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1. Scope

1.1
Unless expressly agreed otherwise in writing, the following General Terms of Sale, Delivery and Payment apply to all contracts, deliveries and other services, including consultation services and the provision of legal information by this firm.

1.2
By placing an order and/or receiving our supply or service, the customer expressly accepts the General Terms of Sale, Delivery and Payment (hereinafter referred to as "General Terms").

1.3
Terms agreed with the customer in individual arrangements or master contracts expressly have precedence over these General Terms. In such a case, only the provisions in these General Terms for which no express agreement is contained in the master contract or individual arrangement apply.

1.4
These General Terms expressly also apply to all business transactions, present or future, with the customer.

1.5
The application of customer´s deviating or additional business terms of any kind is expressly excluded even if we have not opposed to such terms. The customer hereby accepts expressly that his deviating terms apply only if we have expressly accepted them in writing.

2. Offer/conclusion of contract

2.1
All offers made by our employees or in catalogs and sales material or in the internet are not binding on us unless they are expressly declared to be binding. They are merely intended as a request to the customer to submit an offer as intended by law.

2.2
An order which a customer places with us is not accepted unless confirmed in writing or carried out by us without delay or by the agreed date after receipt of the order. In the last-named case, the delivery note or the invoice of the goods is considered as order confirmation.

2.3
Oral agreement or promise by an employee or commercial agent which is not covered by a written statement issued by us in order to be legally binding requires our written confirmation. The agreement is deemed accepted by us if confirmed in writing or carried out by us without delay or by the agreed date after receipt of the order. In the last-named case, the delivery note or the invoice of the goods is considered as order confirmation.

2.4
Services by this company which are in addition to the duties of a seller, for example, the consultation or planning services, and the provision of work, require separate agreement and are only provided against payment.

3. Prices/price lists

3.1
Our prices are ex-works prices, plus common type of packaging. The prices in effect at the time of placing the order apply.

3.2
Value-added tax is not contained in the price and is charged separately at the applicable rate.

3.3
If the term of delivery is more than 1 month from the date of the contract, the customer expressly agrees here and now that we are entitled to charge the list price effective at the date of delivery.

4. Delivery

4.1
All deliveries are made ex works, unless agreed otherwise with the customer. If we ship the goods to the customer, the goods are shipped / dispatched at the customer´s risk. Even if we pay for goods, such payment does not result in a transfer of the risk of shipment / dispatch to us.

4.2
If the dispatch is delayed on the customer´s request or fault, the goods are warehoused by us at the cost and risk of the buyer. In this case, the information that the goods are ready for shipment to the buyer has the same effect the dispatch would have.

4.3
We are entitled to ship up to 10% more or less than agreed. The excess/short shipment will be considered for calculating the invoice amount.

4.4
Unless other terms are agreed between us and the buyer, the goods are dispatched by a reasonable route packed as selected by us. The cost of transportation / dispatch are charged to the buyer.

4.5
It is expressly agreed between us and the buyer that partial deliveries are permitted to an extent which the buyer can be expected to tolerate and such partial consignments can be invoiced as performance of the contract.

4.6
Delivery dates and periods are only binding if they are confirmed by us in writing and the buyer provides in time all information and documents required to effect the delivery and downpayment if agreed has been received. Agreed periods commence on the date the order is confirmed by us in writing. These periods extend if an order is extended or added-to later.

4.7
The period of delivery also extends (including in cases of delay internal to us) reasonably in events of force majeure and any unforeseen hindrance occurring after the date of the contract for which we are not responsible (particularly also disruption of operations, strike, lockout and disruptions of transport and traffic routes, delay on the part of our suppliers) if it can be proved that such hindrance affects the delivery of the contract goods. The same applies if such events hit our suppliers or any of their suppliers. If the end of the event cannot be foreseen or if the event lasts for more than two months, we can withdraw from the contract without incurring liability. The buyer can withdraw from the contract if we are responsible for the delay and an extension set by the buyer has lapsed and the situation has not been remedied. We are not liable for cases in which our suppliers are responsible because it is agreed that they are not our agents. In this case we are obliged, on the buyer´s request, to assign to the buyer claims, if any, which we can make on the supplier.

4.8
Notwithstanding any other rights due to us, we can withdraw from the contract without delay if an extension of time granted to the buyer for acceptance of the delivered goods lapses and the goods are not accepted within that time. In this case, the buyer cannot claim damages and/or compensation of expenses from us.

5.Quality agreement

5.1
It is expressly agreed that the contract goods can deviate in color, dimensions and design unless the deviation prevents the technical use of the goods. Deviations in colour, dimension and design are not considered as defect as defined by law.

5.2
Our contract goods are considered to be free of defect if they are of the agreed quality and/or suitable for the intended purpose.

6. Payment

6.1
Our invoices are due for payment within 14 days without deduction, unless agreed otherwise.

6.2
If the buyer fails to make payment within 14 days, we can charge interest at the rate of 10% above the respective base rate on the amount whose payment is delayed.

6.3
An invoice is deemed to have been received two working days after posting as evidenced.

6.4
Buyer´s payment by note or check is not considered to be performance of payment unless with our agreement. If and to the extent to which we agree that payment can be made by note or check, the amount will be credited when actually received, less expenses, to the day of valuation at which we can irrevocably dispose of the amount.

6.5
If the buyer delays payment of instalments or final payment, we can return the goods without any further reminder to the buyer. If the buyer´s premises must be entered in order to return the goods, it is agreed hereby that in such a case the buyer allows us entry to his premises and we can take possession of the goods delivered to the buyer. If the goods are still in our warehouse, we can forbid removal of the goods by the buyer.

6.6The buyer is not entitled to refuse payment or retain part of the money due to us if the buyer was aware of the defect or other cause of complaint at the time of concluding the contract. The buyer can only retain money or set off an amount against amounts due from us from all business transacted with the buyer or under an individual contract if the buyer´s claim has been accepted, is not in doubt or finally stated in a court judgment. The mere fact that we do not reply to a claim does not mean that we accept or buyer´s claim or that it is not disputed. The above provisions also apply mutatis mutandi if the buyer denies performance.

7. Subcontractors

We are expressly entitled to engage subcontractors in the performance of our contractual duties.

8. Disposal

8.1
The proper disposal of the packaging material and the contract goods is alone the buyer´s duty.

8.2
If the packaging material can be reused and is without damage, the customer is obliged to return it to us at his own cost and risk.

9.Retention of title/ extended reservation of title

9.1
We reserve the title to the goods until all outstanding amounts from our business relation with the customer, including future payments, including payments under contracts concluded at the same time or later, are paid in full. This also applies if any or all outstanding amounts are included in a current invoice and the account balanced and accepted by us.

9.2
If the goods title to which we retain are processed into other mobile products, such processing is for us with the proviso that we are under no obligation in this respect. The new products become our property. If such goods are processed together with goods not owned by us we acquire co-ownership of the new product in the proportion of the value of the goods title to which is retained and the other goods at the time of processing. If the goods title to which we retain is combined, mixed or mingled with goods not owned by us, we become the co-owner according to the statutory provisions. If by combining, mingling or mixing the buyer acquires the sole ownership, he assigns to us here and now co-ownership in the proportion of the value of the goods title to which is retained and the other goods at the time of such combination, mixing or mingling. In any of these cases, the buyer is obliged to safekeep free the goods owned or co-owned by us, title to which is also retained by us as described above. The buyer can sell, use or install the goods title to which is retained only in the ordinary course of business. If goods title to which is retained are sold alone or together with goods not owned by us, the buyer hereby, i.e., at the time of concluding the contract, assigns all claims in the full value of the goods title to which is retained, together with all subsidiary rights and ranking prior to the rest. We hereby accept the assignment. The value of the goods title to which is retained is our invoice amount, which is not considered if a third party makes a claim against it. If we are the co-owner of goods title to which we retain, which are sold, the assignment is for the amount corresponding to our prorated co-ownership.

9.3
Subject to recall, we entitle the buyer to collect all amounts assigned to us under the preceding clauses. We will not exercise our right to collection as long as the buyer makes all payments from our commercial relations with him. If requested by us, the buyer is obliged to disclose the identity of the debtors of the assigned receivables and inform them of the assignment without delay. We are also entitled and empowered to disclose the assignment to the debtors directly. If so requested, the buyer shall disclose to us without delay the business addresses and private addresses of the customers to whom the goods title to which is retained or goods of which goods delivered by us are a substantial component were sent. The buyer is also obliged to submit a list of all payments received from buyers of such goods and all outstanding amounts on deliveries made.

9.4
The buyer is obliged to inform us without delay of any execution into the goods title to which is retained or in assigned receivables and at the same time submit all documents to enable us to file an objection according to the foregoing provisions.

9.5
If the buyer ceases to make payment and/or files a petition for opening insolvency proceedings and/or a decision to open bankruptcy proceedings, the buyer automatically is no longer entitled to sell, use or install goods title to which is retained or collect any assigned amounts. This does not apply to any rights of the receiver for which a disposition cannot be made.

9.6If the value of the securities provided exceeds our total receivables by more than 20 per cent, we are obliged to release or return that part of the securities at our option. The title to the goods title to which we retain and to all assigned outstanding amounts passes to the buyer when all amounts outstanding from our business relations with the buyer have been paid.

10.Notification of defect/warranty for defects

10.1
The buyer is obliged to inspect the goods for short delivery and quality defects without delay. Obvious defects must be communicated to us in writing within 10 days. Otherwise, the statutory provisions, particularly § 377 HGB, apply.

10.2
The buyer is obliged to make available to us the goods or sample of the goods to which the complaint relates for inspection without delay. If the buyer refuses this and is responsible for such refusal, we are under no obligation regarding warranty for defect. Inspection or testing of he contract goods is not an agreed inspection or test or an agreed negotiation as intended by law and does not stay the period of limitation.

10.3
If a complaint is justified, we can decide the rectification (replacement or repair) considering the nature of the defect and the interests of the buyer.

10.4
The buyer shall inform us without delay about every warranty case communicated by a consumer or customer.

10.5
The time bar for our claims for warranty defects on the buyer is 12 months.

10.6
The buyer´s claims on us under a right of recourse pursuant to §§ 478, 479 BGB are not affected by the foregoing provisions. Claims under recourse are only possible to the extent to which the law obliges the buyer to pay to his customers the claims made on us with reference to §§ 478, 479 BGB, provided all requirements of appointing dates and cut-off periods are observed.

11.Indemnification/reimbursement of expenses

Claims for indemnification and reimbursement of expenses (hereinafter: "claims for indemnification") for whatever reason, particularly for violation of duties in fact or tort, are excluded. The above does not apply if a guarantee or procurement risk is involved. It does also not apply unless liability is implied by law, e.g., pursuant to product liability legislation, in cases of gross neglect, violation of life, body or health and infringement of essential duties of contract. Indemnification for infringement of essential duties of contract is limited to the foreseeable damage typical of the contract, except gross neglect or liability for violation of life, body or health. This does not include a change of the onus of proof to the detriment of the buyer.

12.Liquidated damages

We are obliged to accept liquidated damage or any consequence of delay which the buyer has agreed with his customers only if our liability is on the merits and to the extent to which the liquidated damages or consequences of delay were communicated to us in writing before the contract was concluded.

13.Copyright

We reserve all rights in the documents used in the business relations with our customers (in particular, illustrations, drawings, measures and weights) or samples, tools. etc. provided. These must not be disclosed to any third party and must be returned to us on request without delay. All documents, tools, etc. remain our property. Disclosure of such documents to a third party is not permitted unless with our prior written approval.

14.Payment of instalments/provision of security

14.1
We are entitled to send the buyer invoices for partial amounts or advance payment up to an amount not exceeding the full amount of the contract. If the buyer fails to make payment to us within 14 days of the invoice date, we are not obliged to make delivery the goods physically or by the agreed date until and unless the outstanding partial amounts or advance payments have been made. Dates of delivery confirmed by us are postponed accordingly. If the buyer fails to pay the partial amount or advance payment within reasonable time despite a repeated reminder from us, we can withdraw from the contract without any further formality. In any such case, the buyer cannot claim damages or reimbursement of expenses.

14.2
If after the conclusion of contract we become aware of facts, especially delay of payment for earlier deliveries, which would convince a prudent businessman that payment of the purchase price was doubtful because of the buyer´s lack of capacity, we are entitled - after setting a reasonable time limit - to require the buyer on the latter´s option to pay on delivery or provide appropriate security and to withdraw from to contract if the buyer refuses either, in which case all invoices for partial deliveries already made by us become due for payment without delay.

15.Production

15.1
The customer confirms expressly that he has informed himself of our production before placing the order or that he does not intend to inform himself of our production.

15.2
The customer accepts the production as being state-of-the-art for the contract goods.

15.3
Products which the customer releases after inspection of the first sample are deemed to be free of defects under the terms of the contract and in relation to this product if the technical usability of the contract goods is the same as that of the first samples.

16.Legal venue/place of performance/applicable law

16.1
Place of performance for all supplies and services is the place of business of this firm. The legal venue for all disputes between us and the buyer is Heilbronn. We can also sue the buyer at his place of business.

16.2
The legal assessment of the relations between the contracting parties is exclusively subject to the formal and material laws of the federal Republic of Germany to the exclusion of the UN Convention for the International Sale of Goods (CISG). Also excluded is the incorporation of terms of foreign law in German private international law which would result in the application of provisions in foreign law or foreign legal venues.

17.Ancillary verbal agreement

No ancillary verbal agreements have been made. Modifications and additions to the General Terms, in order to be effective, must be made in writing. The requirement of written form also applies to its waiver. It is expressly agreed between us and the buyer that an implied intention of deviating from the requirement of written form is expressly excluded.

18.Partial invalidity

If a provision or any part of a provision of this contract should be or become ineffective or unenforceable, this does not affect the other provisions. The ineffective or unenforceable provision or part thereof will be replaced by a provision which comes closest to the purpose of the ineffective or unenforceable provision. If the parties fail to come to an agreement, the ineffective or unenforceable provision of part thereof will - if the parties so desire - be replaced by the statutory provision that comes closest to the purpose of the ineffective or unenforceable provision.