1. General
The terms and conditions set out below shall apply to all orders placed with us and to all business transactions with our clients. We shall not be obligated to observe any purchasing conditions of clients and these shall not be assumed to form part of any contractual agreements, even where we have not expressly stated our intention to disregard them.

Silence on our part concerning conditions of clients that deviate from these terms and conditions shall be taken to express our explicit rejection of these.

Any agreements made orally or by telephone shall be binding only if these are confirmed by us in writing.

2. Offers
All our offers are subject to confirmation. Orders and other arrangements shall be considered as accepted only if they have been confirmed by us in writing.

3. Order confirmation, contract completion
We shall only be considered to have entered into a binding contract, once we have issued our written order acceptance. Scope of services and prices shall be determined by the terms of our written order acceptance.

4. Prices
We reserve the right to increase our prices accordingly if there are cost increases following our entering into a contractual agreement, specifically with regard to wage, energy, raw material and transport costs.

If a client accepts a quantity of articles that is smaller than that ordered (e.g. in the context of a repeat order agreement or delivery schedule), we reserve the right to increase the price accordingly.

VAT will be separately invoiced at the current rate.

5. Quantities supplied
For technical reasons, quantities supplied may deviate by up to 10% from those ordered (including quantities to be supplied in the context of a repeat order agreement or delivery schedule).

We reserve the right to deliver part consignments.

We use calibrated counting scales to determine the size of a consignment and the resultant data form the basis for the quantities specified in our shipping documents. A weighing record is supplied for verification purposes.

6. Terms of delivery
The period allowed for delivery shall commence with contract completion and clarification of all technical details. Should it become necessary to subsequently modify a contract, it may be necessary to negotiate a new delivery period or deadline.

A default with regard to delivery shall not be deemed to exist, nor shall clients have the right to set an extension or withdraw from a contract where the situation is attributable to force majeure or other unforeseen circumstances, such as insurrection, strike, lock-out at our plant or in the case of our suppliers.

In such cases, the period allowed for delivery shall recommence or be extended appropriately from the point of time at which the disruptive event terminates.

Clients shall have no right to claim for compensation as a result of non-compliance with delivery periods or deadlines.

Should there be a delay in delivery, clients shall only have the right to withdraw from the contract after they have granted us an appropriate period of grace (and have stated that they will withdraw from the contract if the consignment is not supplied by the new deadline) and we fail to supply the consignment(s) by the new date stipulated.

7. Transfer of risk
Clients shall bear all risk of shipment or delivery if this is undertaken using their own or an external means of carriage.

A client shall bear the risk of accidental damage to any consignment for which the client is in default of acceptance.

8. Transport, packing
Unless a client specifies special transport requirements, we shall ship or deliver consignments using the means we consider to be most cost-effective.

A consignment ready for shipment must be accepted for delivery by the client within 8 days of being made available. If the client does not observe this deadline, we reserve the right to invoice for the consignment, to store the consignment at the cost and risk of the client and to invoice the client at a rate commensurate with the standard storage charges of shipping agents.

Consignments will be appropriately packed, but we can accept no liability in regard of this.

9. Payments
Payments are to be made within 14 days, less 2% discount, or within 30 days net, irrespective of whether the client has a justified complaint, the right of off-set or retention.

Invoices for tool costs and the production of prototypes must be paid net immediately after inspection and approval of the model pattern supplied by us, or within 2 weeks of supply of the pattern at the latest, assuming that the required inspection is delayed for purposes beyond our control.

Drafts, cheques and bills of exchange will only be accepted pending full payment of a debt. Bill discounting costs and other charges shall be borne by the client and are payable immediately.

Clients shall only have a right of set-off or retention if their claims are undisputed or they hold an appropriate legally valid title.

If a client falls to meet payment obligations or any obligations arising from our retention of title, if payment instruments of the client are dishonoured or if the client discontinues payments, the whole payment sum shall immediately fall due in cash. If the outstanding debt is not paid, the client shall cease to have the right to use the goods supplied and we shall have the right to demand the return of the goods (except in circumstances in which the client has a right of retention). The costs arising in connection with repossession shall be borne by the client.

If a client is in default of payment, we reserve the right to charge interest on the outstanding sum at the standard bank rate, however, at a rate at least 2% above the applicable discount rate of the Deutsche Bundesbank.

We shall not be obligated to continue to supply consignments to clients who are in default of payment. In such cases, we reserve the right to demand immediate payment in cash or provision of securities before shipping any outstanding consignments.

If we withdraw from a contract because a client is in default of payment or for other reasons that are attributable to actions on the part of the client, we shall have the right to demand 20% [of the contract value] as compensation and to cover lost profit. This percentage may be increased if we are able to demonstrate higher losses.

10. Retention of title
Extended retention of title, as defined in German Law, shall apply.
We shall retain title to all consignments supplied until the agreed purchase price has been paid (or, if payment is made by cheque or bill of exchange, until these have been honoured). Until such time, the client shall not have the right to use consignments supplied by us as collateral or securities. If consignments supplied by us are used as collateral, the client must inform us of this without delay in writing.

If consignments are processed using articles belonging to a third party, any claims of the client arising from this against the third party shall be assigned to us to the same extent, as we hold claims arising from consignments or services supplied to the client.

If a client sells consignments supplied by us, all claims of the client against the client’s customer with all additional claims shall be assigned to us from the point of time of such sale until the client has met all obligations owing to us. At our request, the client shall be obligated to inform the client’s customer that all claims arising from the sale have been assigned to us and shall also be obligated to provide us with all information and documents necessary to enforce our claims against the client’s customer.

11. Warranty
The client or recipient must inspect consignments immediately on receipt.

Complaints must be submitted to us in writing within four weeks of the receipt of the consignment in question.

In the case of a justified complaint, we shall either rework the defective products, supply replacements or offer a price reduction at our discretion. All other claims to compensation by the client will be excluded, unless a separate written agreement concerning the assignment of costs has been made.

Our warranty does not extend to cover reduced value attributable to natural wear and tear, excessive overuse and incorrect handling or processing.

Claims relating to material defects shall lapse 12 months after commencement of the legal limitation period.

12. Cancellation
If a client cancels an order after placing it with us, the client shall be responsible for all costs arising in connection with the performance of the contract, including general expenses and a proportion of the profit.

13. Orders placed by clients outside Germany
Please note that, in addition to these terms and conditions, the laws of the Federal Republic of Germany shall apply to all orders placed by clients outside Germany.
Payments are to be made in Euros.

If legislation in the country of the client makes it difficult to transfer the purchase price to us, we reserve the right to refuse delivery without becoming subject to any claim for compensation or the right to modify our payment terms and delivery periods accordingly.

14. Validity of these terms and conditions
Should any modifications to these terms and conditions be necessary as a result of contractual agreements or should any of the provisions of these terms and conditions prove to be invalid, this shall have no effect on the validity of the other provisions. Any invalid, void or contestable provision shall be reinterpreted or replaced in such a way that the originally intended commercial purpose is achieved in a legally valid manner.

15. Place of performance and litigation
Place of performance for both contractual parties for all current and future obligations arising from the business relationship shall be Schwabach.

Sole place of litigation for all disputes and cheque-, bill- and documentation-related procedures shall be, at our discretion, either Schwabach local court or Nürnberg-Fürth district court, irrespective of the amount in dispute.