General Terms of Delivery, Terms of Payment and Terms of Business
1. Scope of Validity
All our offers, deliveries and other services shall exclusively be based on the subsequent general terms of delivery, terms of payment and terms of business. The terms of business shall apply to all current and future business relationships. Deviating, conflicting or supplementing general terms and condition shall not become a part of the contract, even if they are known, unless their validity is explicitly approved in writing.
Our general terms and conditions shall apply to consumers and companies. You are a consumer if the contract concluded with us may neither be allocated your commercial nor your independent professional activity. You are an entrepreneur if you exercise your commercial or independent professional activity upon conclusion of the contract.
2. Right of Withdrawal for Client
With regard to distant selling contracts, that is, for orders of a consumer particularly via mail, catalogue, phone, copy or email, the client shall have a right of withdrawal according to the following instruction:
Right of Withdrawal
You may withdraw your declaration of contract within two weeks without a statement of reasons in written form (e. g. letter, fax, email) or by returning the goods. The deadline shall commence no earlier than upon receipt of this instruction. To observe the period of withdrawal, the timely dispatch of the notification of withdrawal or of the goods shall be sufficient. The notification of withdrawal shall be addressed to the business address indicated on the front page.
Consequences of Withdrawal
In the event of an effective withdrawal, the mutually received services shall be returned and derived profits (e. g. interest), if any, shall be surrendered. In case you are unable to return the service received to us entirely or in part or if you can only return it in deteriorated condition, you could possibly be required to pay compensation of equal value. This shall not apply to the relinquishment of goods if the deterioration of the goods exclusively results from their inspection – as would have been possible in the shop. Otherwise, you may avoid the obligation of compensation of value by not using the goods like an owner and by refraining from everything that affects their value. Thus, you may only inspect the goods carefully and diligently. You must compensate any loss of value which results in the goods no longer being able to be sold as “new” goods due to any use exceeding the mere inspection of the goods. Any goods which can be shipped by parcel must be returned to us up to an order value of € 40.00. Your obligation to bear the costs shall not apply if the goods sent to you do not correspond to the goods you have ordered. For goods with an order value of more than € 40.00, the return shall take place at our expense and at our risk. Goods which cannot be shipped by parcel shall be collected at your location.
3. Offers and Prices
As a rule, offers shall be made in writing. We shall reserve proprietary rights and copyrights with regard to the documents enclosed in the offer. Offer prices shall be net prices. The statutory value added tax (VAT) is not included in the offer prices.
Our offers shall be non-binding. The right shall be reserved to make reasonable technical changes or other changes. We shall be entitled to unilaterally increase the prices contractually agreed, if the procurement costs required for the performance of the contract, particularly for precious metals, increase. We shall be entitled to demand your consent to such increase in price, if exclusively price increases in the area of costs for material procurement are passed on. If you fail to give your consent to the increase in price, we shall be entitled to withhold and/or discontinue our performance owed according to the terms of the contract.
Upon ordering goods, the client makes a binding declaration of intent to purchase the goods ordered. We shall be entitled to accept the contractual offer included in the order within two weeks after receipt.
If the client, who at the same time is a consumer, places an order electronically, we shall promptly confirm receipt of the order. Confirmation of receipt shall not constitute a binding acceptance of the order. The declaration of receipt may be linked to the declaration of acceptance.
In case of an order being placed electronically, we shall store the text of the contract and shall send it to the client upon request alongside the present general terms and conditions.
4. Placing of Order
All orders and agreements shall only become binding upon our written confirmation. This shall also apply for orders procured by representatives.
5. Delivery
The period of delivery shall commence upon the day of dispatch of the corresponding confirmation of order and shall be deemed to have been complied with, if the goods have left the works at the date of delivery agreed or, in the event of a shipment agreement or an agreed collection by the client, if the client has been informed about willingness to collect or, in the event of a corresponding arrangement, if the goods are actually offered to the client for acceptance at their headquarters. Unless the client has set clear requirements, the choice of means of transport shall be at our discretion.
In the event of delayed delivery, a reasonable grace period shall be set. Deliveries ordered on call shall be accepted no later than three months after confirmation of order.
The contract shall be concluded subject to correct and timely delivery to us by our suppliers. This shall only apply in the event that we are not responsible for non-delivery, in particular upon conclusion of a congruent hedging transaction with our supplier.
The client shall promptly be informed about non-availability of a service. The consideration shall promptly be reimbursed.
If the implementation and/or completion of necessary work and services is delayed for reasons for which the client is responsible, we shall be released from the obligation to comply with the dates of delivery agreed in this respect. If the client does not promptly take corrective action upon our request, we may set a reasonable period of time for performance of the contract and may withdraw from the contract upon unsuccessful expiry of this period. In such case, we shall be entitled to compensation for all expenses incurred by us until this date including loss of profit.
6. Danger
If the purchaser is an entrepreneur, the risk of accidental loss or accidental deterioration of goods shall be transferred to the purchaser upon handover, in the case of mail order purchase upon delivery of the goods to the haulage company, the carrier or to the person or institution commissioned to execute the shipment.
If the client is a consumer, the risk of accidental loss or accidental deterioration of the goods sold shall only be transferred to the purchaser upon handover of the goods.
The handover shall be deemed to have taken effect, if the purchaser is in default with acceptance.
7. Auxiliary Devices, Tools and CNC Programmes
Auxiliary devices, tools and CNC programmes which are required for the performance of client orders, shall only pass into the purchaser’s ownership if this is explicitly agreed. We commit to store the auxiliary tools for the client which have passed into their ownership up to a year after the last delivery. Prior to expiry of the period of a year, the client may agree a longer retention period. If no further agreement is made, we may freely dispose of the auxiliary devices upon expiry of the period.
8. First Sample
First samples shall be inspected within a period of two weeks and the inspection result shall be communicated to us in writing. A fax or email shall be sufficient to fulfil the written form requirement. If no response is received within the period stated, we shall be entitled to invoice the tool costs for these first samples, regardless of whether or not these samples are free of defects. This regulation shall also apply to the same extent for the transmission of first samples which have been reworked.
9. Warranty
If the purchaser is an entrepreneur, we shall initially warrant for defects of the goods at our choice either by subsequent improvement or compensatory delivery.
If the purchaser is a consumer, they shall initially have the choice as to whether the supplementary performance is to take place by means of subsequent improvement or compensatory delivery. However, we shall be entitled to reject the type of supplementary performance selected if it is only possible at unreasonable cost and if the other type of supplementary performance does not result in any significant disadvantages for the consumer.
If the supplementary performance is unsuccessful, as a rule, the client may demand at their choice the remuneration (reduction) or rescission of the contract (withdrawal). In the event of merely minor non-conformity with the contract, particularly minor defects, the client shall not be entitled to withdraw from the contract.
Entrepreneurs must notify us in writing of any obvious defects within a period of two weeks following receipt of goods; otherwise, the assertion of the claim based on warranty for obvious defects shall be excluded. To observe the deadline, the timely dispatch of notification shall be sufficient. The entrepreneur shall bear the full burden of proof for all eligibility requirements, in particular for the defect itself, for the date when the defect was determined and for the timeliness of the notification of defect.
Consumers must inform us about obvious defects in writing within a period of two months following the date on which the condition of the goods contrary to the contract was determined. The decisive factor for the observance of the deadline shall be the receipt of notification. If the consumer fails to make this notification, the warranty rights for obvious defects shall expire two months after determination of defect.
If the client opts to withdraw from the contract due to a defect after unsuccessful supplementary performance, they shall not be entitled to any further claim for compensation on the basis of the defect.
If the client opts for damages upon unsuccessful supplementary performance, the goods shall remain with the client if this is reasonable for them. The damages shall be limited to the difference between purchase price and value of the defective goods. This shall not apply if we have caused the breach of contract in a fraudulent way.
For entrepreneurs, the warranty period shall be one year after delivery of goods.
For consumers, the period of limitation shall be two years after delivery of goods.
10. Limitation of Liability
In the event of slightly negligent breaches of duty, our liability shall be limited to the average damage that is foreseeable, typical for the contract and direct. This shall also apply to slightly negligent breaches of duty of our legal representatives or vicarious agents. The liability for cases of intent and gross negligence shall remain unaffected. Towards entrepreneurs, we shall not be liable in cases of slightly negligent violation of immaterial contractual obligations. The limitations of liability set out above shall not apply to claims of the client which are based on damage to body and health for which we are responsible, or loss of life of the client.
Claims for damages of the client on the basis of a defect shall become statute-barred one year after delivery of goods, if the client is an entrepreneur. This shall not apply, if we can be accused of gross negligence and in the event of damage to health and body for which we are responsible, or loss of life of the client.
11. Payment
All invoices for goods shall become payable within 30 days upon delivery of goods as of date of invoice and without any deduction. For payments within eight days and provided the client is not in default with the settlement of other claims, an early payment discount of 2 % shall be granted.
Upon expiry of the 30 days, the client shall be in default. During the default period, the consumer has to pay interest of 5 % over the base interest rate on the monetary debt.
During the default period, the entrepreneur shall pay interest of 8 % over the base interest rate on the monetary debt. Towards the entrepreneur, we shall reserve the right to prove and assert a higher damage caused by default.
Acceptances and bills of exchange shall only be accepted for processing, upon agreement and subject to them being discountable. Discounting charges and all costs resulting from the bill transactions shall be at the expense of the client. Discounting charges shall be invoiced from the day of an invoice amount being due for payment.
If, upon conclusion of the contract, a significant risk arises with regard to the payment of the remuneration to which we are entitled, we may demand reasonable advance payment or securities from the client and refuse all performances up to the fulfilment of our request. In the event of refusal of the client or unsuccessful expiry of the period, we shall be entitled to withdraw from the contract or to demand damages due to non-performance.
The client shall only be entitled to offset amounts, if their counterclaims are legally established and recognised by us. The client shall only be entitled to exercise a right of retention, if their counterclaim is based on the same contractual relationship.
We shall be entitled to withhold and/or suspend the contractually owed service, if the client defaults with the services incumbent on them. In particular, this shall apply to cases of (even partial) default in payment and non-processing of the first samples delivered by us.
12. Retention of Title
For contracts with consumers, we shall reserve title to the goods up to payment of the full purchase price.
For contracts with entrepreneurs, we shall reserve title to the goods up to settlement of all claims arising from an ongoing business relationship.
The client shall be obliged to treat the goods with care and to carry out possible maintenance and inspection work at their own expense.
The client shall be obliged to promptly inform us about any third party access to the goods, for example, in the event of attachment and possible damage or destruction of the goods. The client shall promptly notify us of a change in ownership of the goods and of a change in place of residence, as long as the amount has not yet been fully paid.
We shall be entitled to withdraw from the contract and to demand return of the goods in the event of conduct of the client which is contrary to the contract, in particular in event of delayed payment or violation of one of the duties set out above.
The entrepreneur shall be entitled to resell the goods in the ordinary course of business. They shall assign to us already at this point all claims amounting to the amount of invoice which arise for them against a third party from the resale. We accept the assignment. The entrepreneur shall be authorised to collect the claim upon assignment. We shall reserve the right to collect the claim ourselves as soon as the entrepreneur fails to properly fulfil their payment obligations and defaults with the payment.
Processing of the goods by the entrepreneur shall always be carried out in our name and on our behalf. If processing takes place by means of items which do not belong to us, we shall acquire co-ownership in the new item in relation to the value of the goods delivered by us compared to the other items processed. The same shall apply if the goods were combined with other items not belonging to us.
In the event of surrender of bills of exchange, checks or other services which were only rendered for processing by the client, the payment shall only be deemed to have been made upon cash redemption. Payments in cash or by check relating to a finance bill which we signed as the issuer do not invalidate our retention of title.
13. Industrial Property Rights
If industrial property rights are violated during the manufacture of goods according to drawings, samples or other information of the client, they shall indemnify us against all third party claims.
14. Final Provisions
The law of the Federal Republic of Germany shall apply. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
If the client is a businessman, a legal person under public law or trust under public law, our place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract. The same shall apply if the client has no general place of jurisdiction in Germany or if their domicile or their usual place of residence are unknown at the date of legal action being taken.
If individual provisions of this contract concluded with the client, including these general terms and conditions, are or become ineffective entirely or in part, the validity of the remaining provisions shall remain unaffected.
In this case, the parties shall already today agree upon a substitute regulation which comes closest to the economic content and meaning of the ineffective regulation.
All our offers, deliveries and other services shall exclusively be based on the subsequent general terms of delivery, terms of payment and terms of business. The terms of business shall apply to all current and future business relationships. Deviating, conflicting or supplementing general terms and condition shall not become a part of the contract, even if they are known, unless their validity is explicitly approved in writing.
Our general terms and conditions shall apply to consumers and companies. You are a consumer if the contract concluded with us may neither be allocated your commercial nor your independent professional activity. You are an entrepreneur if you exercise your commercial or independent professional activity upon conclusion of the contract.
2. Right of Withdrawal for Client
With regard to distant selling contracts, that is, for orders of a consumer particularly via mail, catalogue, phone, copy or email, the client shall have a right of withdrawal according to the following instruction:
Right of Withdrawal
You may withdraw your declaration of contract within two weeks without a statement of reasons in written form (e. g. letter, fax, email) or by returning the goods. The deadline shall commence no earlier than upon receipt of this instruction. To observe the period of withdrawal, the timely dispatch of the notification of withdrawal or of the goods shall be sufficient. The notification of withdrawal shall be addressed to the business address indicated on the front page.
Consequences of Withdrawal
In the event of an effective withdrawal, the mutually received services shall be returned and derived profits (e. g. interest), if any, shall be surrendered. In case you are unable to return the service received to us entirely or in part or if you can only return it in deteriorated condition, you could possibly be required to pay compensation of equal value. This shall not apply to the relinquishment of goods if the deterioration of the goods exclusively results from their inspection – as would have been possible in the shop. Otherwise, you may avoid the obligation of compensation of value by not using the goods like an owner and by refraining from everything that affects their value. Thus, you may only inspect the goods carefully and diligently. You must compensate any loss of value which results in the goods no longer being able to be sold as “new” goods due to any use exceeding the mere inspection of the goods. Any goods which can be shipped by parcel must be returned to us up to an order value of € 40.00. Your obligation to bear the costs shall not apply if the goods sent to you do not correspond to the goods you have ordered. For goods with an order value of more than € 40.00, the return shall take place at our expense and at our risk. Goods which cannot be shipped by parcel shall be collected at your location.
3. Offers and Prices
As a rule, offers shall be made in writing. We shall reserve proprietary rights and copyrights with regard to the documents enclosed in the offer. Offer prices shall be net prices. The statutory value added tax (VAT) is not included in the offer prices.
Our offers shall be non-binding. The right shall be reserved to make reasonable technical changes or other changes. We shall be entitled to unilaterally increase the prices contractually agreed, if the procurement costs required for the performance of the contract, particularly for precious metals, increase. We shall be entitled to demand your consent to such increase in price, if exclusively price increases in the area of costs for material procurement are passed on. If you fail to give your consent to the increase in price, we shall be entitled to withhold and/or discontinue our performance owed according to the terms of the contract.
Upon ordering goods, the client makes a binding declaration of intent to purchase the goods ordered. We shall be entitled to accept the contractual offer included in the order within two weeks after receipt.
If the client, who at the same time is a consumer, places an order electronically, we shall promptly confirm receipt of the order. Confirmation of receipt shall not constitute a binding acceptance of the order. The declaration of receipt may be linked to the declaration of acceptance.
In case of an order being placed electronically, we shall store the text of the contract and shall send it to the client upon request alongside the present general terms and conditions.
4. Placing of Order
All orders and agreements shall only become binding upon our written confirmation. This shall also apply for orders procured by representatives.
5. Delivery
The period of delivery shall commence upon the day of dispatch of the corresponding confirmation of order and shall be deemed to have been complied with, if the goods have left the works at the date of delivery agreed or, in the event of a shipment agreement or an agreed collection by the client, if the client has been informed about willingness to collect or, in the event of a corresponding arrangement, if the goods are actually offered to the client for acceptance at their headquarters. Unless the client has set clear requirements, the choice of means of transport shall be at our discretion.
In the event of delayed delivery, a reasonable grace period shall be set. Deliveries ordered on call shall be accepted no later than three months after confirmation of order.
The contract shall be concluded subject to correct and timely delivery to us by our suppliers. This shall only apply in the event that we are not responsible for non-delivery, in particular upon conclusion of a congruent hedging transaction with our supplier.
The client shall promptly be informed about non-availability of a service. The consideration shall promptly be reimbursed.
If the implementation and/or completion of necessary work and services is delayed for reasons for which the client is responsible, we shall be released from the obligation to comply with the dates of delivery agreed in this respect. If the client does not promptly take corrective action upon our request, we may set a reasonable period of time for performance of the contract and may withdraw from the contract upon unsuccessful expiry of this period. In such case, we shall be entitled to compensation for all expenses incurred by us until this date including loss of profit.
6. Danger
If the purchaser is an entrepreneur, the risk of accidental loss or accidental deterioration of goods shall be transferred to the purchaser upon handover, in the case of mail order purchase upon delivery of the goods to the haulage company, the carrier or to the person or institution commissioned to execute the shipment.
If the client is a consumer, the risk of accidental loss or accidental deterioration of the goods sold shall only be transferred to the purchaser upon handover of the goods.
The handover shall be deemed to have taken effect, if the purchaser is in default with acceptance.
7. Auxiliary Devices, Tools and CNC Programmes
Auxiliary devices, tools and CNC programmes which are required for the performance of client orders, shall only pass into the purchaser’s ownership if this is explicitly agreed. We commit to store the auxiliary tools for the client which have passed into their ownership up to a year after the last delivery. Prior to expiry of the period of a year, the client may agree a longer retention period. If no further agreement is made, we may freely dispose of the auxiliary devices upon expiry of the period.
8. First Sample
First samples shall be inspected within a period of two weeks and the inspection result shall be communicated to us in writing. A fax or email shall be sufficient to fulfil the written form requirement. If no response is received within the period stated, we shall be entitled to invoice the tool costs for these first samples, regardless of whether or not these samples are free of defects. This regulation shall also apply to the same extent for the transmission of first samples which have been reworked.
9. Warranty
If the purchaser is an entrepreneur, we shall initially warrant for defects of the goods at our choice either by subsequent improvement or compensatory delivery.
If the purchaser is a consumer, they shall initially have the choice as to whether the supplementary performance is to take place by means of subsequent improvement or compensatory delivery. However, we shall be entitled to reject the type of supplementary performance selected if it is only possible at unreasonable cost and if the other type of supplementary performance does not result in any significant disadvantages for the consumer.
If the supplementary performance is unsuccessful, as a rule, the client may demand at their choice the remuneration (reduction) or rescission of the contract (withdrawal). In the event of merely minor non-conformity with the contract, particularly minor defects, the client shall not be entitled to withdraw from the contract.
Entrepreneurs must notify us in writing of any obvious defects within a period of two weeks following receipt of goods; otherwise, the assertion of the claim based on warranty for obvious defects shall be excluded. To observe the deadline, the timely dispatch of notification shall be sufficient. The entrepreneur shall bear the full burden of proof for all eligibility requirements, in particular for the defect itself, for the date when the defect was determined and for the timeliness of the notification of defect.
Consumers must inform us about obvious defects in writing within a period of two months following the date on which the condition of the goods contrary to the contract was determined. The decisive factor for the observance of the deadline shall be the receipt of notification. If the consumer fails to make this notification, the warranty rights for obvious defects shall expire two months after determination of defect.
If the client opts to withdraw from the contract due to a defect after unsuccessful supplementary performance, they shall not be entitled to any further claim for compensation on the basis of the defect.
If the client opts for damages upon unsuccessful supplementary performance, the goods shall remain with the client if this is reasonable for them. The damages shall be limited to the difference between purchase price and value of the defective goods. This shall not apply if we have caused the breach of contract in a fraudulent way.
For entrepreneurs, the warranty period shall be one year after delivery of goods.
For consumers, the period of limitation shall be two years after delivery of goods.
10. Limitation of Liability
In the event of slightly negligent breaches of duty, our liability shall be limited to the average damage that is foreseeable, typical for the contract and direct. This shall also apply to slightly negligent breaches of duty of our legal representatives or vicarious agents. The liability for cases of intent and gross negligence shall remain unaffected. Towards entrepreneurs, we shall not be liable in cases of slightly negligent violation of immaterial contractual obligations. The limitations of liability set out above shall not apply to claims of the client which are based on damage to body and health for which we are responsible, or loss of life of the client.
Claims for damages of the client on the basis of a defect shall become statute-barred one year after delivery of goods, if the client is an entrepreneur. This shall not apply, if we can be accused of gross negligence and in the event of damage to health and body for which we are responsible, or loss of life of the client.
11. Payment
All invoices for goods shall become payable within 30 days upon delivery of goods as of date of invoice and without any deduction. For payments within eight days and provided the client is not in default with the settlement of other claims, an early payment discount of 2 % shall be granted.
Upon expiry of the 30 days, the client shall be in default. During the default period, the consumer has to pay interest of 5 % over the base interest rate on the monetary debt.
During the default period, the entrepreneur shall pay interest of 8 % over the base interest rate on the monetary debt. Towards the entrepreneur, we shall reserve the right to prove and assert a higher damage caused by default.
Acceptances and bills of exchange shall only be accepted for processing, upon agreement and subject to them being discountable. Discounting charges and all costs resulting from the bill transactions shall be at the expense of the client. Discounting charges shall be invoiced from the day of an invoice amount being due for payment.
If, upon conclusion of the contract, a significant risk arises with regard to the payment of the remuneration to which we are entitled, we may demand reasonable advance payment or securities from the client and refuse all performances up to the fulfilment of our request. In the event of refusal of the client or unsuccessful expiry of the period, we shall be entitled to withdraw from the contract or to demand damages due to non-performance.
The client shall only be entitled to offset amounts, if their counterclaims are legally established and recognised by us. The client shall only be entitled to exercise a right of retention, if their counterclaim is based on the same contractual relationship.
We shall be entitled to withhold and/or suspend the contractually owed service, if the client defaults with the services incumbent on them. In particular, this shall apply to cases of (even partial) default in payment and non-processing of the first samples delivered by us.
12. Retention of Title
For contracts with consumers, we shall reserve title to the goods up to payment of the full purchase price.
For contracts with entrepreneurs, we shall reserve title to the goods up to settlement of all claims arising from an ongoing business relationship.
The client shall be obliged to treat the goods with care and to carry out possible maintenance and inspection work at their own expense.
The client shall be obliged to promptly inform us about any third party access to the goods, for example, in the event of attachment and possible damage or destruction of the goods. The client shall promptly notify us of a change in ownership of the goods and of a change in place of residence, as long as the amount has not yet been fully paid.
We shall be entitled to withdraw from the contract and to demand return of the goods in the event of conduct of the client which is contrary to the contract, in particular in event of delayed payment or violation of one of the duties set out above.
The entrepreneur shall be entitled to resell the goods in the ordinary course of business. They shall assign to us already at this point all claims amounting to the amount of invoice which arise for them against a third party from the resale. We accept the assignment. The entrepreneur shall be authorised to collect the claim upon assignment. We shall reserve the right to collect the claim ourselves as soon as the entrepreneur fails to properly fulfil their payment obligations and defaults with the payment.
Processing of the goods by the entrepreneur shall always be carried out in our name and on our behalf. If processing takes place by means of items which do not belong to us, we shall acquire co-ownership in the new item in relation to the value of the goods delivered by us compared to the other items processed. The same shall apply if the goods were combined with other items not belonging to us.
In the event of surrender of bills of exchange, checks or other services which were only rendered for processing by the client, the payment shall only be deemed to have been made upon cash redemption. Payments in cash or by check relating to a finance bill which we signed as the issuer do not invalidate our retention of title.
13. Industrial Property Rights
If industrial property rights are violated during the manufacture of goods according to drawings, samples or other information of the client, they shall indemnify us against all third party claims.
14. Final Provisions
The law of the Federal Republic of Germany shall apply. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
If the client is a businessman, a legal person under public law or trust under public law, our place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract. The same shall apply if the client has no general place of jurisdiction in Germany or if their domicile or their usual place of residence are unknown at the date of legal action being taken.
If individual provisions of this contract concluded with the client, including these general terms and conditions, are or become ineffective entirely or in part, the validity of the remaining provisions shall remain unaffected.
In this case, the parties shall already today agree upon a substitute regulation which comes closest to the economic content and meaning of the ineffective regulation.