The following conditions are valid for commercial transactions with our customers, who are businesspeople in the meaning of the HGB, legal entities under public law as well as special assets under public law.

§ 1

Shipment, performance and quotations are exclusively issued based on these terms and conditions. These therefore are valid for all future business relations, even if they will not be referred to explicitly in the future. Latest with accepting the goods or the performance, these terms and conditions are agreed upon. Buyer`s counter-acknowledgements with reference to its own conditions are contradicted hereby. This also is valid in case the buyer requires a special form for the contradiction. Divergences of these terms and conditions will only become effective when confirmed by us in writing.

§ 2 Quotations

Our quotations are subject to change and not binding. Samples and leaflets only serve as visual aids. Consequently drawings, pictures, measures, weights and other performance related data in our sales documentation are only binding, when exclusively confirmed by us in writing. We reserve the right to adapt our products to a future standard. A reference to DIN regulations are only descriptive and are by no means warranted qualities.

§ 3 Prices

Our quotations are subject to change and not binding, if fixed prices have not been explicitely confirmed. The prices shown are ex works prices, excluding packing and and transport as well as excluding the value-added-tax. Only the prices shown in our order acknowledgement plus the actually valid value-added-tax are binding. Prices confirmed by an order acknowledgement will not remain binding for following orders of the same parts.

§ 4 Delivery time

For delivery times and periods, agreed on to be binding or non-binding, the written form is required. Delivery times start as from the day when written form is realized. In case details remain outstanding, which according to even one party´s opinion need further regulation, then the delivery time will not begin before each detail will be agreed on. The meeting of the delivery time requires the prior fulfillment of the buyer`s contractual obligations.

Delays of delivery times due to force majeure, as well as to events, which will complicate the delivery substantially or even make it impossible (among which are strikes, lockouts, orders given by authorities etc.) even when they occur at our suppliers or their suppliers, we cannot be helt responsible for, even when agreed bindingly. In those cases we are entitled to postpone the delivery respectively the performance for the period of this hindrance plus an appropriate set-up time or to withdraw completely or partially from the contract.

In case the hindrance will last longer than 2 calendar months, the customer is entitled, after determining an adequate additional time, to withdraw from the not yet fulfilled part of the contract. In case the delivery is extended or we are released of obligations, the buyer is not entitled to derive compensatory damages. We can only refer to the circumstances quoted in the paragraphs 3 and 4, when we immediately inform the buyer of occurrence of these events. The delivery time stated are shipping dates leaving our site.

§ 5 Quantities, Call orders

A surplus or small volume delivery up to 10% for standard products respectively up to  20% for special parts or customized parts according to drawings are fulfilled as stipulated in the contract. When orders with consequent deliveries are concerned, the quantities and the delivery times of the different calls have to be communicated with the order. We are entitled to produce the complete order volume according to our production planning at an adequate period within the agreed delivery time, except for the case of an explicitly different agreement. Once the total volume had been manufactured, belated changements of the ordered goods will be impossible. In case the ordered quantity had not been accepted by the buyer, we are entitled to require the acceptance and the payment of the complete remaining volume. The buyer automatically will be in default of acceptance for the not yet called quantities at the passing of the delivery time. In case no deadline for the calls out of the orders had been agreed on, and the buyer did not call any
further quantities within a usual period, we are entitled to stipulate a period for the acceptance of the next call out of that order and to demand acceptance and payment of the remaining volume after the buyer`s missing of that deadline.

§ 6 Property rights, Copyright

The buyer is obliged to ensure that goods manufactured by us according to his information will not violate property rights of a third party. In case we will be sued for because of the delivery of such goods by third party, the buyer has to exempt us from such claims. In such cases we will only file for litigation in order to avert claims, if the buyer asks us to do so and confirms in written form his willingness to assume the costs caused hereby. In such cases we are entitled to require security in order to refund the law costs. Our documentations and drawings, as well as pressed and stamped parts designed by us which had been given to the buyer, must only be used for the intended purpose. It is strictly prohibited for him neither to pass on those documents to third party without our written consent nor to use them for any kind of publishing.

§ 7 Payment terms

If not otherwise agreed, invoices are due for payment within 10 days with a 2% discount alternatively within 30 days without discount. We are entitled to credit buyer`s payments to existing debts for the time being, despite of objecting buyer`s conditions. In case costs and interest had been accumulated, we are entitled to credit these payments first to costs, then to interest and at last to the debt.

A payment will only be valid, when the amount is at our disposal. In case the payment is made by securities, of which we reserve the acceptance in an individual case,
the payment will be valid when the security is honored. In case the buyer is in default of payment we are entitled to charge interest at the rate that is charged by
commercial banks for advance on current account plus the legal value-added-tax. The interest will be calculated at a lower rate when the buyer gives evidence that he pays less.

If the buyer does not fulfill his obligation to pay, especially does not honor a cheque or stops his payments, or when other circumstances come to know which may question the buyer`s creditability, we are entitled to claim maturity for the complete remaining debt. This also applies when we accepted cheques or bills of exchange. In those cases we are also entitled to require advance payment or bails.

The buyer is entitled to offset, withhold or reduce payments, even if defects or counterclaims are made, only in the case that they had been legally declared or they are indisputable.

§ 8 Shipment and Passing of risks

The risk passes to the buyer as soon as the consignment is handed over to the person carrying out the transport or when it left our stocks for shipment. In case the shipment is impossible through no fault of our own, the risk will pass on to the buyer along with the information of readiness for shipment. The choice of the way of shipment is left to us. In case of damage in transit the buyer has to require immediately after receipt of the shipment a legally binding certificate of damage from the transport company.

§ 9 Packing

The goods will be packed in the packing usual in the industry and will be charged at cost price.

§ 10 Warranty, Compensation

We provide warranty for the goods delivered by us according to the following stipulations, which contain the final regulations for warranty and which exclude all further claims for damages as well as claims for damages of what so ever kind e.g. based on contractual or on unauthorized action. The warranty period is 6 months. It starts with the date of  shipment.

The buyer is obliged to inform us immediately by written notice about defects,, latest however within one week as from receipt of the goods and has to detail the defect exactly. Defects which had not been detected within this period, even after careful checking, have to be communicated immediately in writing, in each case however before further processing or assembly, and have to specify exactly the defect therein.

In case of a legitimate notice of defect we are, alternatively entitled:
a) to take back the defect goods and to provide flawless goods;
b) to demand that the buyer will send back the defect goods at our costs for reworking.

In case the reworking or the shipment of the replaced part will not be executed within an appropriate period, the buyer then is entitled to set an appropriate deadline with the instruction, that in case the reworking would not be successful he would refuse acceptance and in such a case demands according to his choice conversion or reduction.

A liability for usual wear is excluded. Also excluded are the liability for the suitability of the product for the intended purpose when we produce according to the buyer`s instructions, as well as for a proper design, for the meeting of security commitments and for designing requirements and for the suitability of the material.

The buyer has exclusively the right to warranty claims against us and they cannot be transferred.

Furthering claims are excluded e.g. claims for compensation of consequential harm caused by a defect or by other consequential damages, independent of the claim is based legally or contractually or results on illegal action of one of our executives. Additionally claims for damages are excluded for warranty of assured quality which are destinated to protect the buyer against claims for compensation of consequential harm caused by a defect as well as for claims from the point of view of product liability.

§ 11 Reservation of Proprietary rights

The goods delivered will stay our property until the complete payments of all our claims out of the business dealings have been executed. The buyer is entitled to sell or to process goods delivered by us in the context of his usual business. In such case the claim caused by the buyer`s reselling will be transferred to us with the date of occurance. In case goods delivered by us will be processed together with others we acquire joint ownership on the new product, however only in relation to value of our own contribution to those of other processed goods. The same applies to mixing and blending.

In case a security of more than 120% out of our claim occurs we then are obliged to release the appropriate security on the buyer`s demand.

In case of the acceptance of a cheque or a bill of exchange our reservation of proprietory right will not expire  with the presentation but exclusively with the final honoring of the securities.

§ 12 Fulfillment, Legal venue, Choice-of-law

The law of the Federal republic of Germany is stipulated on the condition that the standard UN sales law for movables is not applicable.

Legal venue and place of performance for all direct and indirect disputes derived from the contractual relation, even for actions on bill of exchange, the court in Plettenberg will have the jurisdiction.

Foreigners can be sued for, according to our choice, regardless of the choice-of-law, on their general legal venue.

Revision level 01/08