Terms & Conditions

General Terms and Conditions of Purchase and Payment Version 10.01.2024 (REV. 3.0)

Terms and Conditions of Purchase

Unless otherwise expressly confirmed by us in writing, the following terms and conditions shall form the basis of the business relationship with the seller once and for all and shall be recognized as legally binding, without the need for special reference to them in subsequent correspondence or in new business transactions.

1. General

a. Our Terms and Conditions of Purchase apply exclusively; we do not recognize any general terms and condi-tions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept or pay for deliveries of products and services of the sup-plier (hereinafter referred to as the subject matter of the contract) in the knowledge that the supplier’s terms and conditions conflict with or deviate from our Terms and Conditions of Purchase. Our Terms and Conditions of Purchase shall also apply to future deliveries and ser-vices of the Supplier to us until our new Terms and Con-ditions of Purchase come into force.

2. Conclusion of contract and contract modifications

a. Orders, contracts and deliveries as well as their amendments and supplements must be made in writing. Orders and delivery call-offs may also be made by remote data transmission or fax.

b. Verbal agreements prior to or upon conclusion of the contract must be confirmed in writing by the Purchasing Department in order to be valid. Clause 2.a sentence 2 remains unaffected.

c. Verbal agreements after conclusion of the contract, in particular subsequent amendments and supplements to our terms and conditions of purchase – including this written form clause – as well as ancillary agreements of any kind, must also be confirmed in writing by the pur-chasing department in order to be effective.

d. Cost estimates are binding and shall not be remunerated unless expressly agreed otherwise.

e. If the supplier does not accept the order within two weeks of receipt, we shall be entitled to cancel the order. Delivery call-offs shall become binding if the supplier does not object within five working days of receipt.

3. Delivery

a. Deviations from our contracts and orders are only permitted with our prior written consent.

b. Agreed dates and deadlines are binding. The date of receipt of the goods by us shall be decisive for compliance with the delivery date or delivery period. If delivery “free works” (DDU or DDP in accordance with Incoterms 2000) has not been agreed, the supplier must make the goods available in good time, taking into account the time to be agreed with the carrier for loading and dis-patch.

c. If the supplier is responsible for installation or assembly and unless otherwise agreed, the supplier shall bear all necessary ancillary costs, such as travel expenses, provi-sion of tools and allowances, unless otherwise agreed.

d. If agreed deadlines are not met, the statutory provisions shall apply. If the supplier foresees difficulties with re-gard to production, the supply of primary materials, com-pliance with the delivery date or similar circumstances which could prevent him from delivering on time or in the agreed quality, the supplier must inform our ordering department immediately.

e. The unconditional acceptance of the delayed delivery or service shall not constitute a waiver of the claims for compensation to which we are entitled due to the delayed delivery or service; this shall apply until full payment of the remuneration owed by us for the delivery or service concerned.

f. Partial deliveries are generally not permitted unless we have expressly agreed to them or they are reasonable for us.

g. For quantities, weights and dimensions, the values deter-mined by us during the incoming goods inspection shall be decisive, subject to proof to the contrary.

h. In addition to the right of use to the extent permitted by law (Sections 69a et seq. UrhG [German Copyright Act]), we shall have the right to use software that is part of the scope of delivery of the product, including its doc-umentation, with the agreed performance features and to the extent necessary for the contractual use of the prod-uct. We may also make a backup copy without express agreement.

4. force majeure

a. Force majeure, labor disputes, operational disruptions through no fault of our own, unrest, official measures and other unavoidable events shall entitle us – without prejudice to our other rights – to withdraw from the con-tract in whole or in part, provided that they are not of in-significant duration and result in a significant reduction in our requirements.

5. Dispatch note and invoice

a. The information in our orders and delivery call-offs shall apply. The invoice must be sent in a single copy, stating the invoice number and other allocation features, to the address printed on the invoice; it must not be enclosed with the consignments.

6. Pricing and transfer of risk

a. If no special agreement has been made, the prices shall be free works duty paid (DDP according to Incoterms 2000) including packaging. Value added tax is not in-cluded. The supplier shall bear the material risk until ac-ceptance of the goods by us or our agent at the place to which the goods are to be delivered in accordance with the order.

7. Terms of payment

a. Unless a special agreement has been made, the invoice shall be paid either within 14 days with a 3% discount or within 30 days without deduction from the due date of the payment claim and receipt of both the invoice and the goods or provision of the service. Payment shall be made subject to invoice verification

8. Claims for defects and recourse

a. Acceptance shall be subject to inspection for freedom from defects, in particular also for correctness, complete-ness and suitability. We shall be entitled to inspect the subject matter of the contract to the extent and as soon as this is feasible in the ordinary course of business; we shall give notice of any defects discovered immediately upon discovery.

b. The statutory provisions on material defects and defects of title shall apply, unless otherwise stipulated below.

c. In principle, we have the right to choose the type of sub-sequent performance. The supplier has the right to refuse the type of subsequent performance chosen by us under the conditions of § 439 para. 2 BGB.

d. If the supplier does not begin to remedy the defect imme-diately after our request to remedy the defect, we shall be entitled in urgent cases, in particular to avert acute dan-ger or avoid major damage, to remedy the defect our-selves or have it remedied by a third party at the suppli-er’s expense. Claims for material defects shall lapse after 2 years, unless the item has been used for a building in accordance with its normal use and has caused its defec-tiveness. The limitation period for claims for material de-fects begins with the delivery of the subject matter of the contract (transfer of risk).

e. In the event of defects of title, the supplier shall also in-demnify us against any existing third-party claims. A limitation period of 10 years shall apply with regard to defects of title.

f. For parts of the delivery repaired or repaired within our limitation period for our claims for defects, the limitation period shall begin to run anew at the time at which the supplier has completely fulfilled our claims for subse-quent performance.

g. If we incur costs as a result of the defective delivery of the subject matter of the contract, in particular transpor-tation, travel, material costs or costs for an incoming goods inspection exceeding the usual scope, the supplier shall bear these costs.

h. If we take back products manufactured and/or sold by us as a result of the defectiveness of the contractual item de-livered by the supplier or if the purchase price was re-duced or if claims were asserted against us in any other way, we reserve the right of recourse against the sup-plier, whereby it is not necessary to set an otherwise re-quired deadline for our defect rights. We are entitled to demand compensation from the supplier for the expenses that we had to bear in relation to our customer, because the latter has a claim against us for reimbursement of the expenses required for the purpose of subsequent perfor-mance, in particular transport, travel, labor and material costs.

i. Notwithstanding the provision in clause 8.e, the limita-tion period in the cases of clauses 8.f and 8.g shall com-mence at the earliest 2 months after the date on which we have fulfilled the claims asserted against us by our cus-tomer, but at the latest 5 years after delivery by the sup-plier.

j. If a material defect becomes apparent within 6 months of the transfer of risk, it shall be assumed that the defect was already present at the time of the transfer of risk, un-less this assumption is incompatible with the nature of the item or the defect.

9. Product liability and recall

a. In the event that claims are asserted against us on the basis of product liability, the supplier shall be obliged to in-demnify us against such claims if and to the extent that the damage was caused by a defect in the contractual item delivered by the supplier. In cases of fault-based lia-bility, however, this shall only apply if the supplier is at fault. If the cause of the damage lies within the supplier’s area of responsibility, the supplier shall bear the burden of proof in this respect. In such cases, the supplier shall bear all costs and expenses, including the costs of any le-gal action or recall action. In all other respects, the sta-tutory provisions shall apply.

10. Execution of work

a. Persons who carry out work on the factory premises in fulfillment of the contract must observe the provisions of the respective company regulations. Liability for acci-dents that occur to these persons on the factory premises is excluded, insofar as these were not caused by inten-tional or grossly negligent breaches of duty by our legal representatives or vicarious agents.

11. Provision of materials

a. Materials, parts, containers and special packaging provided by us shall remain our property. These may only be used as intended. The processing of materials and the assembly of parts shall be carried out by us. It is agreed that we shall be co-owners of the products manufactured using our materials and parts in the ratio of the value of the materials provided to the value of the overall product, which shall be managed by the supplier on our behalf.

12. Documents and confidentiality

a. All commercial or technical information made accessible by us (including features that can be taken from any ob-jects, documents or software handed over and other knowledge or experience) must be kept secret from third parties as long as and insofar as it is not demonstrably public knowledge and may only be made available in the supplier’s own company to those persons who must nec-essarily be consulted for its use for the purpose of deliv-ery to us and who are also obliged to maintain secrecy; it shall remain our exclusive property. Such information may not be reproduced – except for deliveries to us – without our prior written consent. At our request, all in-formation originating from us (including any copies or records made) and items provided on loan must be re-turned to us immediately and in full or destroyed.

b. Products which are manufactured according to docu-ments designed by us, such as drawings, models and the like, or according to our confidential information or with our tools or copied tools, may neither be used by the sup-plier itself nor offered or supplied to third parties. This also applies mutatis mutandis to our print orders.

13. Place of fulfillment

a. The place of fulfillment is the place to which the goods are to be delivered in accordance with the order.

14. General provisions

a. Should a provision of these terms and conditions be or become effective on the basis of further agreements made, this shall not affect the validity of the remaining terms and conditions. The contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to the economic purpose of the invalid provision.

b. The place of jurisdiction for all legal disputes arising di-rectly or indirectly from contractual relationships based on these Terms and Conditions of Purchase shall be Kre-feld. We are further entitled, at our discretion, to sue the supplier at the court of his registered office or branch of-fice at the court of the place of performance.

c. The contractual relationship shall be governed exclu-sively by German law to the exclusion of the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG)


General Terms and Conditions of Delivery and Payment Version 10.01.2024 (REV. 3.0)

I. General information

Unless otherwise expressly confirmed by us in writing, the following terms and conditions shall form the basis of the business relationship with the purchaser or consignee once and for all and shall be recognized as legally binding, without the need for any special reference to them in subsequent correspondence or in new business transactions.

II. Contractual conditions

1. The contractor’s offers are subject to change and are valid for 3 months. Unless otherwise agreed in writing, all incoming orders shall only be executed in accordance with the following terms and condi-tions. Formal terms and conditions of purchase of the Client shall not be recognized, even if they are not expressly contradicted. Verbal collateral agree-ments require the written confirmation of the con-tractor to be effective.

2. All agreements shall only become binding upon written confirmation by the contractor. The same applies to supplements, amendments and ancillary agreements.

3. In the case of custom-made products, the customer agrees to an adjustment of the contractual quantity of up to +10%. The same applies to the calculation of the additional quantity. Partial deliveries are per-missible.

II. Pricing

1. Prices are quoted in euros, ex works, excluding VAT, any packaging and value protection. 2. Cartage, transport insurance fees, freight, customs duties and the like shall be at the expense of the customer.

3. For small orders with a value of less than Euro 200,- we charge a handling fee of Euro 20,-.

4. If order-related costs change significantly after conclusion of the contract, the contracting parties shall agree on an adjustment. Our prices corre-spond to the material, wage or other price level valid on the day of the offer or the order confirma-tion. Should these change before or during the exe-cution of the order, we shall be entitled to adjust our prices accordingly upon delivery.

5. Packaging will be charged at cost price and will not be taken back.

6. We reserve the right to recalculate and possibly ad-just prices for prototypes.

III. Paxment

1. Our invoices are payable net within 10 days of the invoice date. Tool cost invoices are excluded from this. These are to be paid net immediately after de-livery of the outturn sample.

2. If the buyer does not pay on time, we may withhold our services and interrupt the production of ordered goods.

3. The transfer of contractual rights to third parties without our consent is excluded.

4. Unless otherwise agreed, the statutory default pro-visions shall apply. The customer shall be in de-fault no later than 30 days after receipt of the in-voice. The statutory default interest shall be eight points above the respective base interest rate.

5. The customer may neither offset counterclaims not recognized by us or not legally established nor as-sert a right of retention due to these claims.

6. We only deliver to customers unknown to us against advance payment.

IV. Retention of title

1. The goods shall remain the unrestricted property of the supplier until full payment of the total claim arising from the business relationship (reserved goods). Acceptances, bills of exchange and checks shall only be considered as payment after they have been honored.

2. The recipient is entitled to dispose of the goods subject to retention of title in the ordinary course of business. Seizure of the reserved goods must be re-ported to us immediately, enclosing the seizure protocol (copy). If the customer sells goods subject to retention of title on credit, the resulting purchase price claims shall be deemed assigned to us. The customer is authorized to collect the claim until this is not permitted by us due to a delay in pay-ment or a deterioration in assets. In this case, the buyer hereby authorizes us to notify the customer of the assignment on his behalf. For this purpose, the buyer shall then hand over to us the list of cus-tomers and claims. In the event of default of pay-ment or financial collapse, we shall be entitled to demand immediate handover of the reserved goods. Time-limited claims shall then become due imme-diately. Bills of exchange handed in shall then be honored step by step against cash payment, irre-spective of their due date. The fulfillment of cur-rent purchase contracts can be made dependent in whole or in part on advance payments or securities.

3. If we were unaware at the time of conclusion of the contract that the financial circumstances of the cus-tomer jeopardize the claim for consideration, this shall entitle us to demand immediate provision of security and advance payment, as well as to with-draw from the contract in whole or in part. The same rights shall remain in force if, after conclu-sion of the contract, a significant deterioration in the financial circumstances of the customer has oc-curred which jeopardizes the claim to counter-per-formance. If we make use of the right to withdraw from the contract due to non-fulfillment of the obli-gations agreed at the time of conclusion by the pur-chaser, the purchaser must reimburse all expenses incurred as a result of the contract. </>

V. Tools

1. A tool cost share shall be charged for tools to be manufactured on behalf of the customer. In view of the constructive performance, the tools are basi-cally our property and remain in our possession.

2. Any overhauls and maintenance of the tools shall be charged to our customer on a pro rata basis. In the case of tools belonging exclusively to a single customer, all overhaul and maintenance costs in-curred shall be invoiced in full on the basis of time and material costs.

3. In the event of high utilization of the customer’s own tools, only a limited overhaul is possible, i.e. in the event of a possible new production, the total tool costs shall be paid by the customer.

4. Amortization of tool cost shares is generally not provided for and may require a special agreement. Our obligation to store the tools expires if the cus-tomer does not place a follow-up order within 2 years of the last delivery. We are not obliged to ac-cept follow-up orders.

VI. Delivery

1. The delivery date confirmed by us is subject to the agreement of both parties on the terms of the trans-action. It shall be automatically postponed by the time between receipt of the order and dispatch of the order confirmation, unless we are responsible for the delay in processing.

2. The delivery time shall be deemed to have been agreed only approximately. It shall be deemed to have been met if the goods have left the factory at the agreed time or, in the case of shipment options, the customer has been notified that the goods are ready for shipment.

3. Delivery shall be extended appropriately in the event of unforeseeable extraordinary events which the supplier could not avert despite reasonable care in the circumstances of the individual case, even if they occur at the upstream supplier.

4. These include in particular official interventions, operational disruptions, labor disputes, delays in the delivery of essential raw and auxiliary materials as well as rejects of a workpiece essential for the delivery. If delivery or performance becomes impossible due to the aforementioned events, the supplier shall be released from the delivery obliga-tion without the purchaser being able to claim dam-ages. If the aforementioned impediments occur at the Purchaser’s premises, the same legal conse-quences shall apply to the Purchaser’s obligation to accept delivery. The contracting parties are obliged to inform the other party immediately of the begin-ning and end of obstacles of the aforementioned kind.

5. In the event of a delay in delivery, the customer shall grant the supplier a reasonable grace period of at least 2 weeks.

6. Insurance against transport damage shall only be taken out at the request of the customer.

VII. Liability for defects and warranty

1. Our goods are free of material defects if they have the agreed quality at the time of transfer of risk. This shall also apply in the event of minor defects or minor deviations in quantity.

2. The customer shall be obliged to inspect our prod-ucts thoroughly for defects upon receipt and to no-tify us immediately of any defects.

3. Incorrect assembly instructions / usage instructions shall not give rise to any claims for material defects with regard to our goods. No guarantee is given for the correctness of advertising statements made by suppliers / pre-material suppliers.

4. Justified claims for material defects are based on subsequent performance. Subsequent fulfillment shall be effected at our discretion by eliminating the defect or delivering defect-free goods. Subse-quent delivery shall be limited to services at the purchaser’s place of business.

5. If the later fulfillment fails twice, the customer can withdraw from the contract or reduce the purchase price.

6. Claims for damages are excluded. This shall not apply in the event of intent, gross negligence on the part of the owner or executive employees, or in the event of culpable breach of material contractual ob-ligations. In the event of culpable breach of mate-rial contractual obligations, we shall only be liable for reasonably foreseeable damage typical of the contract, except in cases of intent or gross negli-gence.

7. Claims for defects and rights of recourse shall lapse one year after delivery of the goods.

8. Mandatory product liability law, including liability for damages resulting from injury to life, limb or health, remains unaffected.

VIII. Place of fulfillment and jurisdiction

1. The place of fulfilment for all obligations arising from the contractual relationship shall be the regis-tered office of the Supplier’s head office.

2. The place of jurisdiction for all disputes arising from or in connection with the contractual relation-ship shall be Krefeld. However, we may also bring an action at the customer’s registered office. Our terms and conditions, on which all agreements and offers are based, shall be deemed to have been ac-cepted by placing the order or accepting the deliv-ery. They may be amended by us at any time. Any other terms and conditions are invalid, even if we do not expressly object to them; they shall only ap-ply if they are recognized by us in writing in indi-vidual cases.

3. The invalidity of individual terms and conditions shall not affect the validity of the remaining terms and conditions.

4. Telephone or verbal agreements require written confirmation in order to be legally effective.

5. The contractual relationship shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).