General Terms and Conditions
General Terms and Condition of Sale and Delivery
1. Our offers are non-binding. Verbal agreements or understandings with our representatives are only
binding for us if we have confirmed them in writing.
The prices mentioned in the quotation or acknowledgement of order are prices exclusive of Value
Added Tax and apply in respect of requirements as known to us when the quotation is made or at the
time of acknowledgement regarding properties of material, measurement tolerances and machining
conditions as well as in respect of the specified quantities. Subsequent requests for modification
require our specific confirmation and entitle us to alter the price accordingly.
Material contained in our publications such as details of measurements and weights, illustrations and
specifications are only indicative and only become binding on us when specifically confirmed. We
reserve proprietary rights to illustrations, drawings including engineering drawings, sketches and
other documents as well as tools, moulds and apparatus and they remain our property – they may
not be made accessible to third parties without our specific agreement.
The buyer assumes full responsibility for legitimate use of drawings and models made available to us
by the buyer or produced at his suggestion or in accordance with his requirements, including the
observance of the patent and proprietary rights of third parties.
2. In order to be legally valid any orders we accept must be confirmed in writing. They shall be exe-cuted solely subject to these general terms and conditions of sale and delivery. Any supplements,
modifications and verbal agreements must also be confirmed by us in writing to be legally valid. Any
differing general terms and conditions of the buyer shall not be accepted even if the order was
placed on the basis of said terms by the buyer and we have not expressly contradicted them.
3. Details concerning delivery dates are only approximate and non-binding.
a. Delivery shall always be subject to the proviso that we receive our supplies correctly in due time.
No procurement risk is assumed.
b. In the event of default of delivery, the buyer shall be entitled to withdraw from the part of the
agreement which has not been fulfilled after a reasonable period of grace has elapsed without
result. Any further claims of the buyer, especially those to damages, are excluded in the event of
slight negligence. Furthermore, our liability shall be governed by figure 6 of these terms.
c. In the event of force majeure or any other temporary events for which we are not responsible,
which directly or indirectly affect the manufacture or delivery of the goods, we shall be exempted
from the contractual obligations during the duration of the hindrance or we can withdraw from the
agreement for the non-fulfilled part.
4. As far as possible, the quantity ordered by the buyer shall be delivered. Industrial standard devia-tions from the quantity are permissible. Each difference in quantity resulting from the delivery slip or
invoice must be notified to us in writing without delay after the receipt of the goods.
Partial deliveries are permissible in so far as they are reasonable for the buyer.
5. If we have not been informed of and accepted any special demands, the incoming goods inspec-tion for the products supplied must be carried out at the buyer in accordance with the manufacturer’s
instructions for the products delivered or comparable products.
a. Obvious defects must be notified in writing immediately after the receipt of the goods, other de-fects without delay after their discovery. In the event of unjustified notifications, which cause
extensive re-examination, the buyer may be charged for the costs.
b. In the event of a justified and due notification of a material defect, we can at our choice remedy the
defect or supply goods free from defect as cure. In both cases, the goods must be returned to us.
c. If the cure has failed, the buyer can withdraw from the agreement or reduce the purchase price.
Damages shall only be granted in accordance with figure 6 of these terms.
6. We shall be liable without any restrictions in accordance with the German Product Liability Act as well
as due to intentional or grossly negligent breaches of duty. We shall also be fully liable in the event
of culpable injury to life, body or health.
In case of slight negligence, we shall be liable for property damages and pecuniary losses only in case
of a breach of contractual duties which must be fulfilled if the contract is to be implemented in a due
and proper manner at all, and the fulfilment of which can thus particularly be relied upon by the buyer
("fundamental contractual duties”), however, our liability is limited to the typical damages foresee-able for such a contract.
In any other case, our liability shall be excluded.
7. Payment of the purchase price is to be made in accordance with the terms agreed as shown in our
acknowledgement of order.
a. In the event of default, interest is due at a rate of 8 % p.a. above the respective base rate. The
aforementioned is subject always to the exercise of any more extensive rights, particularly in
regard to compensation for delay.
b. If it becomes known after concluding the sales agreement that the buyer has serious financial difficul-ties, which jeopardise the completion of the agreement, immediate payment in advance or a security
deposit may be required prior to the delivery the goods irrespective of the time allowed for payment.
c. Payments shall not be made to our representatives but must be made solely to us and are to be
made without any deductions. Any bank fees incurred shall be borne by the buyer.
8 All goods delivered shall remain our property until the sales price has been paid in full; in case of pay-ments through a bill of exchange or cheque until the money has been credited to us. The buyer is
entitled to process, combine or resell our products within the scope of lawful conduct of business.
a. To secure our rights we acquire a pro-rata co-ownership to the products resulting from the pro-cessing or unison according to the ratio of the value that our product and the product produced
through processing or unison have at the time of the processing or unison.
b. The buyer already assigns to us now any accounts receivable from the resale of the reserved
goods. As long as he meets his payment obligations to us, the buyer can collect the accounts re-ceivable until revoked. If the realisable value for the securities given to us exceeds more than 10 %
of our accounts receivables, we shall release securities of our choice at the request of the buyer.
c. We are entitled to demand the return of the goods delivered under retention of title as a pre-caution if we become aware that the buyer is in serious financial difficulty. Exercising the re-tention of title does not simultaneously constitute a withdrawal from the agreement.
d. The buyer undertakes to inform us without delay about all actions of third parties which could
have effects on the goods delivered under retention of title.
9. German law shall apply to all legal relationships between us and the buyer under exclusion of the
United Nations Convention on Contracts for the International Sale of Goods.
If the buyer is a businessman, Esslingen shall be the exclusive place of jurisdiction for all disputes
resulting from the contractual relationship. We are also entitled to file suit with the competent court
at the general place of jurisdiction of the buyer