TERMS AND CONDITIONS
Our deliveries – including services, suggestions, advice and additional services – are only made on the basis of the following conditions. Any other terms and conditions of the customer are hereby contradicted, and they will not be recognized if we do not contradict them again after we have received them.
1. CONCLUSION OF CONTRACT, SCOPE OF DELIVERY
- Our offers are subject to change. Delivery contracts, other agreements and ancillary agreements, in particular insofar as they deviate from these delivery and payment conditions, only come into effect with our written confirmation.
- The scope of delivery is based on our written confirmation. A reference to DIN regulations is a service description and not an assurance of properties.
- Our prices are ex works plus packaging and VAT.
- If contract-related costs change significantly after the contract has been concluded, the contracting parties will agree on an adjustment.
3. DELIVERY TIME
- Delivery times begin with our order confirmation, however not before all details of the execution have been clarified and all other requirements to be met by the customer have been met; the same applies to delivery dates. Deliveries before the expiry of the delivery time and partial deliveries are permitted. The day of notification of readiness for dispatch is deemed to be the delivery day, otherwise the day of dispatch.
- Agreed delivery times and dates are extended or postponed without prejudice to our rights resulting from the delay of the customer by the period by which the customer is in arrears with his obligations.
If we are in delay, the customer can set a reasonable grace period and withdraw from the contract after its expiry to the extent that fulfillment is of no interest to him.
4. DELIVERY CONTRACTS ON DEMAND
If delivery contracts on call are not called up or allocated in good time, after fruitless extension of the grace period, the customer is entitled to divide and deliver the goods themselves or to withdraw from the part of the delivery contract that is still outstanding.
5. GREATER IMPEDIMENTS AND OTHER HINDRANCES
- Force majeure events entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up time, or to withdraw from the contract in whole or in part because of the unfulfilled part. Force majeure includes strikes, lockouts or unforeseen circumstances, e.g. operational disruptions, rejects and after-treatment, which make it impossible for us to deliver on time despite reasonable efforts; we have to provide proof of this.
This also applies if the aforementioned hindrances occur during a delay or with a subcontractor.
- The customer can ask us to explain within 2 weeks whether we want to withdraw or deliver within a reasonable grace period. If we do not explain, the customer can withdraw from the unfulfilled part of the contract.
6. TEST PROCEDURE, ACCEPTANCE
- If the customer wishes that the necessary tests are carried out by us, he must inform us of this. The type and scope of the tests must be agreed before the contract is concluded.
- If acceptance is desired, the scope and conditions are to be specified until the contract is concluded. Acceptance must take place at the expense of the customer immediately after the readiness for acceptance has been reported in the delivery plant. If the acceptance does not take place, not in time or not completely, we are entitled to send the goods or to store them at the cost and risk of the customer; the goods are considered accepted.
7. DIMENSIONS, WEIGHTS, NUMBERS
- Deviations in dimensions, weights and quantities within the scope of standard tolerances, relevant DIN regulations and casting technical requirements are permitted.
- The delivery weights and quantities determined by us are decisive for the calculation.
8. PACKAGING AND LOADING AGENTS
As far as necessary at our discretion, we will pack the goods in the customary manner at the customer’s expense. At our request, packaging material and loading equipment are to be returned without prepaid freight. Credit is given in accordance with the reuse value.
9. SHIPPING AND TRANSFER OF RISK
- Goods reported ready for dispatch are to be taken over immediately, otherwise we are entitled to send them at our own discretion or to store them at the cost and risk of the customer; We are also entitled to the latter if the shipment we take on cannot be carried out through no fault of our own. The goods are considered delivered one week after the start of storage.
- In the absence of any special instructions, the means of transport and the transport route choice will be made at our discretion.
- When the goods are handed over to the railway, the freight forwarder or the carrier or one week after the start of storage, but at the latest when they leave the factory or warehouse, the risk passes to the customer, even if we have taken over the delivery.
10. PAYMENT TERMS
- Our invoices are payable without deduction up to 30 days from the invoice date.
Contract work (e.g. model production) cannot be discounted, payable within 10 days without deduction
- The customer is only entitled to withhold or offset payments due to any counterclaims, including warranty claims, insofar as there are undisputed or legally established payment claims.
- In the event of overdue payments, interest is charged in the amount of the credit costs calculated by the banks, but at least interest of 3% above the respective discount rate of the Deutsche Bundesbank.
- If the terms of payment are not complied with or facts become known that give rise to reasonable doubts about the creditworthiness of the customer, all of our claims become due immediately. The same applies to costs incurred, for services and for the work in progress and finished, but not yet delivered. In these cases, we only need to perform outstanding deliveries and services against advance payment or security and can withdraw from the contract or demand compensation for non-performance after a reasonable grace period.
Furthermore, on the basis of the title retention agreed in clause 11, we can prohibit the resale and processing of the delivered goods and demand their return or transfer of indirect ownership of the delivered goods at the expense of the customer and revoke the direct debit authorization in accordance with clause 11 letter f). The customer already authorizes us to enter his company in the aforementioned cases and to collect the delivered goods. Withdrawing the goods is a withdrawal from the contract only if we expressly declare this.
11. RESERVATION OF OWNERSHIP
- All delivered goods remain our property (goods subject to title retention) until all claims have been fulfilled, in particular the respective balance claims, which we are entitled to, regardless of the legal reason. This also applies if payments are made on specially designated claims.
- The handling and processing of the goods subject to retention of title take place for us as a manufacturer within the meaning of § 950 BGB without binding us. The processed goods are considered reserved goods in the sense of letter a). If the customer processes, combines and mixes the reserved goods with other goods, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our property expires due to connection or mixing, the customer already transfers to us the ownership rights to which he is entitled to the new stock of the item to the extent of the invoice value of the reserved goods and stores them for us free of charge. The resulting co-ownership rights are deemed to be reserved goods within the meaning of letter a).
- The customer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions and as long as he is not in default, provided that the claims from the resale in accordance with letters d) and e) pass to us. He is not entitled to dispose of the reserved goods in any other way.
- The claims of the customer from the resale of the reserved goods are already assigned to us. They serve as security to the same extent as the reserved goods.
- If the reserved goods are sold by the customer together with other goods not delivered by us, the assignment of the claim from the resale only applies to the amount of our invoice value of the reserved goods sold in each case. When goods are sold in which we have co-ownership shares in accordance with letter b), the assignment of the claim in the amount of these co-ownership shares applies.
- The customer is entitled to collect claims from the sale in accordance with letters c) and d) until we withdraw our consent. We only have the right to withdraw in the cases mentioned in section 10 letter d). The customer is never authorized to assign the claims. At our request, he is obliged to immediately inform his customers of the assignment to us and to provide us with the information and documents required for collection.
- If the value of the existing collateral exceeds the total secured claims by more than 10%, we are obliged to release collateral of our choice. The customer must notify us immediately of any attachment or other impairments by third parties.
12. DEFECTS OF THE GOODS, WARRANTY
- We guarantee the flawless manufacture of the parts we deliver in accordance with the agreed technical delivery regulations. The decisive factor for the contractual condition of the goods is the time of risk transfer.
- The purchaser must notify defects in writing immediately after receipt of the goods at the place of destination, hidden defects immediately after discovery of the fault, but at the latest within 6 months after the transfer of risk.
- In the case of an agreed acceptance in accordance with Section 6 b), the notification of defects is excluded which could have been ascertained with the agreed type of acceptance.
- We must be given the opportunity to ascertain the alleged defect. In urgent cases where operational safety is endangered or in order to prevent disproportionate damage to the customer, we have to determine the deficiency immediately. Rejected goods are to be returned to us immediately on request. If the purchaser does not meet these obligations or makes changes to the goods that have already been rejected without our consent, he will lose any warranty claims.
- In the event of a justified, timely notice of defects, we will either repair the goods that are the subject of complaint or deliver flawless replacements.
- If we do not meet our warranty obligations or do not comply with the contract, the customer is entitled to change or reduce the defective delivery item after a reasonable grace period.
- Further claims of the customer are in accordance with the prov. 15c) excluded. This applies in particular to compensation claims for damage that has not arisen on the goods themselves (consequential damage).
- Warranty claims expire 3 months after we have rejected the complaint in writing, at the earliest with the expiry of the notice period according to letter b).
13. ORDER-RELATED PRODUCTION FACILITIES, INJECTABLE PART
- Order-related production facilities such as models, templates, core boxes, molds, casting tools, devices and control gauges, which are provided by the customer, are to be sent to us free of charge. The conformity of the manufacturing facilities provided by the customer with the contractual specifications, drawings or samples handed over to us will only be checked by us on the basis of express agreements. We may change the manufacturing equipment provided by the customer if this appears necessary for casting reasons and the workpiece is not changed as a result.
- The customer bears the costs for the modification, maintenance and replacement of his production facilities.
- The manufacturing facilities are treated and preserved by us with the care that we use in our own affairs. We are not obliged to take out insurance. We can send the customer’s production equipment that we no longer need at our own risk and expense or, if the customer does not comply with our request for collection within a reasonable period of time.
- Order-related production facilities that we manufacture or procure on behalf of the customer remain our property even if proportionate costs are calculated. We will keep them for a period of 3 years after the last casting.
If the purchaser has paid full payment for production facilities as agreed, we are obliged to provide him with ownership of these production facilities within 2 years.
- The purchaser can only assert claims from copyright or commercial legal protection insofar as he advises us of the existence of such rights and expressly reserves them.
- If a production facility committee that can only be used once arises, the customer must either provide a production facility again or bear the costs of the replacement facility.
- Parts to be cast in by us must be delivered by the customer in a dimensionally correct and perfect condition. For parts that are rendered unusable by rejects, the purchaser must provide a replacement free of charge.
14. COPYRIGHT PROTECTION OF THE SUPPLIER
The customer may only use the documents and drawings made available to the customer, as well as the structural services and suggestions we have made for the design and manufacture of the castings, and may not make them accessible to third parties or publish them without our consent.
15. LIABILITY AND COMPENSATION
- In particular with regard to the intended use, the purchaser is responsible for proper construction taking into account any safety regulations, selection of the material and the necessary test procedures, correctness and completeness of the technical delivery regulations and the technical documents and drawings handed over to us as well as for the execution of the manufacturing facilities provided, even if changes proposed by us are approved. Furthermore, the purchaser is responsible for ensuring that property rights or other rights of third parties are not violated due to his tasks.
- If we are claimed by a third party for compensation for damage, the cause of which is the responsibility of the customer, the customer must release us from these claims.
- Unless otherwise stipulated in these conditions, we are only liable for compensation for breach of contractual or non-contractual obligations in the event of intent or gross negligence.
However, we are only liable for intent or gross negligence on the part of non-managerial vicarious agents if they violate an essential contractual obligation.
This regulation does not affect claims for personal injury or damage to privately used items under the Product Liability Act.
16. PLACE OF PERFORMANCE AND JURISDICTION
- The place of performance for payments is Leonberg and for all other obligations, the location of the supplying plant or manufacturing plant.
- The place of jurisdiction is Leonberg.
17. APPLICABLE LAW
For all legal relationships between the purchaser and us, the law of the Federal Republic of Germany applies exclusively, excluding the UN sales law.
18. PARTIAL INVALIDITY
Should individual provisions of these terms of delivery and payment be wholly or partially ineffective or void, the contracting parties undertake to agree to a provision which largely achieves the meaning and purpose pursued with the ineffective or void provision.