General Terms and Conditions of Sale and Delivery

1. Application
(1) Orders shall only become binding upon confirmation by the supplier; amendments and additions require the express written confirmation of the supplier. All offers are subject to change unless they are designated as firm offers.
(2) In the case of an ongoing business relationship, these terms and conditions shall also apply to future transactions to which they are not expressly referred.
(3) Any purchasing conditions of the customer that deviate from these terms and conditions shall only be binding on the supplier if they are expressly recognised by the supplier. This shall apply even if delivery is made without reservation in the knowledge of the deviating conditions.
(4) Should individual provisions be or become invalid, this shall not affect the remaining provisions.

II. Prices
(1) Prices are ex works excluding freight, customs duties and packaging, plus VAT at the statutory rate.
(2) The minimum order value per order is £150.00. For orders below this amount, we charge a minimum quantity surcharge of €15.00. From €1,500.00, delivery is free of freight and packaging charges within Germany. For international orders, delivery is free of freight charges to the German border. Delivery is only made in the specified packaging units; smaller orders are increased to the next standard package.
(3) If the price is agreed to depend on the weight of the parts, the final price shall be based on the weight of the approved samples.

III. Delivery and acceptance obligation
(1) Delivery periods shall commence upon receipt of all documents required for the execution of the order, the down payment and the timely ordering of materials, if agreed, but no earlier than the date of the written order confirmation. Upon notification of readiness for dispatch, the delivery period shall be deemed to have been met if dispatch is impossible through no fault of the supplier.
(2) If the agreed delivery period is not met due to the fault of the supplier, the customer shall be entitled, after expiry of a reasonable grace period to be set by the customer, to claim compensation for delay, the amount of which shall be limited to a maximum of 5% of the value of that part of the delivery which has not been made in accordance with the contract. In addition, the customer shall be entitled to withdraw from the contract if he has given written notice of this intention when setting the grace period. Further claims by the customer shall be excluded, unless the delay is due to intent or gross negligence.
(3) Reasonable partial deliveries and reasonable deviations from the order quantities of up to ±10% are permissible.
(4) In the case of call-off orders without agreement on term, production batch sizes and acceptance dates, the supplier may demand a binding commitment on these points no later than three months after order confirmation. If the customer does not comply with this request within three weeks, the supplier shall be entitled to set a two-week grace period and, after its expiry, to withdraw from the contract or to refuse delivery and claim damages.
(5) Events of force majeure entitle the supplier to postpone delivery for the duration of the hindrance and a reasonable start-up period or to withdraw from the contract in whole or in part due to the unfulfilled part. Force majeure includes strikes, lockouts or unforeseeable circumstances, e.g. operational disruptions, which make it impossible for the supplier to deliver on time despite reasonable efforts. This shall also apply if the aforementioned hindrances occur during a delay or at a subcontractor. The customer may request the supplier to declare within two weeks whether it wishes to withdraw from the contract or deliver within a reasonable grace period. If it does not make a declaration, the customer may withdraw from the unfulfilled part of the contract. The supplier shall notify the customer immediately if a case of force majeure as described in paragraph 1 occurs. He shall keep any adverse effects on the customer to a minimum, if necessary by surrendering the moulds for the duration of the hindrance.

IV. Packaging, shipping, transfer of risk
(1) Unless otherwise agreed, the supplier shall choose the packaging, shipping method and shipping route at its discretion.
(2) Even in the case of carriage paid delivery, the risk shall pass to the customer when the goods leave the supplier’s premises. In the event of delays in dispatch for which the customer is responsible, the risk shall pass to the customer upon notification that the goods are ready for dispatch.
(3) At the written request of the customer, the goods shall be insured at the customer’s expense against storage, breakage, transport and fire damage.
(4) Transport and other packaging in accordance with the packaging regulations shall not be taken back, with the exception of reusable pallets. The customer is obliged to dispose of the packaging at their own expense.

V. Retention of title
(1) Deliveries remain the property of the supplier until all claims to which the supplier is entitled against the customer have been satisfied, even if the purchase price for specifically designated claims has been paid. In the case of current accounts, the retained title to the deliveries (reserved goods) shall serve as security for the supplier’s balance invoices. If, in connection with the payment of the purchase price, a bill of exchange liability on the part of the supplier is established, the retention of title shall not expire before the bill of exchange has been honoured by the purchaser as the drawee.
(2) Any processing or treatment by the customer shall be carried out on behalf of the supplier, excluding the acquisition of ownership in accordance with Section 950 of the German Civil Code (BGB); the supplier shall become co-owner of the resulting item in proportion to the net factor value of its goods to the net factor value of the processed goods, which shall serve as goods subject to retention of title to secure the supplier’s claims in accordance with paragraph 1.
(3) In the event of processing (combination/mixing) with other goods not belonging to the supplier by the customer, the provisions of Sections 947, 948 BGB shall apply, with the result that the supplier’s co-ownership share in the new item shall now be deemed goods subject to retention of title within the meaning of these terms and conditions.
(4) The customer is only permitted to resell the goods subject to retention of title in the ordinary course of business on condition that he also agrees a retention of title with his customers in accordance with paragraphs 1 to 3. The customer is not entitled to dispose of the goods subject to retention of title in any other way, in particular by pledging them or transferring them as security.
(5) In the event of resale, the customer hereby assigns to the supplier all claims and other entitlements against its customers arising from the resale, including all ancillary rights, until all claims of the supplier have been satisfied. At the supplier’s request, the customer is obliged to provide the supplier with all information and documents necessary to assert the supplier’s rights against the customer’s customers.
(6) If the goods subject to retention of title are resold by the customer after processing in accordance with paragraphs 2 and/or 3 together with other goods not belonging to the supplier, the assignment of the purchase price claim in accordance with paragraph 5 shall only apply to the invoice value of the supplier’s goods subject to retention of title.
(7) If the value of the securities existing for the supplier exceeds its total claims by more than 10%, the supplier shall be obliged, at the request of the purchaser, to release securities of its choice to this extent.
(8) The supplier must be notified immediately of any seizure or confiscation of the goods subject to retention of title by third parties. Any intervention costs incurred as a result shall in any case be borne by the customer, unless they are borne by third parties.

VI. Warranty and liability for defects
(1) The quality and design of the products shall be determined by the samples, which shall be submitted to the customer for inspection by the supplier upon request. The assurance of certain properties of the delivery item and the performance of moulds must be made in writing in the order confirmation. References to technical standards serve to describe the performance. The assurance does not cover the risk of consequential damage caused by defects, unless the supplier, its executive employees or vicarious agents act with intent or gross negligence.
(2) If the supplier has advised the customer outside the scope of its contractual performance, it shall only be liable for the functionality and suitability of the delivery item if this has been expressly guaranteed in writing. The state of the art at the time of acceptance of the order shall be decisive.
(3) Defects must be reported in writing without delay. Unless otherwise agreed, warranty claims shall become time-barred six months after receipt of the goods.
(4) In the event of a justified complaint, the supplier shall be obliged, at its discretion, to repair the goods or deliver a replacement free of charge. If it fails to meet these obligations within a reasonable period of time, the customer shall be entitled to demand a reduction in price or to declare rescission of the contract and to demand reimbursement of incidental costs (such as installation and removal costs, transport costs, etc.). Further claims – regardless of their legal basis – are excluded. Replaced parts shall be returned to the supplier carriage forward upon request.
(5) Unauthorised reworking and improper handling shall result in the loss of all warranty claims.

VII. General limitations of liability
(1) In all cases in which the supplier is obliged to pay damages in deviation from the above conditions on the basis of contractual or statutory claims, he shall only be liable insofar as he, his executive employees or vicarious agents can be accused of intent or gross negligence. Insofar as the liability is not based on intent, it shall be limited to the foreseeable, typically occurring damage.

VIII. Terms of payment
(1) Unless otherwise agreed, the purchase price for deliveries or other services is due upon receipt of the invoice. If payment is made within 2 weeks of the invoice date, a discount of 2% will be granted if all previously due, undisputed invoices have been settled. No discount will be granted for any payments made by bill of exchange.
(2) If no payment is made within 30 days of receipt of the invoice, default interest shall be charged in accordance with Section 288 of the German Civil Code (BGB). We reserve the right to claim further damages for default.
(3) We reserve the right to refuse cheques or bills of exchange. Cheques and rediscountable bills of exchange shall only be accepted on account of performance; all associated costs shall be borne by the customer.
(4) The customer may only offset or assert a right of retention if his claims are undisputed or have been legally established.
(5) Failure to comply with terms of payment or circumstances that give rise to serious doubts about the customer’s creditworthiness shall result in all claims of the supplier becoming due immediately. In addition, the supplier shall be entitled to demand advance payments for outstanding deliveries and, after a reasonable grace period, to withdraw from the contract or claim damages for non-performance, as well as to prohibit the customer from reselling the goods and to retrieve any goods that have not yet been paid for at the customer’s expense.

IX. Moulds (tools)
(1) Unless otherwise agreed, the supplier shall remain the owner of the moulds manufactured for the customer by the supplier or on its behalf. These moulds shall be used exclusively for orders placed by the customer, provided that the customer fulfils its payment and acceptance obligations. The supplier’s obligation to store the moulds shall expire two years after the last delivery of parts from the mould and prior notification of the customer. During the storage period, the supplier is obliged to store and maintain the mould with care, but is not liable for damage that occurs despite proper handling.
(2) The price for moulds also includes the costs for one-time sampling, but not the costs for testing and processing equipment or for changes requested by the customer.
(3) If, as agreed, the customer is to become the owner of the moulds, ownership shall pass to him after payment of the purchase price. The handover of the moulds to the customer shall be replaced by the supplier’s obligation to store them. Until a minimum quantity to be agreed has been accepted and/or until the expiry of a certain period of time, the supplier shall be entitled to exclusive possession of the moulds. The supplier shall mark the mould as third-party property and, at the customer’s request, insure it at the customer’s expense.
(4) In the case of moulds belonging to the customer in accordance with paragraph 3 and/or moulds provided by the customer on loan, the supplier’s liability with regard to storage and care shall be limited to the care taken in its own affairs. The costs of maintenance and insurance shall be borne by the customer. The supplier’s obligations shall expire if, after completion of the order and corresponding request, the customer does not collect the moulds within a reasonable period of time. As long as the customer has not fulfilled its contractual obligations in full, the supplier shall in any case be entitled to a right of retention on the moulds.

X. Provision of materials
(1) If materials are supplied by the customer, they shall be delivered at the customer’s expense and risk with an appropriate quantity surcharge of at least 5% in good time and in perfect condition so that uninterrupted processing is guaranteed.
(2) If these conditions are not met, the delivery period shall be extended accordingly. Except in cases of force majeure, the customer shall compensate the supplier for any damage caused by the interruption in production.

XI. Property rights
(1) If the supplier is to deliver according to drawings, models, samples or using parts provided by the customer, the customer shall ensure that no third-party property rights are infringed. The customer shall indemnify the supplier against any third-party claims and compensate the supplier for any damage incurred. If the supplier is prohibited from manufacturing or delivering by a third party on the basis of a property right belonging to it, the supplier shall be entitled, to the exclusion of all claims for damages by the customer and without examining the legal situation, to cease work, provided that it informs the customer immediately of the assertion of the third party’s property rights.
(2) Drawings and samples provided to the supplier that have not led to an order shall be returned on request; otherwise, the supplier shall be entitled to destroy them three months after submission of the offer.
(3) The supplier shall be entitled to copyright and, where applicable, industrial property rights to the models, moulds, devices, designs and drawings created by him or by third parties on his behalf.

XII. Place of performance and jurisdiction
(1) The place of performance shall be the location of the supplier’s factory.
(2) The place of jurisdiction shall be, at the supplier’s discretion, either the supplier’s registered office or the customer’s registered office, including for proceedings relating to documents, bills of exchange and cheques.
(3) German law shall apply exclusively. The application of the Convention on Contracts for the International Sale of Goods (BGBI. 1989 II, 588 and BGBI. 1990 II, 1699) is excluded.