General Terms and Conditions

General information

1.01
The following terms and conditions apply only to business transactions and form the basis of all our offers, orders, deliveries and services.

1.02
Other terms and conditions shall only be recognized insofar as they are consistent with our General Terms and Conditions or are expressly made the basis of the respective contract or service by us in individual cases.

Offers

2.01
Our offers are always subject to change. In case of doubt, the contract is only concluded with and in any case only in accordance with the terms and content of our written order confirmation, insofar as such is issued. Individual contractual agreements remain unaffected by this.

2.02
Indicative prices communicated are not quotations and shall only form the basis of the contract if agreed. We are bound to our offer prices for a maximum period of four months until the order is placed.

2.03
Offers and attachments may not be made accessible to third parties without our consent.

Prices and terms of payment

3.01
Our prices are quoted strictly net without discount or other reduction in euros ex works excluding packaging, freight and insurance plus the applicable statutory value added tax. The granting of discounts requires the express agreement of the contracting parties. The prices apply exclusively to parts designed and manufactured for processing. For any additional work required, such as the removal of paint, oil, grease, tar, old metal coatings and the subsequent attachment of openings to hollow parts as well as the preparation of test reports, we shall charge the surcharges previously agreed with the customer.

3.02
If the cost factors relevant for pricing (production materials, energy, operating materials, wages and salaries, etc.) change significantly in the period between the conclusion of the contract and the contractually agreed time of delivery, we shall be entitled to demand that the customer agree new prices in amendment of the offer prices. If no agreement is reached, we are entitled to withdraw from the contract.

3.03
Unless otherwise expressly agreed, payments are to be made within 8 days of receipt of invoice without deduction of discounts. In the event of late payment, we shall charge interest on arrears at a rate of 8 % above the prime rate, without prejudice to further rights.

3.04
The client shall only be entitled to offset against our claims if his claim is undisputed or has been legally established.

Delivery

4.01
Unless otherwise agreed, the delivery period shall commence upon receipt of the order confirmation; however, if the material to be processed is delivered by the client at a later date, it shall not commence until this time.

4.02
If delivery is delayed as a result of unforeseeable circumstances affecting us, our suppliers or subcontractors, such as force majeure, strike, shortage of raw materials, operational disruption or power failure, the customer shall be entitled to withdraw from the contract after granting a reasonable grace period. § Section 323 (2) BGB remains unaffected. If delivery becomes impossible for us due to these circumstances, we shall be released from our obligation to deliver. If delivery is no longer reasonable for us due to these circumstances, we shall be entitled to refuse delivery. The customer shall not be entitled to claim damages if we are not responsible for these circumstances.

4.03
If the client defaults on its obligation to provide or cooperate after a written reminder, we shall be entitled to withdraw from the contract after setting a grace period of 14 days in writing and to demand compensation instead of performance.

4.04
Partial deliveries are permissible insofar as these are reasonable for the client.

4.05
Deliveries are ex works excluding packaging.

4.06
The risk for the client's items to be processed shall pass to the client when they leave our factory, but at the latest when they are handed over to the forwarding agent or carrier. The Contractor shall only be liable for damage in transit in the event of intent and gross negligence.
Liability for simple and slight negligence is excluded, unless it is a breach of a material contractual obligation within the meaning of the case law of the Federal Court of Justice.

4.07
If the goods to be processed are collected by us at the client's request, the transport risk shall be borne by the client. The client is free to insure these risks. With regard to the Contractor's liability for transport damage, reference is made to clause 4.06, sentences 2 and 3.

4.08
The aforementioned provisions shall also apply if we have guaranteed carriage paid deliveries.

4.09
If the goods are ready for dispatch and dispatch or acceptance is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon receipt of the notification of readiness for dispatch.

4.10
The shipping route, type and means of shipment shall be left to us without any guarantee for the fastest and cheapest transportation. The interests of the customer shall be given due consideration. If we act as forwarder, the General German Forwarders' Terms and Conditions shall apply in addition.

4.11
The client must call off goods notified as ready for dispatch immediately, but at the latest after the expiry of a reasonable period after notification. If no call-off is made, this shall entitle us to store the goods at our own discretion at the expense and risk of the customer and to invoice them as delivered ex works.

4.12
If dispatch or delivery of the goods is delayed at the request or instigation of the customer, a storage fee of 1 % of the invoice amount may be charged for each month or part thereof, starting one month after notification of readiness for dispatch. The storage fee is limited to 5 % of the invoice amount, unless we can prove higher storage costs. The client may provide evidence that storage costs were not incurred at all or are significantly lower than the lump sum.

4.13
We shall not be liable for any waiting times that arise, provided that they are still reasonable overall, unless collection and delivery dates have been bindingly agreed.

4.14
Insurance against transport damage shall only be taken out at the request and expense of the client.

4.15
If processed goods are returned for reasons for which we are not responsible, the customer shall bear the risk until we receive the goods.

4.16
Surface-treated parts shall only be packaged to the extent that the material to be processed is sent packaged, repackaging has been requested and the packaging material is reusable. If additional packaging is requested after surface treatment, this will be charged separately and will not be taken back.

Warranty

5.01
We shall only provide a warranty for our services in accordance with the following provisions and only to the client as the first customer. The assignment of warranty claims to third parties is excluded.

5.02
We guarantee professional surface treatment in material and workmanship in accordance with the recognized rules of technology, the applicable or generally recognized draft DIN regulations. In galvanic and chemical processes and due to differences in the quality of the raw material, deviations from the sample on which the order is based are sometimes unavoidable.

5.03
We will professionally repair parts with defective surface treatment free of charge.

5.04
The warranty period is one year. The delivered goods must be inspected immediately to ensure that they are free of defects. Defects must be reported in writing without delay, but at the latest within 12 days of receipt of the goods. The obligation to inspect shall also apply if reference samples have been sent. In the case of defects that are not immediately recognizable, the same applies within the aforementioned period after discovery of the defect.

5.05
If a complaint is not made in due form or time, the goods shall be deemed approved by merchants within the meaning of the German Commercial Code (HGB).

5.06
The items handed over to us for processing must be delivered with a delivery bill or with precise written details of the number of items and total weight. The details of the gross weight are not binding for us, even if they are important for the customer. Missing parts shall only be replaced if their delivery is documented by a delivery bill signed by us and the risk for the missing parts has passed to us. In the case of small and mass-produced parts, we accept no liability for rejects and missing parts up to 3 % of the total quantity delivered, unless otherwise agreed.

5.07
The customer reserves the right to reduce the purchase price or, at his discretion, to withdraw from the contract and demand compensation if the subsequent performance fails or if the seller refuses both the subsequent improvement and the subsequent delivery or if the subsequent performance is unreasonable. Rectification shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or the defect or other circumstances indicate otherwise.

5.08
The Contractor shall be liable for intent and gross negligence except in the case of damage resulting from injury to life, limb or health. Liability for simple or slight negligence is excluded, unless it is a breach of a material contractual obligation within the meaning of the case law of the Federal Court of Justice. Insofar as the aforementioned exclusion of liability does not apply due to the breach of a material contractual obligation, the Contractor shall only be liable for foreseeable damage typical of the contract. Further claims by the Client are excluded. The Contractor's liability under the Product Liability Act shall remain unaffected. Contractual penalties are not recognized.

5.09
A defect in the partial delivery does not entitle the client to withdraw from the contract, unless the defect in a partial delivery is so significant that the acceptance of further partial deliveries is no longer of interest to the client.

5.10
The warranty only applies to stresses under normal operational and climatic conditions. If the goods are intended for special conditions and we have not been informed of this beforehand, so that this has not become part of the contract, a warranty for these special conditions is excluded. The warranty shall lapse in respect of defects for which a third party has already attempted to rectify the defect, provided that the user has not previously had a reasonable opportunity to rectify the defect.

5.11
The material to be machined must be free of casting skin, molding sand, scale, oil carbon, burnt-on grease, welding slag, graphite, paint coatings; it must not have any pores, blowholes, cracks, doubles, etc.; threads must be sufficiently undercut. If this is not the case, we are entitled to refuse processing or withdraw from the contract. If the customer nevertheless insists on processing or if the material supplied to us for surface treatment is not technologically suitable for such surface treatment for reasons not recognizable to us, we shall not assume any warranty for a certain dimensional accuracy, adhesive strength, color retention and corrosion-preventing properties of the applied layer, insofar as a defectiveness is due to the unsuitability of the material and is not based on gross negligence or intent on our part. Furthermore, no warranty is given for adhesion if the material has been deformed after surface treatment, even if test electroplated parts could be deformed without flaking of the electroplated layer and the customer has requested processing despite being informed of the risk of flaking.

5.12
If the goods intended for surface treatment or a suitable material sample is not provided to us for testing purposes for a sufficiently long period, but at least six weeks, before processing begins, we accept no liability for corrosion damage that is not due to intent or gross negligence. If, in individual cases, it is not possible for us to carry out short-term tests or other chemical and/or mechanical tests or to prepare measurement reports or test certificates in view of the delivery time specified to us by a customer and the customer nevertheless requests the surface treatment, we shall not accept any liability for damage attributable to the lack of testing, except in cases of intent and gross negligence.

5.13
Hollow parts are only electroplated on the outer surfaces, unless cavity treatment has been agreed in special cases. The immediate onset of corrosion on the untreated surfaces does not justify any rights of complaint. Surface-treated material is at risk from condensation water and fretting corrosion. It must be properly packaged, stored and transported.

5.14
The client must specify the minimum layer thicknesses at a measuring point to be agreed and take suitable measures to prevent chemical and mechanical damage to the surface. We shall only be liable for weather damage and for any damage caused by residues from the treatment process seeping out of doubles and other inaccessible cavities in the event of gross negligence and intent. If the client deems hydrogen de-embrittlement to be necessary, we shall only undertake this after corresponding agreement and to the exclusion of any liability, except in cases of intent and gross negligence.

Security interest

6.01
We are entitled to a statutory contractor's lien on the objects processed by us. Irrespective of this, the client shall grant us a contractual lien on the objects handed over for the purpose of surface treatment, which serves to secure our claim arising from the order. Unless the contracting parties have agreed otherwise, the contractual lien shall also apply to claims from previously executed orders and services, insofar as they are in an internally related, uniform life relationship with the object of the order. If the surface-treated parts are delivered to the client before full payment has been made, it is hereby agreed with the client that ownership of these parts is then transferred to us to the value of our claim to secure our claims and that the transfer of possession is replaced by the client keeping the parts for us. The same shall apply with regard to the expectant right of the client to objects handed over to us for the purpose of surface treatment which have been delivered to the client by a third party subject to retention of title. We are entitled to bring about the lapse of the retention of title. The client's claims for retransfer of ownership against a third party to whom he had previously transferred the objects handed over to us for the purpose of surface treatment as security are hereby assigned to us. We hereby accept the assignment.

6.02
The client may neither pledge nor assign items to which we have a right of lien or which are in our ownership by way of security. However, he may resell or process the goods in the ordinary course of business, unless he has already effectively assigned the claim against his contractual partner to a third party in advance. Any processing of the goods assigned to us as security by the customer to create a new movable item shall be carried out on our behalf with effect for us, without any liabilities arising from this.
We hereby grant the client co-ownership of the new item in the ratio of the value of the new item less the value of our service to the value of the new item. The client shall store the new item with due commercial care and free of charge.

6.03
In the event that the customer acquires sole or co-ownership of our security goods by combining, blending or mixing them with other movable items to form a uniform new item, he hereby assigns to us this right of ownership in the ratio of the value of our security goods to the value of the other item to secure our claims with the simultaneous undertaking to properly store the new item for us free of charge.

6.04
In the event of resale of the goods processed by us and assigned to us as security or of the new item manufactured from them, the client must inform his customers of our ownership by way of security.

6.05
To secure the fulfillment of our claim, the customer hereby assigns to us all claims, including future claims, arising from the resale or further processing of the goods assigned to us, including ancillary rights in the amount of the value of the goods. We hereby accept the assignment.

6.06
The client is authorized to collect the claims against third parties resulting from the resale or further processing for our benefit. At our request, the customer must provide evidence of the claims individually and disclose the assignment to third party purchasers with the request to pay us up to the amount of our claims. We are also entitled to notify the subsequent purchaser of the assignment ourselves at any time and to collect the claim.
"However, we shall not request the client to collect the claims or to disclose the assignment, shall not collect the claim ourselves and shall not disclose the assignment itself as long as the client duly fulfills its payment obligations to us."

6.07
The client is obliged to inform us immediately of any enforcement measures by third parties against the security interests.
6.08 The client is obliged to insure the goods in our ownership by way of security adequately against the risk of fire and theft and to assign the claims against the insurer and the damaging party to us upon request.

6.09
At the request of the client, the securities to which we are entitled in accordance with the above provisions shall be released to the extent that their value exceeds the claims to be secured by more than 20 %.

6.10
In the event that third parties assert rights to the collateral, the client hereby undertakes to provide us immediately with all necessary documents and to reimburse us for any intervention costs incurred.

6.11
All our claims, including those arising from other contracts, shall become due immediately, even in the event of deferral, as soon as the customer culpably defaults on the fulfillment of other, not insignificant obligations to us, ceases payments, is over-indebted, insolvency proceedings are opened against its assets or the opening of such proceedings is rejected due to lack of assets.
In such a case, we shall be entitled to refuse any outstanding deliveries and services and to set the customer a reasonable deadline within which he must, at his discretion, effect payment or provide security concurrently with our service or delivery. After unsuccessful expiry of the deadline, we are entitled to withdraw from the contract.

Place of fulfillment and jurisdiction

7.01
The place of performance and jurisdiction for all claims arising from the contract for both parties to the contract, provided they are merchants, is the registered office of our company.

7.02
The laws of the Federal Republic of Germany shall apply to the exclusion of foreign law and the standardized international sales law. The German version of a contract text is authoritative.

Severability clause

Should any of the aforementioned provisions of these GTC be void, invalid or unenforceable for any reason, the validity of the remaining provisions and the underlying contract shall remain unaffected.