1. Acceptance of Delivery Conditions

Contracts for deliveries and services are concluded exclusively on the basis of the following conditions. They are deemed accepted upon placing an order or acceptance of the delivery. Deviating conditions of the purchaser, which we do not expressly acknowledge in writing, are in any case non-binding for us, even if we do not expressly object to them. All agreements require our written confirmation to be legally effective.

2. Offer and Order

Offers of the Company are subject to change and non-binding until a written order confirmation is issued by the Company. An order is considered accepted only when it has been confirmed in writing by the Company. Additions, amendments, or verbal side agreements also require written confirmation by the Company to be valid.

3. Prices and Shipping

Unless otherwise agreed, prices are ex works (DDP Incoterms 2010). Price increases due to official charges or general cost increases are reserved. Shipping is at the expense and risk of the purchaser. Even in the case of prepaid delivery, the purchaser bears the shipping risk. If a faster shipping method is requested, the purchaser bears the additional costs, even if the delivery time is exceeded. Insurance is only taken out at the purchaser’s request and at their expense.

4. Payments

Unless otherwise agreed, payment must be made within 14 days without deduction. Bills of exchange are only accepted if agreed upon in the order confirmation. A bill of exchange that is not immediately discountable cannot be accepted as a means of payment. Bills of exchange and acceptances are only considered fulfilled when redeemed. All related additional costs are borne by the purchaser. If the buyer defaults on a payment at the agreed time, all outstanding payment obligations to the Company become immediately due without further proof of default. In the event of default, customary bank interest will be charged.

5. Retention of Title

The delivered goods remain the property of the Company until full payment of all claims arising from the business relationship with the purchaser. The inclusion of individual claims in a current account and the balance acknowledgment does not affect the retention of title. Payment is deemed made only when the equivalent value has been received by the Company. The purchaser is entitled to resell the reserved goods in the ordinary course of business; however, pledging or assignment as security is not permitted. The purchaser must secure our rights when reselling on credit. Claims arising from resale are hereby assigned to us, and we accept this assignment.

6. Delivery and Delivery Periods

Delivery dates stated in offers or confirmations are approximate unless expressly confirmed in writing as binding. In cases of force majeure or official orders, the Company is entitled to withdraw from the contract in whole or in part without liability for damages. Failure to meet a confirmed delivery date entitles the purchaser to withdraw only after granting a grace period of at least 4 weeks in writing. Claims for damages due to non-performance are excluded. If no delivery period is agreed, the Company may, after 3 months from order confirmation, demand acceptance within 14 days or withdraw and claim damages. Partial deliveries are permitted.

7. Withdrawal

The Company is entitled to withdraw from the contract without notice or change payment terms if:
· the purchaser is in default with payments from previous deliveries, especially if bills of exchange are protested or checks are not covered;
· the purchaser’s business is transferred to another party after contract conclusion, which must be reported immediately;
· adverse circumstances regarding the purchaser’s creditworthiness become known after contract conclusion.

8. Minimum Quantity Surcharge

If the purchaser does not take the full ordered quantity, the Company is entitled to charge a minimum quantity surcharge.

9. Complaints

Complaints are only valid if the goods are inspected immediately upon receipt and defects are reported in writing within 7 days. Samples of the defective goods must be submitted free of charge. If the complaint is acknowledged, the Company will take back the goods but is not obliged to provide compensation or replacement.

10. Warranty and Liability

The Company provides warranty only for proven processing defects that render the goods unusable. The warranty is limited to providing prompt replacement free of charge. No guarantee is given for the suitability of suggested raw material qualities. The purchaser is responsible for testing the goods for intended use. Claims for delay damages or shipping costs are excluded. Returns require written approval; otherwise, costs are borne by the purchaser. Liability for improper handling after delivery is excluded.

11. Inserts, Raw Materials, and Accessories

Inserts, raw materials, or accessories must be delivered free of charge to the Company. They are handled with care, but no guarantee is given for complete return. Scrap during processing must be replaced by the purchaser free of charge. Delayed or insufficient delivery obliges the purchaser to bear additional costs. The Company may interrupt production and resume later.

12. Patent and Copyright

If the Company manufactures goods based on drawings or samples provided by the purchaser, the purchaser guarantees no third-party rights are violated. If production is prohibited due to such rights, the Company may stop production and claim costs without liability. The purchaser must indemnify the Company from third-party claims. Designs and drawings created by the Company remain its property and may not be disclosed.

13. Samples and Drawings

Submitted samples or drawings are returned only upon request. If no order is placed, they may be destroyed after 3 months.

14. Storage

Tools produced for customers may be destroyed 3 years after last use without notice. Extensions must be agreed in writing. Retention samples are stored for one year for quality purposes.

16. Cancellation Costs

If an order is canceled by the customer, a cancellation fee of €150 plus incurred labor and material costs will be charged.

17. Place of Performance and Jurisdiction

The place of performance is Lohmar (NRW), jurisdiction is Siegburg.

18. Side Agreements, Partial Invalidity

Other agreements are only valid if confirmed in writing by the Company. These conditions remain binding even if known from previous dealings. If any provision is invalid, the validity of the others remains unaffected.

Status: 01.01.2013