherwise agreed with the contractual partner in the individual case.

3.2 Partial deliveries or partial services shall be permissible and shall oblige our contractual partner to pay the pro rata remuneration, unless the partial delivery or partial service would be expressly prohibited in writing by the customer.

3.3 In the case of delivery orders on call-off, the entire order quantity shall be deemed to have been called-off by the contracting party one calendar month after expiry of the period agreed for the call-off or, in the absence of an agreed period, three calendar months after conclusion of the contract.

3.4 Our deliveries shall be made "ex works" (EXW). The Seller's and Buyer's obligations shall be determined in the event of delivery "ex works" in accordance with the International Commercial Terms (INCOTERMS) in their current version, even if no transport costs have been charged.

3.5 If we are in default of delivery for reasons for which we are responsible, our liability shall be limited to the foreseeable, direct average damage.

3.6 If, at the request of the purchaser, shipment is delayed in relation to the agreed delivery date, storage charges amounting to 1% of the value of the goods may be charged to the purchaser after one month for each month or part thereof.

4 Delay in Acceptance

4.1 If the purchaser is in default of acceptance or if he violates other obligations to cooperate, we shall be entitled, without prejudice to our rights under Sections 3.2 and 3.3, to rescind the contract at our discretion and to claim compensation for the damage incurred by us as a result, including additional expenses.

4.2 In the event of default in acceptance, the risk of accidental loss or accidental deterioration of the delivered item shall also pass to the customer at the time at which the customer defaults in acceptance.

5 Price and Payment

5.1 Our prices are generally quoted in EURO net cash, ex works plus shipping and packaging costs, unless otherwise agreed in writing. Statutory levies, duties and taxes shall be paid separately in the amount applicable at the time of invoicing.

5.2 Price changes are permissible if there are more than six weeks between the conclusion of the contract and the agreed delivery date. If wages, material costs, and so forth increase thereafter until completion of the delivery. We shall be entitled to increase the price appropriately in accordance with the cost increases.

5.3 Our invoices shall be due for payment within 30 days net cash after the invoice date, in the case of small quantities and services after 10 days net.

5.4 If the due date is exceeded, the Buyer shall be in default of payment even without a reminder. If our contractual partner's financial situation deteriorates significantly after conclusion of the contract, in particular if our claim for payment is at risk, we shall be entitled to declare all claims due immediately and to demand advance payments or securities for future deliveries.

5.5 In the event of late payment or deferral of payment, we shall be entitled to charge interest on the purchase price at the rate of eight percentage points above the respective base interest rate of the European Central Bank p.a. without further proof.

5.6 We shall be entitled to charge a processing fee for each written reminder of an invoice issued after the default has occurred.

5.7 The Purchaser may only offset counterclaims against us if the counterclaim to be offset is undisputed or has been finally determined by a court of law. The customer shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship established with us.

6 Cost for Special Tooling / Equipment

If special tools or devices are manufactured for non-series products at the request of the purchaser, these shall be invoiced to the purchaser. These costs are due in the following partial amounts: first third 10 days net after order confirmation, second third 10 days net after sampling, third third 30 days net after sampling. Any necessary costs for wear and tear, repairs, and modifications can be charged to the purchaser appropriately.


7 Reservation of Proprietary Rights

All goods delivered by us shall remain our property until full payment of the purchase price (including any transport costs). However, the customer shall be entitled to process, handle and/or resell the goods in the ordinary course of business. Processing and reprocessing by the purchaser shall always be carried out in our name and on our behalf. The Purchaser hereby assigns to us any claims arising therefrom in the amount of our invoiced claim, including the statutory value added tax. We accept the assignment. The customer shall remain authorized to collect these claims. Our authority to collect the claim shall remain unaffected. However, we undertake not to collect the claim as long as the customer is not in default of payment of the purchase price. If the customer is in default with the payment of the purchase price, his authorization to process, install and/or resell the reserved goods shall expire.

8 Notice of Defects / Warranty

8.1 As a matter of principle, only our product description shall be deemed agreed upon as definition of the quality of the goods. Public statements, recommendations or advertising shall not constitute a contractual description of the quality of the goods.

8.2 The Purchaser shall be obliged to comply with his obligations to inspect the goods and to give notice of defects pursuant to § 377 HGB (German Commercial Code). Goods delivered by us shall be deemed to have been approved in accordance with the contract if we do not receive written notification from the Purchaser within 10 (ten) days of receipt of the goods, but no later than 14 (fourteen) days after their delivery ex works, stating specifically which complaints have been raised. In the case of partial deliveries, this refers to each individual partial quantity. Differences in quantity of mass-produced articles of less than 5% (five percent) do not entitle to a notice of defects. Unless otherwise agreed in writing, our deliveries shall be made in the standard existing at the time of the order.

8.3 The Buyer shall give notice of hidden defects immediately after discovery of the defect, however, at the latest within six months after delivery.

8.4 A complaint shall not entitle the Buyer to withhold payments due or to refuse acceptance of further deliveries.

8.5 Subject to timely inspection and notification of defects in accordance with § 377 of the German Commercial Code (HGB) we shall provide a warranty subject to the following provisions:

  • In the event of defects in the purchased goods, we shall be entitled, at our discretion, to initially provide subsequent performance in the form of rectification of the defect or replacement delivery free of defects.
  • If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect.
  • If the purchaser chooses compensation for damages after subsequent performance has failed, our liability shall not extend to damage that has not occurred to the delivery item itself; liability for loss of profit or other financial loss shall be excluded.
  • The warranty period for material defects and defects of title shall be one year after the date of delivery, unless mandatory statutory provisions provide for a different limitation period.

8.6 We do not warrant that products are free from third party intellectual property rights.

8.7 We do not provide any guarantees in the legal sense.

9 Liability

We shall not be liable in the event of a slightly negligent breach of immaterial contractual obligations. In other respects, in the case of slightly negligent breaches of duty, our liability shall be limited to the direct average damage which is foreseeable and typical for the contract in view of the type of goods. This shall also apply to slightly negligent breaches of duty by our legal representatives, executive employees, and vicarious agents.

10 Miscellaneous, Place of Performance, Place of Jurisdiction

Verbal subsidiary agreements shall only be deemed to be part of the contract if they are confirmed by us in writing. Should any clause of these contractual terms and conditions be void and/or ineffective in whole or in part, the remaining provisions shall not be affected thereby. An invalid provision shall rather be replaced by a provision that comes as close as possible to the economic intention.

The law of the Federal Republic of Germany shall apply exclusively to all legal relationships. The place of jurisdiction and performance for all services shall be our registered office.

April 2002