General Sales, Delivery and Payment Conditions

1. For the current and all subsequent business transactions, the following general delivery and payment conditions are in effect, in addition to the special conditions listed in the offer. The order confirmation invalidates any of the buyer’s existing purchasing conditions.

2. Secondary agreements or contract supplementations are required in writing. Intermediate sales for storage offers are reserved in all cases.

3. Shipment of all goods is made at the expense and risk of the buyer, no matter whether the shipment is post paid, ex works or ex warehouse. Unless the seller is also responsible for transport, we are not liable for breakage, damage or loss during transport. The place of performance is the respective factory of the seller.

4. Notices about delivery times that have not been expressly agreed upon are not contractually binding. For orders upon request or for successive deliveries, the sold goods must be acquired within a maximum of 6 months in somewhat evenly spaced delivery dates and amounts. The acceptance of the goods is one of the buyer’s main responsibilities.

5. Variations in the delivery amount are allowed within a range of plus or minus 20%. Also allowed are variations in dimensions, content, weight, and colour hues due to manufacturing. The seller provides information about dimensions and weight of transport and packaging materials to the best of his knowledge. This does not present a guarantee for exact adherence to that information.

6. The buyer carries the costs for manufacturing, supplying, changing, maintaining or providing manufacturing moulds and tools. Such moulds and tools, as well as all copyrights for them, remain the property of the seller, even after payment. This does not apply if the buyer provides his own manufacturing moulds or tools for fulfilment of his order without the seller having significantly altered them. Any exclusive delivery rights for products manufactured from these moulds must be explicitly agreed upon with the buyer. The seller agrees to maintain and provide the manufacturing moulds and tools paid by the buyer until the point of natural wear, or for a maximum of two years after the last delivery.

7. All catalogues, sample books, pricelists and other sales literature that the buyer has received remain the property of the seller. They must be returned to the seller upon request, along with any other of the seller’s documents currently in the buyer’s possession.

8. The buyer is liable for any infringement the ordered goods might present to the copyright of third parties, and relieves the seller of any and all claims resulting thereof.

9. The seller’s liability for any related claims for damages is restricted to claims due to intentional damage and gross negligence. This especially applies to legal representatives, agents and other persons, and their responsibility for delays, impossibility of performance, intended contract negotiations or tortuous claims. As far as legally permissible, the seller’s liability for damage claims, on whatever legal grounds, is restricted to the billing amount of the seller’s goods immediately involved in the event causing the damage. This does not apply as far as the seller is fully liable due to binding legal regulations concerning intent or gross negligence.

10. Strikes, shut-outs, company closings and all other events that seriously limit the seller’s production are grounds for the seller to rescind the contract. The seller reserves the right for price adjustments due to interim cost increases, especially due to currency conversion rate changes, currency regulations, customs tax changes and other factors beyond the seller’s control. In case of price increases, the buyer has the right to cancel unfulfilled orders. In this case, the buyer must inform the seller about the cancellation in writing within 10 days of the publication of the new prices. After this time period, a cancellation is no longer possible. Changes in currency conversion rates do not give the buyer the right to cancel the contract.

11. Any complaints can only be considered if they are made immediately following the receipt of the goods. Further shipment to third parties represents the unconditional acceptance of the goods. Valid complaints first give the seller the option to provide a replacement shipment of the goods, free of charge, or repair of the received goods, free of charge. The replaced parts will again become the property of the seller. If the seller does not repair the damage within the time period suggested by the buyer, or if the repair or replacement shipment fails to materialize, the buyer is entitled to claim a reimbursement or a price reduction. So-called certificate shipments do not represent any agreed-upon condition or guarantee according to paragraphs 434, 443 BGB (German Legal Code) and do not invalidate the inspection and complaint requirements according to the HGB (German Commercial Code). If the seller provides actual information about dimensions, weight or a particular condition in certificates, he can still claim insignificant reduction of the value or usability of the product in case of a variance. The seller’s certificate provides the buyer with access to already established internal quality control procedures and represents an additional service.

12. The delivered goods remain the property of the seller until full payment of all balances according to the business transaction. If goods subject to retention of title are processed or manipulated, the seller remains the manufacturer and retains ownership of the provisional and final products. If the buyer obtains sole ownership of the new goods buy combining, mixing or joining the goods subject to retention of title with other goods, the seller and buyer agree that the buyer will grant co-ownership to the seller, proportionately to the goods subject to retention of title to the value of the final product. In all cases, the buyer will store the new goods for the seller, free of charge. The buyer can resell the seller’s goods subject to retention of title or the co-owned goods within normal business proceedings. The buyer already transfers any claims resulting from the resale of the goods to the seller. The seller herewith agrees to the transfer. The buyer is granted authorization to collect any claims, as long as he remains in good standing with the seller and does not accrue any debts.

Upon request, the buyer must provide the seller with all information pertaining to the collection of any claims and the requested amount, as well as a list of all debtors. The buyer has the right to disclose the transfer of authorization for collection of claims to his debtors. The buyer is required to grant the seller’s representatives access to the storage facilities for the goods at any time. The buyer must inform the seller immediately about any foreclosure proceedings of third parties against the aforementioned goods subject to retention of title or co-owned goods, while handing over all bailiff’s reports, attachment orders or other documents. The seller agrees to release the security amount according to the aforementioned conditions, if so desired, if the amount is 20% higher than the secured claims.

13. The seller’s payment is due upon receipt of the goods. Billing reductions and terms of payment require a special agreement. Default interest is due in any case in the amount of 8% above the valid base interest rate (paragraph 288 section 2, BGB [German Legal Code]). Any other claims of the seller regarding additional damages caused by delay are not included.

14. Every partial delivery represents a separately payable transaction.

15. Late payment or other breaches of contract give the seller the right to withhold any further shipments without prior notice, or demand pre-payment for any remaining shipments. Otherwise, paragraph 323 BGB (German Legal Code) applies. If this is the cause for non-shipment of previously ordered and manufactured goods, the seller has the right to sell them at best price. The buyer forfeits any claims to property rights.

16. The place of performance for delivery and payment is Kleintettau. The place of jurisdiction, as determined by the seller, depending on location and goods in question, and independent from the amount in controversy, is either Kronach Municipal Court or Coburg County Court. For this contract, German Law applies exclusively.

17. The inapplicability of one provision does not render any others inapplicable. Any inapplicable provision is not simply omitted, but must be replaced by a valid regulation that approximates the economic result as closely as possible.

18. We process customer data for fulfilment of the contract/order and maintenance of the current customer relationship. Any involved service agencies or banks will only obtain customer data as far as is required for the fulfilment of the contract/order.