General Terms and Conditions of Sale (Effective 2025)

I. Applicability / Offers

These General Terms and Conditions of Sale apply to all contracts and services, including those entered into in the future. The Buyer's terms and conditions shall not be binding upon us, even if we do not expressly object to them again upon receipt.
Our offers are non-binding. Agreements, particularly verbal collateral agreements, promises, guarantees, and other assurances made by our sales staff, shall only become binding upon receipt of our written confirmation.
Documents associated with the offer, such as drawings, illustrations, technical data, references to standards, and statements in advertising materials, do not constitute specifications of quality, guarantees of properties, or warranties, unless they are expressly and in writing designated as such.
Deviations of the delivered item from offers, samples, trial, and preliminary deliveries are permissible in accordance with the respective DIN/EN standards or other relevant technical standards.

II. Prices

Invoices for amounts under EUR 50.00, as well as for assembly, repairs, molds, and tooling cost shares, are due immediately and payable on a net basis.
For finished goods, the Supplier grants payment within 14 days net from the invoice date. Alternatively, the invoice amount, including any ancillary costs, must be paid without deduction within 30 days of receiving the invoice. The invoice amount is due upon delivery, regardless of the circumstances. Otherwise, statutory provisions shall apply.
Prices are Ex Works, exclusive of packaging, freight, and customs duties.
All payments are to be made in Euros to the Supplier, but not to representatives.
For deliveries abroad, statutory provisions and their corresponding agreements shall apply.
The delivered goods, including packaging, shall remain the property of the Supplier until the invoice has been paid in full or the check amount has been credited. The Buyer is entitled to resell the delivered items in the ordinary course of business. The Buyer hereby assigns to the Supplier, in full, all claims arising from such resale, in the amount of the final invoice total. The Buyer is authorized to collect these claims after their assignment. However, the Supplier is entitled to collect the claims itself if the Buyer fails to meet its payment obligations properly. The Supplier is entitled at any time to request information about the assigned claims and their debtors, as well as the surrender of documents necessary for their enforcement. If the delivered item is processed or transformed by the Buyer, such processing or transformation is carried out on behalf of the Supplier. If the delivered item is processed or combined with other items not belonging to the Supplier, the Supplier acquires co-ownership of the new item in proportion to the value of the delivered item relative to the other processed items at the time of processing. The same applies to the item resulting from processing as to the goods subject to retention of title. The Supplier acquires co-ownership in the same manner in the event of commingling. The Buyer hereby undertakes to establish the Supplier's ownership at any time. The Buyer shall safeguard the sole ownership or co-ownership for the Supplier. The Supplier undertakes to release the securities to which it is entitled at the Buyer's request to the extent that their value exceeds the claims to be secured by more than 20%, provided these have not yet been settled. The following applies to the valuation of the securities (claims and items): For the items, the estimated value at the time of the decision on the release request shall be used. For the claims, the nominal value of the assigned claim at the time of the decision on the release request shall be used.
If the Supplier subsequently becomes aware of a significant deterioration in the Buyer's financial situation (e.g., enforcement measures, payment difficulties), the Supplier is entitled to amend the payment terms accordingly, in particular to deliver only against advance payment. The Supplier may unilaterally withdraw from delivery schedules.
If the Supplier makes partial deliveries, it is entitled to demand partial payments. If the Buyer defaults on payment, the Supplier is entitled, after setting a grace period with a warning of refusal, to withdraw from the remainder of the contract and claim damages for non-performance.

III. Molds (Tooling)

Injection molding, stamping, or other tools (tooling) manufactured by the Supplier itself or by a third party on its behalf are fundamentally the property of the Supplier, considering the Supplier's design and engineering contribution, but will be used exclusively for the Buyer's orders. The share of tooling costs to be invoiced amounts to 80% of the total tooling costs.
The Supplier shall store and maintain the tooling for repeat orders with the same care it exercises in its own affairs. It is not liable for damage that occurs despite proper handling, provided there is no gross negligence or willful misconduct on the part of the Supplier. It shall only bear the costs of maintenance and repair arising from normal tooling wear and tear. Its obligation to store the tooling expires if no further orders are received from the Buyer within 5 years of the last delivery.
In the event that the Buyer fails to pay for the goods delivered, the Supplier may use the tooling designated for this order for any other purpose.
The Buyer is only entitled to withdraw the tooling with the Supplier's consent if the Supplier, due to gross negligence, either fails to meet its delivery obligations or demands price increases that exceed normal inflation rates. Upon any withdrawal of the tooling, the remaining 20% of the total tooling costs shall become due.

IV. Intellectual Property Rights

If the Supplier is to deliver items according to drawings, models, or samples provided by the Buyer, the Buyer warrants to the Supplier that the manufacture and delivery of these items do not infringe upon any third-party intellectual property rights.
If a third party prohibits the Supplier from manufacturing and delivering items based on an intellectual property right belonging to said third party, the Supplier is entitled - without being obligated to examine the legal situation - to cease manufacture and delivery and to demand compensation from the Buyer for the costs incurred, to the exclusion of all claims for damages by the Buyer. The Buyer reserves the right to prove that the third party's rights have not been infringed. This proof must be provided with the same level of evidence as the claim made against the Supplier by the third party.
The Buyer undertakes to indemnify the Supplier immediately against any third-party claims for damages. For all direct and indirect damages arising from the infringement and assertion of any intellectual property rights, the Buyer shall, at the Supplier's request, provide a reasonable advance payment.
Submitted samples or drawings will only be returned upon request. If an order is not placed, the Supplier is permitted to destroy samples and drawings 3 months after submitting the offer.

V. Supplied Parts

If parts are supplied by the Buyer, e.g., metal parts to be pressed or molded, the Buyer is obligated to deliver them free of charge to the Supplier's plant, with a surplus of 5-10%, as agreed, to account for potential scrap. Delivery must be timely, in perfect condition, and in quantities that allow for uninterrupted, orderly, and timely processing by the Supplier.
The Supplier shall report defects in the supplied parts immediately upon their discovery in the ordinary course of business. The Buyer hereby waives the objection of delayed notification of defects in this regard.
In the event of late, insufficient, or defective delivery of supplied parts, the Supplier shall not be liable for any resulting delays. The Supplier is particularly entitled to suspend further production until proper and sufficient parts have been delivered. In such cases, the Buyer is obligated to reimburse the Supplier for any additional costs incurred. Other consequences of delay remain unaffected.

VI. Delivery Period for Tooling

The delivery period for tooling commences upon receipt of all necessary documents for order execution and the agreed-upon down payment.

VII. Delivery Period for Finished Goods

The delivery period for finished goods commences with the supplier's order confirmation.
Subject to a binding order, the Supplier will choose the shipping route and method at its discretion.
Partial deliveries are permissible, provided the Buyer has no lack of interest in the partial delivery.
The Supplier reserves the right to deliver up to 10% more or less than the ordered quantities, unless such deviations are unreasonable for the Buyer.
An event of force majeure releases the Supplier from its contractual obligations for the duration of the hindrance; if it lasts for more than 6 months, the Supplier may withdraw from the contract.
Force majeure shall also include accidents and all other causes that lead to a partial or complete cessation of work at the Supplier's premises, such as material shortages, fuel shortages, transport difficulties, energy supply problems, operational disruptions in its own plant or in the plants of its sub-suppliers, provided these disruptions are not the fault of the Supplier and cannot be overcome with reasonable effort. These provisions on force majeure shall apply accordingly to labor disputes at the Supplier's plant or at third-party plants. Lawful labor disputes (including those at third-party plants) release the Supplier from liability for delays and impossibilities. In the case of unlawful labor disputes at the Supplier's plant or at third-party plants, the Supplier is liable for delay and impossibility only in the event of fault.
If no delivery period is agreed upon, the Supplier has the right to demand acceptance (of the goods) within a reasonable period or to withdraw from the contract and claim damages. If the Supplier demands acceptance and the Buyer refuses, immediate payment of damages may be demanded even before the goods are completed. If the Supplier has accordingly demanded acceptance, raw materials, already manufactured semi-finished parts, etc., required for the completion of the goods, as well as the goods themselves as soon as they are finished, shall from that point be stored at the Buyer's expense and risk at the Supplier's premises.
If the Supplier has not withdrawn from the contract pursuant to Section VII, 7, the Buyer remains obligated to accept the delivery despite the delay.

VIII. Transfer of Risk

The risk (risk of performance and counter-performance) shall pass to the Buyer upon the provision of the goods at the Supplier's premises and notification of their availability, or in the case of a fixed collection date, upon provision and the passing of the collection date, and at the latest upon handover of the goods to the Buyer or to the engaged transport personnel. The place of performance is the respective delivery plant of the Supplier.
Breakage of the delivered goods does not entitle the Buyer to rescind or request a price reduction. The packaging is carried out with the utmost care. Upon the Buyer's written request, the goods will be insured at the Buyer's expense against breakage, transport, and fire damage.

IX. Warranty / Liability

The quality and execution of the manufactured goods are determined by the average approval samples submitted by the Supplier to the Buyer for inspection, or by other bindingly agreed-upon specifications.
The Buyer bears sole responsibility for the correct structural design of stamped and injection-molded parts, as well as for their practical suitability, even if advised by the Supplier during the development process. Otherwise, the Supplier's obligations are governed only by the approved samples mentioned in Section IX, 1, and other relevant specification documents (drawings, written specifications).
If there are justifiable defects in the goods giving rise to a warranty claim, the Supplier reserves the right to fulfill the warranty through rectification or replacement delivery. Should rectification or replacement delivery fail, the Buyer's rights to rescind or request a price reduction remain unaffected. If warranty rights are asserted due to the defectiveness of the delivered goods, the Buyer is not entitled to rights of retention due to the defectiveness until the defects have been acknowledged, are ready for decision, or have been legally established.

X. Limitation of Liability

The Supplier is liable only for intent and gross negligence on the part of its legal representatives and vicarious agents. In the case of simple negligence, the Supplier is liable only if a material contractual obligation is violated. These limitations of liability apply to all conceivable grounds for liability. The above restrictions do not apply in the case of liability for guaranteed characteristics and under the Product Liability Act.

XI. Place of Jurisdiction

The place of performance for all obligations arising from this contract is the Supplier's registered place of business. The exclusive jurisdiction for all legal disputes shall be the ordinary courts responsible for the Supplier's registered place of business.
For subsequent orders, a reference by the Supplier to these conditions is sufficient to make them solely applicable to subsequent orders.
Should any individual provision of these delivery and payment conditions become or be rendered ineffective due to existing law, the validity of the remaining provisions and the contract shall not be affected.
The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the conflict of law rules and international/common law, even to the extent that it is incorporated into German law.
For merchants, the exclusive - and international - place of jurisdiction is the Regional Court of Traunstein. However, we are also entitled to bring an action at the Buyer's general place of jurisdiction.