Terms and Conditions

I. Business Transactions

§ 1 Scope

For all business transactions between us and the buyer, client, or purchaser, hereinafter referred to as the “Purchaser,” these General Terms and Conditions (GTC) shall apply exclusively in addition to any other contractual agreements. We do not recognize any other terms and conditions of the Purchaser—even if we provide services or accept payments without reservation—unless we have expressly agreed to their validity in writing.
This also applies to general terms and conditions outside the Purchaser’s standard purchasing conditions, in particular, but not limited to, framework supply agreements, QSVs, or contracts for work or services, provided the terms are used repeatedly by the Purchaser and were not negotiated with us.
These GTC apply only to business transactions with entrepreneurs within the meaning of § 14 of the German Civil Code (BGB).
These GTC shall also apply to all future business relationships without the need for re-incorporation, until new GTC are issued by us.
All agreements made between us and the Purchaser during contract negotiations must be documented in writing for evidentiary purposes and confirmed by both parties.
Side agreements, subsequent amendments to the contract, and the assumption of guarantees—especially assurances of characteristics—or the assumption of procurement risk must be made in writing if they are issued by persons not authorized to represent us.
Our silence does not imply consent, insofar as obligations are derived for us.

§ 2 Project Planning and Consulting

If project planning or consulting is provided by us, the Purchaser must provide all necessary or relevant information and documents in full.
The Purchaser is obliged to independently verify the feasibility and underlying assumptions of project planning and consulting before implementation and to immediately notify us of any objections. This also applies to any preliminary drafts.
Our project planning and consulting services are performance-related and refer exclusively to the services and products provided by us. They serve only as guidance for the Purchaser and do not guarantee that they represent the best or most cost-effective solution. They do not include independent consulting unrelated to a contract, i.e., advice given without the sale of products or services by us.
Our application-related advice, whether verbal or written, does not exempt the Purchaser from verifying the suitability of products or services for the intended use.
Our consulting services are based on empirical values. If our advice relates to circumstances beyond our control, such as the composition of raw materials or the performance of subcontractors, the advice is non-binding. No advice is implied by omissions.
Provided that the products supplied or services rendered by us are free of defects, their use or processing is solely the responsibility of the Purchaser.

§ 3 Contract Conclusion

Our offers are non-binding and are considered an invitation for the Purchaser to submit an offer.
As a rule, the order placed by the Purchaser constitutes an offer to conclude a contract.
Our acceptance of the order takes place within 4 weeks, unless another acceptance period has been agreed, in the form of an order confirmation signed by us and provided to the Purchaser.
Our services are determined by the content of the order confirmation.
The initial processing of an offer is generally free of charge. Further offers and draft work are only free insofar as the contract becomes valid and remains in effect.
Descriptions and illustrations of our products and services in technical documents, catalogs, brochures, circulars, advertisements, and price lists are non-binding unless their inclusion in the contract has been expressly agreed. They do not exempt the Purchaser from conducting their own checks.
Product and service descriptions on the internet are necessarily of a general nature; if the Purchaser wishes to derive binding quality agreements or suitability for a specific application, reference must be made to this in the order.
The Purchaser must provide all information necessary for the execution of the order. This applies to all deliveries, services, work contracts, and other services provided by us. This includes, but is not limited to, information on article designation, quantity, dimensions, material, composition, pre-treatments, processing specifications, treatment instructions, storage, standards, and all other technical parameters and physical data.
Missing, incorrect, or incomplete information is explicitly considered not agreed and does not create any obligations for us, whether in terms of performance, warranty, or liability for damages.
If the order placed by the Purchaser deviates from our offer, the Purchaser must clearly indicate the deviations.
We are entitled to obtain additional information necessary for the proper execution of the order.
Orders should be placed in writing or electronically (EDI); verbal or telephone orders are executed at the Purchaser’s risk.
If the Purchaser withdraws an order accepted by us, we are entitled—without prejudice to claiming higher actual damages—to charge 10% of the delivery or service price for costs incurred in processing the order and for lost profit. The Purchaser may provide evidence of lower damages.

§ 4 Call-Offs

For call-off supply contracts, unless otherwise agreed, binding quantities must be communicated to us by call-off at least 3 months before the delivery date. In individual cases, it may be necessary to extend this period, e.g., due to material lead times.
Additional costs resulting from delayed call-offs or subsequent changes to the call-off in terms of timing or quantity caused by the Purchaser shall be borne by the Purchaser; our calculation shall be authoritative.
Unless otherwise agreed, all call-off orders must be accepted within one year after the order is placed, without the need for a formal acceptance request. Once this period has expired, we are entitled to invoice the delivery or service items and ship them at the Purchaser’s cost and risk, or to withdraw from the contract immediately.

§ 5 Changes

Any changes to the delivery or service item requested after contract conclusion require a separate contractual agreement.
In case of missing or incorrect information, we reserve the right to appropriately modify the delivery or service item. Any disadvantages resulting from missing or incorrect information, in particular additional costs or damages, shall be borne by the Purchaser.
Technical changes to the delivery or service item that do not jeopardize the contractual purpose remain reserved.
Industry-standard deviations in quantity are permitted.
Partial deliveries or partial services are permitted, provided that this does not significantly impair use or jeopardize the contractual purpose. They may be invoiced separately.

§ 6 Delivery Time

If a delivery or service period has been agreed, it begins upon dispatch of our order confirmation, but not before all details of the order have been fully clarified and all obligations of the Purchaser have been properly fulfilled, such as providing necessary official approvals or certificates, or making any agreed prepayment; the same applies to agreed delivery or performance dates.
In the event of mutually agreed changes to the subject of the order, delivery or service periods and dates must be re-agreed. This also applies if the subject of the order is renegotiated after contract conclusion without any change being made to the subject of the order.
Delivery or service periods and dates are subject to proper and timely prior delivery and to unforeseeable production disruptions.
The delivery or service period is deemed to have been met if, by the end of the period, the delivery or service item has left our plant, has been handed over to the designated carrier at our plant, or we have notified readiness for shipment. If acceptance is required, the acceptance date or, if no such date has been agreed, the notification of readiness for acceptance, shall be decisive, except in cases of justified refusal of acceptance.
We are entitled to provide the agreed delivery or service before the agreed time.

§ 7 Delay by the Purchaser

If the Purchaser fails to accept the delivery or service items on the agreed delivery date or upon expiry of the agreed delivery period, or fails to meet an agreed acceptance date, due to circumstances for which the Purchaser is responsible, we are entitled to claim compensation for the additional expenses incurred as a result.
In particular, we are entitled to charge the Purchaser storage costs of 0.5% per month, up to a maximum of 5% of the delivery or service price, for each month commenced. The parties remain free to provide evidence of higher or lower storage costs.
We are further entitled, at the Purchaser’s cost and risk, to determine a suitable storage location and to insure the delivery or service items at the Purchaser’s expense.
If we are entitled to claim damages instead of performance, we may, without prejudice to the right to claim higher actual damages, demand 15% of our price as compensation, unless the Purchaser proves that no damage occurred or that the damage is significantly lower than the flat rate.

§ 8 Force Majeure

In cases of force majeure, our delivery and performance periods shall be extended by the duration of the disruption.
This also includes, but is not limited to, circumstances beyond our control, such as war, fire, strikes, lockouts, traffic disruptions, government orders, operational interruptions, or significant operational disruptions, such as material or energy shortages at our company, at contracted subcontractors, or at suppliers. This also applies if we were already in default when such circumstances occurred.
We will promptly notify the Purchaser of the beginning and end of such obstacles.
If delivery or performance is delayed by more than six weeks, both the Purchaser and we are entitled, within the scope affected by the disruption, to withdraw from the contract. No compensation is payable to the parties in this regard.

§ 9 Payment Terms

Unless otherwise agreed, all prices are quoted in Euro net “ex works” plus the applicable statutory VAT at the time of invoicing. Additional costs such as packaging, freight, shipping, customs, assembly, insurance, and bank charges will be invoiced separately. Insurance of the delivery or service items will only be arranged at the Purchaser’s request and at the Purchaser’s expense.
We are entitled to reasonably adjust the agreed price if cost increases occur after contract conclusion, in particular due to changes in material prices. We will provide evidence of the cost adjustment to the Purchaser upon request.
We are entitled to reasonably adjust the agreed price if changes occur before or during the execution of the order because the information or documents provided by the Purchaser were incorrect, incomplete, or if the Purchaser requests modifications.
We are entitled to request a reasonable advance payment upon contract conclusion. No interest will be paid on such advance payments.
Unless otherwise agreed, invoices are due within 20 days net of receipt and must be paid without deduction. In case of non-payment, the Purchaser shall be in default without further notice.
Discounts and rebates are only granted by separate agreement. Partial payments require a separate written agreement.
Payment by bill of exchange requires a prior separate agreement. Discount charges and bill-related costs are borne by the Purchaser. Payment by cheque or bill of exchange is only accepted for performance purposes and is deemed paid only after unconditional credit.
If we have multiple outstanding claims against the Purchaser and payments are not allocated by the Purchaser to a specific claim, we are entitled to determine which outstanding claim the payment is to be applied to.
In case of default, deferment, or partial payment, we are entitled to charge interest at the usual bank rate of default, at a minimum of 8 percentage points above the respective base rate, and to withhold further deliveries or services until all outstanding invoices are settled. The right to prove higher damages remains unaffected.
By placing the order, the Purchaser confirms their solvency and creditworthiness. If justified doubts arise regarding the Purchaser’s solvency or creditworthiness, e.g., due to slow payment, default, or protested cheques, we are entitled to require security or cash payment simultaneously with performance. If the Purchaser fails to comply within a reasonable period set by us, we may withdraw from the unfulfilled portion of the contract or suspend deliveries until payment is received. This period is unnecessary if the Purchaser is clearly unable to provide security, for example, if insolvency proceedings have been filed against the Purchaser.
The Purchaser is only entitled to offset claims against our claims if the counterclaim is undisputed or legally established. The assignment of claims against us requires our consent.
The Purchaser may only exercise a right of retention if the counterclaim is based on the same contractual relationship and is undisputed or legally established, or if we have materially breached our obligations from the same contractual relationship despite written notice and have not offered adequate security.
If a performance by us is undisputedly defective, the Purchaser may only retain payment to an extent proportionate to the defects and the expected costs of remedying them.
Payment deadlines remain in effect even if delays in delivery occur without our fault.
For intra-community deliveries to be exempt from VAT, we require the Purchaser to provide a so-called “Gelangensbestätigung” (confirmation of receipt). The Purchaser is obliged to confirm in writing that they have received the contractual item as part of an intra-community delivery.
If VAT is not included in our invoice, in particular because we assume, based on the Purchaser’s information, that the transaction qualifies as an “intra-community delivery” pursuant to § 4 No. 1b in conjunction with § 6a UStG, and we are subsequently subject to a VAT liability (§ 6a IV UStG), the Purchaser is obliged to reimburse us for the amount with which we are charged. This obligation exists regardless of whether we are required to remit VAT, import VAT, or comparable taxes domestically or abroad.
We are entitled to request a reasonable advance payment upon contract conclusion. No interest will be paid on such advance payments.

§ 10 Place of Performance, Transfer of Risk, Acceptance

The place of performance for the services ordered and for payments is our company’s registered office.
The risk of loss, destruction, or damage to the delivery or service items passes to the Purchaser upon notification of their completion. If shipment has been agreed, the risk passes to the Purchaser upon dispatch or handover to the carrier.
If acceptance is required, it is decisive for the transfer of risk. Acceptance must occur immediately on the agreed acceptance date, or if no date has been agreed, upon notification of readiness for acceptance.
The Purchaser may not refuse acceptance due to insignificant defects.
If acceptance is delayed or does not occur due to circumstances for which we are not responsible, the risk passes to the Purchaser from the day of notification of readiness for acceptance. In this case, acceptance is deemed to have occurred two weeks after notification of completion of performance.
Unless otherwise agreed, we determine the type and scope of packaging. Disposable packaging shall be disposed of by the Purchaser.
If shipment is made in returnable packaging, it must be returned freight-free within 30 days of receipt. The Purchaser bears the risk of loss or damage to returnable packaging.
Returnable packaging must not be used for other purposes or to hold other items. It is intended solely for the transport of the delivered goods. Labels must not be removed.
In the event of damage or loss during transport, the Purchaser must immediately take inventory and notify us. Claims arising from any transport damage must be asserted promptly against the carrier by the Purchaser.

§ 11 Duty to Inspect and Notify of Defects

The Purchaser must promptly inspect the delivery or service items upon receipt for obvious defects or transport damage and immediately notify us of any defects or damage discovered. If a defect becomes apparent later, the Purchaser must also notify us immediately after discovery. Otherwise, the delivery or service item is deemed approved with respect to that defect.
Complaints about defects must be submitted in writing. Notification in text form, e.g., by email, is insufficient.
The use of defective deliveries or services is not permitted. If a defect could not be discovered upon receipt or performance, any further use of the delivery or service item must cease immediately upon discovery.
The Purchaser shall grant us the necessary time to examine the reported defect. In the case of unjustified complaints, we reserve the right to charge the Purchaser for the costs incurred in the examination.
The notification of defects does not release the Purchaser from their payment obligations.

§ 12 Material Defects

If a material defect in our delivery or service items existed at the time of transfer of risk, we are entitled, at our discretion, to remedy the defect, provide a replacement, or issue a credit within a reasonable period. Only in urgent cases affecting operational safety or to prevent disproportionately large damages, and provided the Purchaser immediately notifies us and we refuse to remedy the defect within the short period specified by the Purchaser, is the Purchaser entitled to remedy the defect themselves or through third parties and claim reimbursement from us for the necessary expenses.
For third-party products, even if incorporated or otherwise used in our products, we are entitled to initially limit our liability to the assignment of warranty claims to which we are entitled against the supplier of the third-party products, unless satisfaction from the assigned claim fails or the assigned claim cannot be enforced for other reasons. In such cases, the Purchaser’s rights revert to those in paragraph 1 above.
Claims by the Purchaser for expenses necessary for subsequent performance, in particular transport, travel, labor, and material costs, are excluded if the expenses increase because the delivery or service items are subsequently moved to a location other than the Purchaser’s premises.
The same warranty conditions apply to replacement items and repairs as to the originally delivered goods.
Replaced parts become our property.

§ 13 Legal Defects

Orders based on drawings, sketches, or other information provided to us are executed at the Purchaser’s risk. If we infringe third-party intellectual property rights as a result of executing such orders, the Purchaser shall indemnify us against claims by these rights holders. Further damages shall be borne by the Purchaser.
Our liability for potential infringements of intellectual property rights related to the use of the delivery or service items, or in connection with their combination or use with other products, is excluded.
In the event of legal defects, we are entitled, at our discretion:
- to obtain the necessary licenses regarding the infringed intellectual property rights, or
- to remedy defects in the delivery or service item by providing a modified item to an extent reasonable for the Purchaser.
Our liability for infringement of third-party intellectual property rights is limited to rights registered and published in Germany.

§ 14 Liability

We are liable for the obligations of the company only with the company’s assets.
In cases of simple negligence, we are only liable for the breach of essential contractual obligations. For gross negligence, we are also liable for the breach of non-essential contractual obligations. In the aforementioned cases, liability is limited to the typical, foreseeable contractual damage.
In the case of guaranteed characteristics, our liability is limited to the scope and amount of our product liability insurance. The scope of coverage corresponds to the recommendations of the German Insurance Association (Gesamtverband der Deutschen Versicherungswirtschaft). The coverage amount for insured events is €2 million per insurance year.
Claims for damages due to intentional breaches of contractual obligations by us, claims for personal injury, and claims under the Product Liability Act are subject to statutory provisions.
For tortious claims, we are liable in accordance with the contractual liability; limiting liability agreements in the contract also apply vis-à-vis the Purchaser.
Any further claims for damages beyond the aforementioned provisions are excluded.
The Purchaser’s recourse claims against us only exist to the extent that the Purchaser has not entered into agreements with their own customer exceeding the statutory warranty and liability claims.
Our liability is excluded to the extent that the Purchaser has effectively limited their liability to their own customer.
To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, staff, representatives, and vicarious agents.
To the extent liability is excluded or limited, the Purchaser is obliged to indemnify us against claims by third parties.
Otherwise, statutory provisions shall apply.
The Purchaser is obliged to notify us immediately in writing of any claims asserted by third parties and to reserve all measures for defense and settlement negotiations.

§ 15 Limitation Period

The limitation period for claims and rights due to defects in our products, services, and work performance, as well as any resulting damages, is one year. The commencement of the limitation period is governed by statutory provisions.
The above reduction of the limitation period does not apply if the law prescribes longer periods in the cases of §§ 438 (1) No. 2, 479, and 634a (1) No. 2 of the German Civil Code (BGB).
The limitation period pursuant to paragraph 1, first sentence, also does not apply in cases of intent, if we have fraudulently concealed a defect, or have provided a guarantee of quality, in claims for damages due to personal injury or deprivation of liberty, in claims under the Product Liability Act, or in the case of grossly negligent breaches of duty.
Measures to remedy defects do not suspend the limitation period applicable to the original performance, nor do they cause the limitation period to recommence.

§ 16 Retention of Title

We retain ownership of all delivery items until all claims to which we are entitled arising from the business relationship with the Purchaser have been fully satisfied.
If our property is processed, combined, or mixed with third-party property, we acquire co-ownership of the new item in proportion to the value of our property relative to the third-party property in accordance with § 947 BGB.
If processing, combination, or mixing occurs in such a way that the third-party item is to be considered the main item, we acquire co-ownership in proportion to the value of our item relative to the third-party item at the time of processing, combination, or mixing.
If we acquire ownership of an item through our performance, we retain ownership of this item until all claims arising from the business relationship with the Purchaser have been settled.
The Purchaser is obliged to carefully store items subject to retention of title and, if necessary, to carry out maintenance and repair work at their own expense. The Purchaser must insure items subject to retention of title against loss and damage at their own cost. Any claims arising from such insurance must be assigned to us.
The Purchaser is entitled to resell items in which we hold (co-)ownership in the ordinary course of business, provided they meet their obligations under the business relationship with us. In such cases, the claim arising from the resale is deemed assigned to us in proportion to the value of the performance secured by the retention of title relative to the total value of the resold items. The Purchaser remains authorized to collect this claim even after assignment. Our right to collect the claim ourselves remains unaffected.
The Purchaser’s right to dispose of items subject to our retention of title and to collect assigned claims expires if they fail to meet their payment obligations or if insolvency proceedings are applied for. In these cases, as well as in the event of other breaches of contract by the Purchaser, we are entitled to repossess the items delivered under retention of title without prior notice.
The Purchaser shall notify us immediately if risks to our retained property arise, in particular in cases of insolvency, inability to pay, or enforcement measures. Upon our request, the Purchaser must provide all necessary information regarding the inventory of items in which we hold (co-)ownership and regarding assigned claims, and must inform their customers of the assignment. The Purchaser shall assist us in all measures necessary to protect our (co-)ownership and bear the resulting costs.
For all claims arising from the contract, we hold a lien on all items of the Purchaser that come into our possession under the contract. The lien also applies to claims from previous deliveries or services to the extent they are related to the delivery or service item. For other claims arising from the business relationship, the lien applies as far as such claims are undisputed or legally established. §§ 1204 et seq. BGB and § 50 (1) of the German Insolvency Code apply accordingly.
If the realizable value of the collateral exceeds our claims by more than 15%, we will release collateral of our choice at the Purchaser’s request to that extent.

§ 17 Confidentiality

The Purchaser undertakes to treat all confidential aspects of the business relationship as strictly confidential. In particular, the Purchaser shall treat all non-public commercial and technical details, which become known to them through the business relationship, as trade secrets. Information or aspects of the business relationship that were already publicly known at the time of disclosure, or that were demonstrably already known to the Purchaser prior to disclosure by us, are not subject to the confidentiality obligation. The Purchaser shall ensure that their employees are similarly bound to confidentiality.
We reserve all ownership and copyright rights to any illustrations, drawings, calculations, samples, cost estimates, and other (technical) documents and information provided.
Reproduction of documents provided to the Purchaser is permitted only within the scope of operational requirements and copyright regulations. All documents may not be disclosed to third parties, in whole or in part, or used outside the purpose for which they were provided, without our written consent.
Any disclosure of the business relationship with us to third parties, even partially, may only take place with our prior written consent. The Purchaser shall ensure that third parties are similarly bound to confidentiality under a comparable agreement.
The Purchaser may only advertise the business relationship with us with our prior written consent.
The Purchaser remains obliged to maintain confidentiality even after the end of the business relationship.

§ 18 Production Tools

If special production tools such as samples, tools, or templates are required for the execution of the order, we shall remain the owner of these production tools, unless otherwise agreed, even if the Purchaser has contributed partially to the cost of the tools. This also applies if the tools are manufactured by a third party commissioned by us.
The production tools will—if explicitly agreed—be used solely for the Purchaser’s orders, provided the Purchaser meets their payment and acceptance obligations. We are only obliged to maintain and replace these tools free of charge if they are required to fulfill an assured production quantity for the Purchaser. The obligation to store the tools expires two years after the last delivery of parts made with the tools, following prior notification to the Purchaser.
Manufacturing costs for production tools, unless otherwise agreed, shall be invoiced separately from the goods to be delivered. This also applies to tools that need to be replaced due to wear. In the offer and order confirmation, any proportionate tool costs shall be itemized and due without deduction upon conclusion of the contract. It should also be stated whether and how any paid tool cost shares are amortized.
If it has been agreed that the Purchaser shall become the owner of the tools, ownership passes to the Purchaser upon payment of the purchase price for the tools. Delivery of the tools to the Purchaser is replaced by our obligation to store them. Regardless of the Purchaser’s statutory right to claim delivery and the tools’ lifespan, we are entitled to exclusive possession of the tools until the Purchaser accepts an agreed minimum quantity or until a specified period expires. We shall mark the tools as third-party property and, at the Purchaser’s request, insure them at the Purchaser’s cost.
Design and calculation documents, manufacturing instructions, and all types of documentation remain our property and are exempt from any obligation to hand over.
If the Purchaser suspends or terminates cooperation during the manufacturing of the production tools, all costs incurred up to that point shall be borne by the Purchaser, unless we are responsible for the termination.
In the case of Purchaser-owned tools pursuant to paragraph 4 or tools provided on loan by the Purchaser, our liability regarding storage and maintenance is limited to the care taken for our own matters. The Purchaser bears the costs for maintenance and insurance. Our obligations under this paragraph expire if the Purchaser fails to collect the tools within 14 days after completion of the order and notification.
As long as the Purchaser does not fully meet their contractual obligations, we retain a lien on the tools. Our statutory liens remain unaffected.

§ 19 Risk of Export and Import Compliance

If the export of ordered products by us has not been agreed upon, we are under no obligation to verify whether the export of products delivered by us requires approval.
The risk of export and import compliance for ordered products lies with the Purchaser. It is the Purchaser’s responsibility to verify this, for example by consulting the Federal Office for Economic Affairs and Export Control (BAFA) in Eschborn near Frankfurt am Main.

II. Machinery and Equipment

For the delivery of machines or equipment, parts, or accessories, the following conditions shall take precedence:

§ 1 Prices, Advance Payment

Unless otherwise agreed, our prices are “ex works,” including loading at the factory, plus statutory VAT, packaging, freight, customs, insurance, unloading, and installation, as well as bank charges. These costs shall be invoiced separately.
After receipt of the order confirmation, the Purchaser shall pay an advance of one-third (1/3) of the agreed price, and another one-third (1/3) upon notification of the readiness for shipment of the main components of the delivery item. The remaining balance shall be paid within 30 days after receipt of the final invoice.

§ 2 Security Deposit

We are entitled to request security from the Purchaser in the amount of the outstanding order sum at the time the security is demanded.
The security must be provided in the form of an unconditional, unlimited, irrevocable, self-debtor guarantee issued by a credit institution or credit insurer based in the EU, waiving the right to require prior enforcement against the Purchaser.

If the security is not provided within the required timeframe, we are entitled to refuse performance or terminate the contract.
In the event of termination, we are entitled to the agreed remuneration, less the expenses saved due to the contract termination. It is presumed that we are entitled to 5% of the agreed remuneration for the portion of the work not yet performed, unless we can prove a higher loss or the Purchaser proves a lower loss.

§ 3 Acceptance

At our request, a formal acceptance shall take place after our notification of completion.
A defect report signed by representatives of both contracting parties shall be prepared, recording all defects whose assertion is reserved by the Purchaser.
Acceptance may only be refused in the case of material defects.

III. Services and Contract Work

For services or contract work, the following conditions shall take precedence:

§ 1 Assembly Work

Unless otherwise agreed, assembly work shall be remunerated separately.
Billing is based on the time and other efforts incurred, at the rates agreed upon at the time of order placement. The agreed price does not include VAT, which shall be charged additionally at the statutory rate.
Materials required for assembly shall be billed according to the quantities actually used and at the prices applicable at the time of performing the assembly work.
Assembly work is generally billed after acceptance. However, we are entitled to request reasonable interim payments on a weekly or monthly basis in proportion to the progress of the assembly.
If assembly is interrupted for a significant period at the request of the Purchaser, we may bill for the assembly work performed up to that point.
Invoices are due for payment immediately upon receipt, without any deductions.
At the request of our assembly personnel, the Purchaser shall certify the work performed at least once a week, and at the latest upon completion of the assembly, on the work reports, which form the basis for our billing.
Our assembly personnel are not authorized to issue legally binding statements. Only our customer service department is responsible for contract execution.

§ 2 Repairs and Maintenance

Cost estimates with binding prices will only be prepared by us before performing the order at the express request of the Purchaser and shall be invoiced separately.
We strive to inform the Purchaser of the expected costs at the time of contract conclusion.
If certain costs should not be exceeded, the Purchaser must set a maximum limit.
If the service cannot be performed under these conditions, or if the set limit is exceeded by more than 20%, the Purchaser’s explicit consent must be obtained for further performance.
If the repair cannot be carried out for reasons not attributable to us, e.g., because no defect was found, spare parts are unavailable, or the Purchaser culpably missed the agreed appointment, the Purchaser shall reimburse us for the costs and services incurred for preparing a cost estimate.
Restoring the repair item to its original condition will only be carried out at the express request and at the expense of the Purchaser.
The performance of the service shall be carried out in accordance with the current state of the art.
Transport to and from our facility of items provided to us for repair or for preparing a cost estimate shall be at the Purchaser’s expense and risk. This also applies if the repair is not carried out for the reasons stated in clause 4.
At the Purchaser’s request, transport to and from our facility can be insured against insurable transport risks, such as theft, breakage, or fire, at the Purchaser’s expense.
During the repair period at our facility, there is no insurance coverage. The Purchaser must ensure that existing insurance coverage for the repair item, e.g., fire, water, storm, and machinery insurance, remains in effect. Insurance coverage for these risks can only be arranged at the express request and expense of the Purchaser.

§ 3 Purchaser’s Cooperation Obligations

The Purchaser is obliged, at their own expense, to support our employees during the execution of assembly, maintenance, and repair work at the Purchaser’s site and to take all necessary measures and precautions to ensure that the work can begin immediately upon arrival of our employees and be carried out uninterrupted until acceptance of the service. To ensure this, the Purchaser is particularly obliged to carry out the following actions:

a) Take all necessary measures to protect persons and property at the place of performance, protect them from harmful weather influences, and keep the site clean.

b) Inform our employees or their supervisors on site of any specific safety regulations that are relevant to them. Any violations of such safety regulations by our employees must be reported immediately, and if the violation is not corrected or recurs, the Purchaser shall inform us without delay and discuss further action with us. In coordination with us or our on-site management, the Purchaser is entitled to deny the person in question access to the place of performance.

c) Provide suitable auxiliary personnel in the number and at the times required for performing the service and instruct them to follow the directions of our on-site supervisor.

d) Ensure that, before commencement of work, all necessary preparatory and setup measures have been completed, that the items concerned as well as other required materials and auxiliary substances are available, and that our employees have access to the fixtures and tools required for performance. Furthermore, the Purchaser is responsible for ensuring that adequate lighting, electricity, and, if necessary, heating and water with appropriate connections are available at the place of performance.

e) Provide our employees with suitable break rooms with access to sanitary facilities during the work and lockable, dry rooms for storing tools brought along.

If a trial run is agreed, the Purchaser must take all necessary precautions and measures required for the adjustment of the item to be assembled, repaired, or maintained and for conducting the trial run.
If the Purchaser fails to fulfill their obligations, we are entitled, after setting a deadline, to perform the actions required of the Purchaser at their expense or to withdraw from the contract and claim reimbursement for the expenses and damages incurred.
We assume no liability for personnel provided by the Purchaser.

§ 4 Acceptance

The Purchaser is obliged to promptly accept the service as soon as completion has been notified and any contractually agreed trial run of the assembled or repaired item has taken place.
If a defect is not significant, the Purchaser may not refuse acceptance.
If acceptance is delayed without our fault, acceptance shall be deemed to have occurred two weeks after notification of completion of the service.
Upon acceptance, our liability for identifiable defects ceases, unless the Purchaser has expressly reserved the right to assert a specific defect.
If the assembly proves not to be in accordance with the contract, we are obliged to remedy the defect. This does not apply if the defect is insignificant for the Purchaser’s interests or is due to circumstances attributable to the Purchaser.

IV. Contract Manufacturing

For contract processing or manufacturing, the following conditions shall primarily apply:

§ 1 Customer-Supplied Materials

Items supplied to us by the Purchaser are only inspected upon delivery for externally visible defects and damage. We are not obliged to carry out further inspections. Any detected defects or damage will be reported to the Purchaser within 10 business days of discovery.
The supplied materials must be made of a well-processable material of normal quality, be dimensionally accurate if already processed, and have such dimensions—especially regarding any holes—that simple clamping and normal processing are possible.
If these requirements are not met, we will inform the Purchaser of the additional effort required and the resulting price increase.
If the Purchaser does not agree with the price change, they have the right to withdraw from the contract. Withdrawal must be declared immediately after our notification of the changed conditions. If the Purchaser withdraws, any work already performed must be appropriately compensated.
The production and preparation of special fixtures or jigs will be billed separately.
If the supplied material proves unusable due to material defects, the processing costs incurred by us must be reimbursed.

§ 2 Liability

We are not liable for damages caused by inaccurate labeling or marking of items delivered by the Purchaser.
We are also not liable for damages caused by defective materials supplied by the Purchaser, provided that the defect could not be detected during the incoming inspection carried out by us under § 1, paragraph 1.
For manufacturing based on the Purchaser’s drawings, we are only liable for execution according to the drawings.
The Purchaser is obliged to reimburse us for all expenses and damages, including lost profits, arising from the provision of material that cannot be processed.
No compensation will be provided by us for scrap occurring within industry-standard tolerances.

V. Final Provisions

§ 1 Place of Jurisdiction, Applicable Law

The place of jurisdiction shall, at our discretion, be either our registered office or the court of the Purchaser’s location.
The business relationship with the Purchaser shall be governed exclusively by the law of the Federal Republic of Germany. The applicability of the CISG – “United Nations Convention on Contracts for the International Sale of Goods” – is excluded.
Should any provision of these GTC be invalid, the validity of the remaining provisions shall remain unaffected. The contracting parties shall endeavor to replace the invalid clause with another clause that most closely reflects the economic purpose and legal intent of the original provision and complies with the relevant statutory provisions.
We are entitled to process data in accordance with the Federal Data Protection Act (Bundesdatenschutzgesetz).

§ 2 Contact Information

A.H. Meyer Maschinenfabrik GmbH
Am Bahnhof 54
D-27239 Twistringen
Germany

Managing Directors: Thomas Roess, Steffen Roess, Armin Schwarz

Telephone: +49 (0) 42 43 92 88 80
Fax: +49 (0) 42 43 92 88 71
Email: info@ahmeyer.com
Website: www.ahmeyer.com

Commercial Register: Local Court Walsrode HRB 110032
VAT ID No.: DE116629601