Terms and Conditions of Sale and Delivery

§ 1 Scope of Application

1. These General Terms and Conditions apply exclusively to entrepreneurs (businesses), legal entities under public law and special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We enter into contracts exclusively with entrepreneurs within the meaning of Section 14 BGB, legal entities under public law and special funds under public law. Orders placed by consumers within the meaning of Section 13 BGB will not be accepted. In such cases, no contract shall be concluded, even if an automatic order confirmation or any other electronic confirmation has been issued.
2. All deliveries, services and quotations are provided exclusively on the basis of these General Terms and Conditions. Any conflicting or deviating terms and conditions of the customer shall not be recognized unless we have expressly agreed to their validity in writing.
3. These General Terms and Conditions shall also apply to all future business transactions with the customer, even if they are not expressly agreed again.

§ 2 Quotations and Conclusion of Contract

1. All quotations are subject to change and non-binding.
2. Unless otherwise stated in the quotation, quotations remain valid for 14 calendar days.
3. A contract shall only be concluded upon our written order confirmation or by execution of the delivery or service.
4. We reserve the right to make technical modifications, design changes and changes resulting from new findings or revised standards, provided such changes are reasonable for the customer.

§ 3 Prices

1. All prices are quoted ex works (EXW in accordance with the latest version of Incoterms), excluding packaging, shipping, insurance, customs duties, fees and applicable value-added tax (VAT).
2. Packaging, shipping and transportation costs will be charged separately.
3. Measurement reports, first article inspection reports (FAIR), material certificates, mill certificates, inspection certificates and any other documentation will only be supplied if expressly agreed and will be invoiced separately.

§ 4 Delivery Times and Delay in Delivery

1. Delivery dates and lead times are provided to the best of our knowledge based on the current production schedule and shall only be binding if expressly confirmed in writing.
2. The delivery period shall commence only after all technical details have been fully clarified and all documents, data, approvals, materials or advance payments to be provided by the customer have been received.
3. Force majeure and unforeseeable operational disruptions, material shortages, interruptions to energy supply, cyberattacks, governmental actions, strikes, lockouts, transportation disruptions or comparable events shall extend the delivery period by a reasonable amount of time.
4. Partial deliveries are permissible provided they are reasonable for the customer.
5. Claims for damages arising from delays in delivery shall be governed exclusively by Section 12 of these General Terms and Conditions.

§ 5 Transfer of Risk

1. Risk shall pass to the customer no later than when the goods are made available for collection at our premises.
2. This shall also apply if we have undertaken shipping, transportation or other related services.
3. Transport insurance will only be arranged at the customer’s express request and expense.

§ 6 Manufacturing Based on Drawings and Customer Specifications

1. Where production is based on drawings, CAD data, samples, models or other specifications provided by the customer, manufacturing shall be carried out exclusively in accordance with those specifications.
2. The customer shall be solely responsible for the technical accuracy, completeness, functionality, manufacturability and suitability of such specifications.
3. Verification of the design, calculations or suitability for the intended application shall only be performed if expressly agreed in writing.
4. Any recommendations or advice provided by us shall not constitute acceptance of liability for the design, engineering or suitability of the product for its intended use.

§ 7 Customer-Supplied Material

1. Material supplied by the customer will be processed without any additional incoming goods inspection.
2. We accept no liability for material defects, flaws in the raw material, hidden defects or unsuitable material properties.
3. Material losses resulting from machine setup, program testing, first article production, machining trials, process optimization or normal manufacturing scrap shall be borne by the customer.
4. If customer-supplied material is damaged or rendered unusable due to non-detectable material defects, we shall have no obligation to provide compensation.
5. Our liability for loss of or damage to customer-supplied material shall be limited to cases of intent or gross negligence.

§ 8 Manufacturing Tolerances and Over-/Under-Deliveries

1. Unless otherwise agreed, the applicable DIN, ISO and relevant industry standards in their current versions shall apply.
2. Manufacturing deviations within the agreed or applicable standard tolerances shall not constitute a defect.
3. For series production, blanket orders and repeat orders, over- or under-deliveries of up to 10% are permissible. The quantity actually delivered shall be invoiced.

§ 9 Tools, Fixtures and Production Equipment

1. Unless otherwise agreed, all tools, clamping devices, fixtures, programs, CAD/CAM data, NC programs and other production equipment manufactured or created for the execution of an order shall remain our property. The customer shall have no right to demand their surrender.
2. Storage, maintenance and replacement shall be at our discretion.

§ 10 Chucks and Special Clamping Devices

1. Chucks and special clamping devices may only be used in accordance with their technical documentation and intended purpose.
2. The selection, engineering and suitability assessment for the specific application shall be the sole responsibility of the customer.
3. We accept no liability for damage resulting from improper use, overloading, incorrect installation, inadequate maintenance or use other than for the intended purpose.
4. Safety assessments, machine approvals and risk assessments shall be carried out by the operator.

§ 11 Warranty Claims

1. The customer shall inspect the goods immediately upon receipt.
2. Obvious defects must be reported to us in writing within 10 working days.
3. Hidden defects must be reported in writing without undue delay after discovery.
4. In the event of justified warranty claims, we shall, at our discretion, either remedy the defect or provide a replacement delivery.
5. If subsequent performance definitively fails, the customer may demand a price reduction or withdraw from the contract.
6. The warranty period is 12 months from the transfer of risk. The warranty does not cover wear parts or defects and damage resulting from normal wear and tear, operational wear, improper use, overloading, incorrect installation, inadequate maintenance or use other than for the intended purpose.

§ 12 Liability

1. We shall have unlimited liability only in cases of intent, gross negligence, injury to life, body or health, or where liability is mandatory under applicable law.
2. In cases of ordinary negligence, we shall only be liable for breaches of essential contractual obligations.
3. In such cases, liability shall be limited to the foreseeable damage typical for this type of contract.
4. In all cases, our liability shall be limited to the net order value of the affected delivery or service.
5. In particular, claims for the following are excluded: production downtime, business interruption, loss of use, loss of profit, indirect damages, consequential damages, product recall costs, contractual penalties payable to third parties, third-party claims.
6. The above limitations of liability shall also apply for the benefit of our legal representatives, employees, agents and subcontractors.

§ 13 Payment Terms

1. Unless otherwise stated, invoices are payable within 30 days net without deduction.
2. The decisive factor shall be the date on which payment is credited to our bank account.
3. For new customers and international customers, we reserve the right to require advance payment, security or payment in advance.
4. If circumstances become known after conclusion of the contract that materially impair the customer’s creditworthiness, we shall be entitled to withhold outstanding deliveries, require advance payment or withdraw from the contract.
5. Rights of set-off and retention may only be exercised with undisputed or legally established claims.

§ 14 Retention of Title

1. All goods supplied shall remain our property until all present and future claims arising from the business relationship have been paid in full.
2. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business.
3. The customer hereby assigns to us all claims arising from such resale.
4. In the event of a breach of contract by the customer, we shall be entitled to repossess the goods subject to retention of title.

§ 15 Intellectual Property Rights

1. The customer warrants that the use of its drawings, data, samples or specifications does not infringe any third-party intellectual property rights.
2. Should any third party assert claims against us, the customer shall fully indemnify and hold us harmless against all such claims.

§ 16 Place of Performance, Jurisdiction and Applicable Law

1. The place of performance for all contractual obligations shall be our registered office in 09212 Limbach-Oberfrohna, Germany.
2. The exclusive place of jurisdiction for all disputes shall be Chemnitz, Germany, to the extent permitted by law.
3. The laws of the Federal Republic of Germany shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

§ 17 Severability Clause

Should any provision of these General Terms and Conditions be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.