Terms and conditions of sale and service (April 2016)

1. The following terms and conditions of sale and service apply exclusively to all sale and service transactions. Conflicting or differing terms and conditions in general and, in particular, the terms and conditions of purchase of our customers will not be accepted. The terms and conditions of sale and service apply to all business transactions between the parties, without the seller having to send these terms separately in each individual case.

2. All illustrations, drawings and weight specifications included in the various documents accompanying the contract are to be deemed approximate only and shall not be construed as a guarantee of the specifications of our products. This does not release the customer from the responsibility to check our information and recommendations before using the product for the intended purpose.

3. We retain intellectual property rights and copyright to all cost estimates, drawings and other documents. These documents may not be disclosed to third parties. All drawings and other documents must be returned to us promptly at our request if the contract is not concluded or implemented for whatever reason.

4. Our confirmation letter and these terms and conditions of sale and service define the rights and obligations of the parties. To be effective, any verbal side agreements and arrangements, including those with representatives, must be confirmed in writing.

5. All prices are quoted in EUR, ex works and exclude packaging. We reserve the right to adjust our prices if more than four months have passed between contract conclusion and performance and if the factors underlying the price calculations have changed during this period. If the customer suspends payments, any discounts, bonuses, etc. previously granted will be revoked and the gross prices will become payable. Bills of exchange and cheques are only accepted subject to clearance. The payment is only considered to have been made once the cheque or bill of exchange has cleared.

6. We are entitled to charge a handling fee of EUR 20 on all orders with a net goods value of EUR 100 or less. The minimum order quantity for all components and equipment is the packaging unit.

7. We are entitled to make partial deliveries to the extent that this is acceptable to the customer.

8. All goods are shipped at the risk and expense of the customer. In the absence of any arrangements, we will use our reasonable discretion to dispatch the goods. We are under no obligation to choose the cheapest delivery method. We shall only arrange insurance for the supplied goods at the express request of the customer. The cost of insurance shall always be borne by the customer. As a general rule, all deliveries are made on an ex works basis (Incoterms 2010 “EXW”).

9. The risk, including the risk of the goods being seized or confiscated, is transferred to the customer upon handover to the forwarding agent or carrier, but no later than upon leaving our factory. This also applies to e.g. carriage paid, FOB and CIF transactions.

10. Unless agreed otherwise, all invoices of the seller shall be paid promptly in full no later than within 30 days of the invoice date.
We shall only grant customers a credit period for payment if we are not forced to recover items in court, the payment for which is outstanding, and we do not become aware of circumstances that may represent a threat to our assets. In this case, all payables of the customer, including those which are not yet due under the agreement, will become payable. If we withdraw the credit period for payment, we will be entitled to demand immediate cover for any accepted bills of exchange before they become due. All collection costs, including telephone or wire transfer expenses, shall be borne by the customer. The customer is only entitled to set off undisputed or legally established claims.

11. By way of derogation from the statutory rights, our liability in the case of justified material defect claims is as follows:

a) any defective parts or services shall be, at our option, either repaired, replaced or delivered again free of charge.

b) we shall have three attempts to remedy the defect in accordance with paragraph a) above. If we are unable to rectify the defect, the customer will be entitled to exercise the rights afforded to them by law. Claims for damages are, however, excluded if we cannot be held liable in accordance with Section 12.

c) The customer shall inspect the supplied goods or services provided immediately upon receipt and notify us promptly of any identified defects (Article 377 of the German Commercial Code [HGB]).

Our liability does not extend to natural wear and tear and defects caused by improper or careless handling, excessive use or the use of unsuitable equipment. The same applies to modifications, repairs or maintenance performed by the customer or a third party without our prior written consent.

d) We do not accept any liability for material defects with respect to deliveries of goods manufactured by third parties. We hereby assign our claims against the supplier of the third-party products to the customer.

e) The limitation period for defects is one year, unless a five-year limitation period is required by law.

12. Claims for damages due to defects or breaches of contractual obligations are excluded.

This does not apply to damage resulting from injury to life, body or health due to a negligent breach of duty on our part or intentional or negligent breach of duty on the part of our statutory representatives or subcontractors or other damage caused by a grossly negligent breach of duty on our part, the part of our statutory representatives or subcontractors.
This is without prejudice to the right of the customer to terminate the contract due to a breach of duty which does not involve a defect in the purchased goods or works,
as well as claims under the Product Liability Act.

13. Events of force majeure (e.g. strikes, lockouts, acts of war and mobilisation, disruptions - whatever the cause -, delayed or insufficient number of cars provided by Deutsche Bahn AG, closure of railway lines) absolve both parties from adherence to agreed delivery periods.

14. The place of performance for all obligations arising from this agreement is Norderstedt, Germany. This also applies to any cheques and bills of exchange accepted as payment.

15. If the customer is a business, the place of jurisdiction for any disputes arising from the contractual relationship, whether directly or indirectly, is Norderstedt, Germany. The contractual relationship is governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on the Sale of Goods (CISG).

16. We reserve the right to terminate this agreement and any other contracts concluded between us and the customer if we become aware of circumstances indicating that the financial situation of the customer has deteriorated considerably. We shall notify the customer promptly of our intention to terminate the agreement. We also reserve the right to terminate this agreement if the customer fails to pay our outstanding invoices.

17. We retain title to the goods - including goods supplied abroad - until all claims against the customer which arise from the business relationship have been settled in full. Until this date, any attachment of goods, transfer of ownership by way of collateral and similar transfers are prohibited. Only resellers and contractors under contracts for work or services are permitted to resell and reuse retained goods in the ordinary course of business with the proviso that the reseller or contractor receives immediate payment or the title will be transferred to the third party after the purchase price has been paid in full.
Our consent to the transfer of ownership to the third party is conditional upon these conditions being met. In an abundance of caution, the customer shall, in the case of the goods being resold or reused, assign their future purchase price or wage claims upon conclusion of a transaction to us without the need for a formal request. Until further notice, the customer is authorised to collect the new claim. Where we process the goods delivered to the customer, we acquire joint ownership of the new item in proportion to the relationship between the value of the goods we have supplied and the value of the combined item.
If the goods are seized by a third party, the customer is required to notify the enforcing body / officer of the retention of title.
They are also obliged to notify us immediately by registered letter, enclosing the report on assets seized and a declaration in lieu of an oath confirming that the seized goods are identical to the goods falling under the retention of title which we have supplied and which have not yet been paid for in full. Any intervention costs shall be borne by the customer. If the customer suspends payments, they shall promptly make a detailed list of available products we have supplied and the assigned receivables and submit this list to us.
If the value of all security interests we are entitled to under Section 1 exceeds the amount of all secured claims by more than 20 percent, we shall release the relevant part of the security interests at the request of the customer.

18. We store personal data in connection with business transactions, and we process this data in-house.

19. Due to possible variations in the manufacturing process, we reserve the right to make an under or over delivery equivalent to up to 5% of the order volume.

Terms and conditions of purchase (April 2016)

1. Orders must be confirmed promptly in writing, expressly confirming the prices, discounts and delivery times. We reserve the right to cancel a previously placed order at any time if the supplier fails to confirm the acceptance of an order in writing within 14 days of receipt.
Differing prices, discounts and delivery or production dates are not binding for us unless we expressly confirm this in writing. Deliveries are made in accordance with our terms and conditions. Terms and conditions of the supplier will not be accepted. To be effective, any changes or additions to orders must be expressly confirmed by us in writing.

2. The goods ordered shall be received on the agreed delivery dates and at the delivery address specified; if the supplier fails to deliver the goods by the dates specified despite being given a warning and a reasonable grace period, we will be entitled to withdraw from the contract in whole or in part. Where release purchase orders are used, we are entitled to determine the release date and quantity based on our operating circumstances, without this giving rise to any entitlement of the supplier to demand compensation or to invoice us for the deferred quantities. Over and under deliveries are permitted only with our consent.

3. The goods shall be dispatched and delivered to the delivery address specified at the expense and risk of the supplier. The supplier shall send us a dispatch notice immediately upon dispatch detailing the content and the relevant order codes and numbers. In addition, the supplier shall enclose two identical delivery notes to the delivery. Where the parties have agreed to calculate prices on an ex works or ex warehouse basis, the supplier shall always use the cheapest mode of transport available, unless we have expressly requested a specific mode of transport.
The supplier shall bear any additional expenses incurred in an effort to adhere to the agreed delivery dates, e.g. the cost of an express consignment. We shall only cover the insurance costs if this has been expressly agreed with the supplier.

4. The cost of packaging shall be calculated at cost price to the extent that this is not already included in the agreed price. If we return the goods, the supplier shall provide us with a credit note equal to at least 2/3 of the calculated value of the goods. The supplier shall send us two copies of the credit note containing all the data specified in the purchase order.

5. Invoices shall be drawn up promptly and for each order separately in two copies specifying the order reference and individual item numbers.

6. We shall pay invoices after we have received the invoice and the goods or services, at our option, either: within 14 days applying a 2% discount or within 30 days in full.
Where advance or progress payments have been agreed, this shall not be construed as acceptance of the conformity of the respective supplied goods or services under the terms of the agreement.
We do not accept cash on delivery payment terms. The supplier is not entitled to assign claims against us without our express written consent.
The supplier shall only be entitled to retain title to the goods if this has been agreed with us separately outside the terms and conditions of the supplier.

7. Our requirements as regards dimensions, quality and configuration shall be strictly observed. The liability for material defects and defects of title is governed by applicable laws and regulations.
We are entitled to give notice of defects within 4 weeks of receipt of the goods, which extends to 2 weeks of discovery in the case of hidden defects. If the goods supplied have been mixed or otherwise combined with other items and the composite new product turns out to be defective, we will be entitled to exercise our statutory rights unless the supplier can prove that the defect is not attributable to its goods.

8. The supplier undertakes to comply with all the relevant statutory requirements as regards the execution of the items to be supplied, including accident prevention regulations, noise abatement measures and generally accepted safety rules (e.g. DIN, VDI, DVDE, VdTÜV, DVGW, EC Directives, etc.). The supplier shall comply in full with the provisions of the legislation on equipment safety (Maschinenschutzgesetz [Equipment Safety Act]). Machinery shall comply with the accident prevention regulations of the Berufsgenossenschaft Feinmechanik und Elektronik (Trade Association for Precision Mechanics and Electrical Engineering).

9. Any models, samples, tools, drawings or other documents made available to the supplier remain our property. Unless otherwise agreed, these shall be returned in a usable condition no later than with the delivery of the remaining goods without the need for a formal request and may not be passed on or made accessible to third parties without our written consent. Any products manufactured to our specifications, drawings or models shall not be supplied or made available to third parties.

The supplier shall provide information on the composition of the delivered goods upon request to the extent necessary to comply with requirements laid down by public authorities in Germany and abroad.
The Supplier shall provide us at our request with all the certificates, test reports, etc. necessary for automotive and aerospace industry materials free of charge and enclose these with the relevant delivery at the latest.

The cooperation with the International Aerospace Quality Group (IAQG) and its subdivisions down to the national level also includes the “right of access” to records and information relating to the ICOP (Industry Controlled Other Party Scheme) for IAQG member firms and the competent authorities.

10. The supplier hereby expressly represents and warrants that the supplied goods are not subject to industrial property rights or patents of third parties, etc., which may be detrimental to our interests. However, should such rights exist, we will be entitled to terminate the agreement without notice. The supplier shall indemnify and hold us harmless against the infringement of third-party property rights. This is without prejudice to the exercise of the statutory rights afforded to purchasers of products.

11. Any materials provided remain our property and shall be stored, labelled and managed separately, and may only be used to execute our orders. The supplier is liable for any diminished value or loss of such items. The items created using the material provided will become our property once the manufacturing process is complete and should be treated accordingly.

12. The place of performance for all obligations arising from this agreement is Norderstedt, Germany. This also applies to any cheques and bills of exchange accepted as payment. The place of jurisdiction is Norderstedt, Germany.

13. The contractual relationship is governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on the Sale of Goods (CISG).

14. If a claim is brought against us under the German Product Liability Act and the damage is attributable to a component we obtained from the supplier, the supplier undertakes to indemnify us in full against these claims for damages.

15. If any provision of these terms and conditions of purchase is held to be invalid, the validity and enforceability of the remaining terms and provisions will not be affected or impaired thereby (see Article 139 of the German Civil Code [BGB]).

16. We store personal data in connection with our terms and conditions, and we process this data within our group.