1. general

1.1 The Terms and Conditions are an integral part of all contracts concluded between us and the Customer. They shall also apply even if we do not expressly refer to them in subsequent contracts. General terms and conditions of the customer shall not apply; we hereby expressly object to them. 1.2 Additions and amendments to contracts and these General Terms and Conditions must be made in writing to be effective. This also applies to changes to the written form requirement.

 

2. delivery and packaging

2.1 Unless otherwise agreed, delivery shall be EXW INCOTERMS as amended from time to time. 2.2 Unless otherwise agreed, we shall be responsible for the packaging of the delivery items. Packaging costs shall be charged to the customer. 2.3 The delivery period shall commence upon conclusion of the contract, but not before the provision of any documents, approvals, releases and other items to be procured by the customer and not before receipt of an agreed down payment. 2.3 The delivery period shall be extended in the event of force majeure, i.e. unforeseeable events beyond our control, such as labor disputes, in particular strikes and lockouts, as well as operational disruptions, delays in the delivery of essential materials, insofar as such obstacles affect the delivery of the delivery item. This shall also apply if these circumstances occur at subcontractors. The delivery period shall be extended in accordance with the duration of such measures and hindrances. We shall not be responsible for the aforementioned circumstances even if they occur during an already existing delay. The customer shall be informed of such obstacles immediately. 2.4 If we culpably exceed the delivery deadlines, we shall only be in default if the customer requests us to deliver again, setting a reasonable deadline. Claims for compensation for damage caused by delay are excluded in the case of simple negligence. If the customer wishes to withdraw from the contract and assert a claim for damages instead of performance, the restrictions of Section 7, No. 7.1b shall apply.

 

3. scope of delivery

3.1 The scope of delivery shall be determined by the respective contract. 3.2 We reserve the right to make changes to the delivery item that are attributable to improvements in technology or to legal requirements, provided that the delivery item is not significantly changed and the changes are reasonable for the customer.

 

4 Terms of payment and offsetting

4.1 Unless otherwise agreed, invoices are due for payment without deduction within 14 days of invoicing. 4.2 The customer shall only be entitled to set-off if his counterclaims have been legally established or are undisputed. The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

 

5. pricing

If there are more than 8 weeks between the conclusion of the contract and the agreed delivery date, we are entitled to make corresponding price adjustments in the event of increases in material prices, labor costs or energy prices.

 

6. property rights and tools

6.1 Cost estimates, drafts, drawings and other documents shall remain our property. These documents may only be made accessible to third parties with our prior written consent. 6.2 If items are manufactured according to drawings, models, samples or other documents of the customer, the customer shall guarantee that the industrial property rights of third parties are not infringed.

 

7 Warranty/liability

7.1 We shall be liable for defects in delivered goods as follows: a) For 12 months from the transfer of risk, the customer shall initially be entitled to subsequent performance (rectification or replacement delivery) at our discretion. If the subsequent performance is unsuccessful at least twice or is disproportionate, the customer may withdraw from the contract or reduce the purchase price. b) Our liability, that of a legal representative or a vicarious agent is limited to cases of intent or gross negligence. In the event of a breach of material contractual obligations, we shall be liable in accordance with the statutory provisions. However, the claim for damages shall be limited to the foreseeable damage typical for the contract. These provisions also extend to claims for damages in addition to performance and damages in lieu of performance, irrespective of the legal grounds, in particular due to defects, breach of duties arising from the contractual obligation or tort. It also applies to claims for compensation for futile expenditure. c) Excluded from the warranty are in particular defects due to natural wear and tear and faulty assembly as well as insignificant deviations from the agreed quality. 7.2 If we deliver on the basis of a sample, we only guarantee the qualitative and dimensional characteristics of the sample approved by the customer. 7.3 Claims for damages in tort are excluded unless the damage was caused intentionally or by gross negligence. This also applies to actions of our vicarious agents and assistants. In the event of injury to life, limb or health and in the event of product liability, we shall be liable in accordance with the statutory provisions.

 

8. recourse

Recourse claims of the purchaser shall only exist insofar as the purchaser has not made any agreements with his customer that go beyond the statutory mandatory claims for defects.

 

9. reservation of title

9.1 We reserve title to the delivery items until payment has been made. 9.2 In the event of breach of contract by the customer, in particular default in payment, we shall be entitled to demand the return of the delivery items and/or withdraw from the contract. 9.3 The customer shall be entitled to resell the delivery items in the ordinary course of business; he hereby assigns to us all claims in the amount of the purchase price agreed between us and the customer (including value added tax) which accrue to the customer from the resale, irrespective of whether the delivery items are resold without or after processing. We accept the assignment. The customer is authorized to collect these claims after their assignment. Our authorization to collect the claims ourselves remains unaffected. If this is the case, however, we can demand that the customer discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. 9.4 If the delivery items are processed or inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other processed items at the time of processing or to the other mixed items. The customer shall hold the co-ownership for us. 9.5 The customer may neither pledge the delivery items nor assign them as security. In the event of seizure, confiscation or other dispositions by third parties or the opening of insolvency or composition proceedings against the customer’s assets, the customer must notify us immediately and provide us with all information and documents necessary to safeguard our rights. Enforcement officers or third parties must be informed of our ownership. 9.6 We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%, insofar as these have not yet been settled.

 

10 Place of jurisdiction and applicable law

10.1 The place of jurisdiction is Stuttgart. We are further entitled to sue the customer at the court of his registered office. 10.2 The law of the Federal Republic of Germany shall apply exclusively, excluding the conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods.

 

11. other

Transfers of rights and obligations of the customer arising from the contract concluded with us require our written consent to be effective.