1.1. Our General Terms and Conditions (GTC) are exclusively binding. Conflicting conditions or customer conditions which deviating from our GTC will not be recognized by us, unless we have approved the validity of said in writing.
1.2. Our GTC also apply to all future business dealings with the customer, and renewed reference to our GTC is not necessary in this respect.
2.1. We are bound by our tenders two weeks from the date of issue of said tenders.
2.2. The customer is bound by tenders awarded to us for two weeks. Tenders require our written confirmation to render them legally binding.
2.3. We reserve rights of proprietorship, copyright and other rights to documentation associated with our tenders. Third parties may only be given access to documentation after receiving our express permission.
Prices – Conditions of payment
3.1. Our prices are valid in EURO (€) ex works from our facility in Murrhardt. Costs for packaging and transportation, along with customs and other charges for foreign (non-domestic) deliveries, are borne by the customer.
3.2. We are entitled to demand interim (part) payments at an appropriate rate for service and works contracts.
3.3. In the event of the customer awarding us a contract for the construction of molds, 1/3 of payment is due on awarding the contract, 1/3 of payment on delivery of the initial sample and 1/3 of payment on approval of the initial sample, payment being due at the latest three weeks after delivery of the initial sample.
3.4. Our prices valid on the delivery date apply to orders for goods to be delivered on demand and orders which perceive delivery of our products for a period longer than four months.
3.5. We are entitled to adapt payment at an appropriate level to higher costs should the customer award us a contract for the production of molds and, after commencement of mold production, it becomes apparent that our costs are higher than those assumed at the conclusion of contract, without this being in any way apparent to us at the conclusion of contract.
3.6. Turnover tax at the legal rate is due (additional) on our prices. We are entitled to adapt our prices accordingly in the event of the turnover tax rate being altered.
3.7. Payment of our invoices is due on receipt by the receiver (customer).
3.8. The customer is only entitled to make set-off counter claims if these are indisputable and legal.
3.9. We are entitled to demand payment or the presentation of collateral (of the customer’s choice) to the level of payment due from the customer in installments directly related to our performance of our contractual obligations should we become aware of circumstances which cause us to doubt the creditworthiness of the customer (failure to honor checks or exchange, individual enforcement of judgement, filing of insolvency). We are entitled to withdraw from the contract if the customer is incapable of providing suitable collateral within 14 days of such a demand being made. Moreover, we are only obliged to honor our contractual obligations in stages in return for payment or the presentation of collateral to the value of the performance of our contractual obligations.
4.1. Shipment is always realized on account and at the customer’s risk. Risk is transferred to the customer from the point of indication of readiness to deliver should shipment be delayed for reasons for which the customer is responsible.
4.2. We are entitled to fulfil our contractual obligations in stages and to invoice these accordingly, insofar as this is reasonable for the customer.
4.3. We reserve all rights associated with material and commercial deviations of our goods with regard to quality, dimensions, unrefined and color tones. We reserve all rights to multiple or short shipments up to 10% and up to 15% for special production orders.
4.4. Initial samples which we supply the customer with for testing and which are approved by the customer are decisive with regard to the quality and finish of injected or pressed goods
4.5. The customer, in the event of providing us with reinforced parts (e.g. metal parts for injection), is obliged to deliver these free of charge to our works in Schwäbisch Hall. The customer is obliged to deliver an adequate quantity of the reinforced parts, along with a appropriate surplus of at least 5% to cover any rejects which occur. The delivery must be punctual and should be in a condition free of deficiencies, thus enabling uninterrupted processing. The customer is obliged to cover any extra costs we incur as a result of delayed delivery of reinforced parts.
5.1. An express agreement is required if the customer demands one of our services by a specific deadline. We are not obliged to inspect material put at our disposal to ascertain whether the customer must honor a deadline or other obligations in relation to third parties.
5.2. Delivery deadlines agreed upon commence on receipt of an agreed downpayment, along with all documents and information to be provided by the customer which are required to realize the contract. If the customer is obliged to deliver reinforced parts, then the agreed delivery deadline only begins after receipt of said.
5.3. Agreed delivery deadlines are extended as a result of force majeure, labor agitation and operational interruptions for which we are not responsible. This also applies during a delivery delay. Agreed delivery deadlines are subject to the proviso that we also receive deliveries on time from our suppliers. They will be suitably extended if this is not the case.
5.4. The delivery deadline is extended by an appropriate period of time if a customer commissions us to manufacture molds and it becomes evident after production begin that the manufacture of the molds will take more time as a result of difficulties than assumed at the conclusion of the contract (and that this was in no way apparent to us at the conclusion of contract).
5.5. Amendments to the order which are agreed upon by the customer and us after the conclusion of contract and which influence the delivery deadline will result in an appropriate extension of the delivery deadline.
Reservation of proprietorship
6.1. We reserve rights of proprietorship to goods delivered by us until all demands made of the customer arising from the business relationship have been met in full.
6.2. The customer must inform us immediately in writing of any seizure or other interference by third parties. Bailiffs/Sheriffs or third parties must be informed about our property. The customer bears any loss we incur if the third party is not in a position to compensate us for legal and other costs of the realization of a rescinding of the impounding and the recovery of the purchased goods.
6.3. The customer transfers all claims to the value of the final invoice amount (including turnover tax) which he/she accrues through further disposal in relation to his/her purchaser or a third party to us with immediate effect if the customer is empowered by us in an individual case to dispose of the goods purchased from us in the context of a regular business transaction. The customer retains the right to collect such claims after the transfer. However, we promise not to realize these claims as long as the customer honors his/her payment obligations arising from the agreed revenues, is in particular not in arrears of payment or where no application for the commencement of insolvency proceedings or a cessation of payments exists. If, however, this is the case, we are entitled to demand that the customer reveal to us the transferred claims and their debtors, provide us with all details required for their collection, present us with the associated documents and advise the debtor (third party) of the transfer.
6.4. Processing or transformation of the sold object by the customer is always realized for us. We gain joint proprietorship of the new object should the sold object be processed with other objects which are not our property, based on the ratio of the value of the
sold object in relation to the other processed objects at the time of processing.
6.5. We gain joint proprietorship of the new object should the sold object be mixed in an inseparable manner with other objects which are not our property, based on the ratio of the value of the sold object in relation to the other mixed objects. The customer will hold the joint proprietorship in safe custody for us.
6.6. We promise to release the collateral to which we are entitled at the demand of the customer if the realizable value of our collateral rises to more than 50% of the claims to be secured. The choice of collateral released remains at our discretion.
7. We are entitled to award contracts in full or part to third parties. This does not affect our obligations to the customer. Contractual work in accordance with drawing or model
8.1. Injection or other molds manufactured by us or by a third party contracted by us remain our property, as these products are the fruits of our design efforts. Proportionate costs for the production of the molds are borne by the customer.
8.2. We will only use these molds for contracts awarded by our customer. Express agreement between the customer and us is required for utilization of these molds deviating from the above.
8.3. We will retain the molds for reproduction for a period of two years, calculated from the date of delivery of the last order.
8.4. We are not obliged to accept subsequent orders. We are also not bound to the prices of previous orders.
9.1. We provide a warranty in accordance with legal requirements, provided no other arrangements are made under the following conditions.
9.2. The customer must inspect the deliveries of goods and other services which we realize immediately to ascertain contractual identity, freedom from deficiencies and integrity, and must inform us immediately if deviations or deficiencies are detected. Our goods or services are considered as approved if the customer fails to indicate this, unless a deficiency is involved which was not detected during inspection. The customer must indicate a deficiency of this nature detected at a later date to us immediately, otherwise our good or service is considered as approved, even in view of this deficiency. The customer is also not entitled to recourse under §§ 437 ff., 478 BGB if our good (product) is considered approved.
9.3. We can reject the customer’s chosen means of subsequent contractual fulfillment (subsequent performance) without contravening § 275 Paragraph.2 and 3 BGB (Civil Code) if this entails disproportionate costs. The customer’s right of subsequent performance is restricted in this case to the other method of subsequent performance. Our right to refuse this also if it is only achievable in relation to disproportionate costs remains unaffected.
9.4. Insignificant deficiencies under no circumstances entitle the customer to withdraw from the contract.
9.5. We will inform the customer should we establish that a deficiency relating to the object delivered by us claimed by the customer is the result of an error associated with an object supplied by one of our suppliers and will transfer our warranty and recourse claims against the suppliers to our customer. The customer can only assert warranty and recourse claims against us in this case if it is proven that he/she has previously been unsuccessful in taking such action against our suppliers.
9.6. The customer is under obligation to reimburse the expense of any attempt to remedy a deficiency (particularly costs relating to working hours, material and travel expenses) should we establish that a deficiency claimed by the customer does not exist or the object delivered has been altered in a manner which we have not approved, resulting in the damage caused, or that the damage has been caused by incorrect treatment or wear. We will invoice € 90,00 plus turnover tax at the legally-valid rate for every man-hour. We reserve the right to impose higher costs. The customer reserves the right to prove that no damage or less damage has been caused.
9.7. Warranty claims made by the customer are subject to a period of limitation of one year. This begins with the delivery in relation to the delivery of goods and with the fulfillment of works obligations in relation to works receipt. Customer recourse against us under §§ 437 ff., 478 BGB is subject to a statute of limitation under § 479 BGB.
9.8. We will entertain no warranty claims for the delivery of used goods.
Compensation – Withdrawal
10.1. The customer is entitled to claim compensation under legal provisions for damages resulting from our failure to meet our contractual obligations, or if we do not render the service due or not as agreed.
10.2. The customer is entitled to withdraw from the contract under legal provisions if we do not render the service due or not as agreed. The customer is also entitled to withdraw from the contract if we have already a partial service in which the customer has no interest.
10.3. The customer cannot withdraw from the contract if our failure to meet our contractual obligations is negligible.
10.4. We are, regardless of legal requirements, entitled to withdraw from the contract if
a) the customer behaves in breach of contract and the failure to meet contractual obligations is considerable,
b) the customer has provided false details of his/her creditworthiness or
c) the service to be rendered by us is not available. We promise in this case to inform the customer immediately of non-availability and reimburse the customer’s counter-performance without delay.
Rights of third parties
11.1. The customer will inform us immediately, comprehensively and in writing of any claims made by a third party against the customer which indicate that one of our services infringe on his/her (the third party‘s) rights and thus give us the opportunity to defend ourselves against the claims made.
11.2. The customer must guarantee that drawings, models or samples with which we are provided for the production of parts or molds are not subject to the copyright or proprietary right of third parties. The customer will provide indemnity for the first claim made against us by a third party regarding copyright or proprietary right. We are entitled to stop the production and delivery of the parts or molds in question without considering the legal implications.
12.1. We bear liability for all damages caused through gross negligence or willful misconduct on our part or the part of our senior employees.
12.2. We also bear liability for willful breach of important contractual obligations if such a breach impedes achievement of contractual goals.
12.3. We also bear liability for all damages relating to life-threatening injuries, physical injuries or injury to health resulting from our willful breach of contractual obligations or that of our legal representatives or a person employed in the performance of contractual obligations for whom we are vicariously liable.
12.4. Any other claims made against us, particularly with regard to delay, breach of contract or claims beyond the scope of the contract, including those made concerning unattained profit, savings potential which has not been exploited, unexploited amenity and utilization rights, unsuccessful expenditure, immediate and subsequent damage will not be entertained.
12.5. Any compensation claims made are limited to the level of the perceivable damage at conclusion of contract. Claims arising from the realization of residual risks which we have not foreseen will not be entertained. This limitation does not apply to damage related to life-threatening injuries, physical injuries or injury to health resulting from our willful breach of contractual obligations or
that of our legal representatives or a person employed in the performance of contractual obligations for whom we are vicariously liable.
12.6. Our legal liability relating to injury to health or life and our legal liability in relation to defective products (product liability law) is unaffected by the previous clause.
13.1. We promise to treat all commercial secrets acquired within the framework of the contractual relationship with unrestricted confidentiality. All details concerning the commercial circumstances of the customer are regarded as commercial secrets, insofar as the customer him/herself has not publicly disclosed these.
13.2. We will respect data secrecy in accordance with § 5 Bundesdatenschutzgesetz (Federal Data Protection Act) and only entrust persons bound to respect data secrecy with the realization of contractual obligations.
14. Innovation protection (as per § 3 Patent Act, Art. 54 of the European Patent Agreement and relevant provisions of patent legislation of other countries) will under no circumstances be infringed as a result of the exchange of information between the parties.
15. We are entitled to name the customer as a reference.
Place of performance – Place of jurisdiction
16.1. The place of performance and the place of jurisdiction is Murrhardt.
16.2. Our legal relations are governed solely by the law of the Federal Republic of Germany. The application of the Vienna Convention on the International Sale of Goods (CISG) is excluded.
Miscellaneous – Severability clause
17.1. Verbal marginal agreements are not affected.
17.2. If any provision or provisions of these GTC prove or become ineffective, the validity of the remaining provisions shall not in any way be affected or impaired thereby. Legal provisions will take the place of the ineffective provision. The ineffective provision will be replaced by an effective provision in the absence of legal provisions, and this new effective provision should fulfil the intended commercial purpose of the ineffective provision as closely as possible. Any legal loopholes should be filled in a similar manner if necessary.