General Terms and Conditions of Business (GTC)

1. Concluding a contract
a) All our current and future deliveries and services, including proposals and consultations, shall be provided exclusively on the basis of the following terms and conditions:
b) Terms of purchase of the buyer are hereby objected to, even if we fail to explicitly object to them again upon receipt by us.
c) Our offers are subject to confirmation. All information on dimensions, weight, performance, quantities, types or capacity is only approximate; the same applies to information in images and drawings. We provide no guarantee of fitness for a particular use or for further technical specifications which are not explicitly agreed. Print, typing or calculation errors or misunderstandings on the telephone shall not give rise to any obligation for us. We reserve the ownership title, copyrights and other rights to quotations, drawings and documents. They may not be made available to third parties.
d) Contractual arrangements and other agreements shall only become binding through our written confirmation; this also applies to any amendments or additions.
e) The international trade terms should be interpreted according to Incoterms.
f) Unless otherwise agreed, instructions, drawings and certifications and other technical documents shall be provided in German and only to the extent customary in the industry.
g) If our declaration of acceptance contains extensions, limitations or other changes to the order, the buyer shall be deemed to have agreed if it fails to promptly object to the order confirmation.
h) Acceptance inspections shall only be carried out if they have been explicitly agreed in the contract.
i) Insurance policies will only be taken out if the buyer issues an explicit order to that effect.
j) The provisions of items 2c, d, e, 3, 4b, 6 and 11 do not apply to business dealings with customers which are not traders or governmental authorities.

2. Prices and payment terms
a) Unless explicitly agreed otherwise, prices are deemed ex works excluding packaging and bundling and including loading in the supplying factory. Prices are subject to the addition of VAT in the current statutory amount. If packaging is requested or necessary, we shall charge for it additionally at cost and, in the event of free of charge return shipment, take it back without reimbursement of the costs previously charged by us. Insofar as reusable crates are used, a credit note shall be issued for them in the amount of two thirds of the charged value; if we receive such crates returned in a usable condition, all costs of the return shipment shall be borne by the buyer.
b) Partial deliveries shall be separately charged.
c) The quoted prices are our currently applicable prices as of the day when the offer is submitted. Any price increases for primary materials or wages occurring after the conclusion of the contract shall be additionally charged, in which case the wage component will be set by us with binding effect. Any increases in freight charges, costs, fees or taxes shall be borne by the buyer, as well as any costs that result from the shipment being carried out on a transport route other than the one that was envisaged.
d) The buyer shall not be entitled to a right of retention. Setting off is also excluded, except with regard to undisputed receivables or receivables which have been established with legally binding effect.
e) Invoice amounts shall be payable as agreed. The moment of the delivery is deemed to be the time of notification that the goods are ready to be shipped or collected. In the case of overdue payments, we shall have the right, without issuing a reminder, to withhold all deliveries, including under other contracts, demand prepayment or the provision of security and make further deliveries conditional on the provision thereof. In the case of overdue payments, we shall charge interest in the amount of the borrowing costs charged by the banks, and at least in the amount of 4% above the current discount rate of the German Central Bank (Bundesbank) or a corresponding successor organisation.
f) If payment in instalments is agreed, the entire claim shall be due for payment if the buyer defaults on payment of an instalment, even if the delivery has not yet been carried out.
g) Bills of exchange, if agreed, and cheques shall be accepted by way of payment.
h) All our receivables shall, irrespective of the term of any issued bills of exchange, be due for immediate payment if our payment terms are not complied with or circumstances come to light that give rise to justified doubts with regard to the buyer's creditworthiness. We shall then have the right to make deliveries only against prepayment and, after a reasonable additional time limit, to rescind contracts or demand compensation for losses due to non-performance. Furthermore, we will be able to prohibit the resale of the delivered goods or processing thereof, particularly their installation, and demand the return of the delivered goods or the transfer of indirect possession thereof at the buyer's expense, as well as revoke the collection authorisation referred to in section 6e). The buyer authorises us already now to enter its business premises and collect the delivered goods if the above-mentioned circumstances occur. Taking back the goods shall only constitute rescission of the contract if we make an explicit declaration to that effect.

3. Delivery period
The delivery period shall begin when the order confirmation is sent, but not before the receipt of the documents, permits and approvals to be obtained by the buyer and the clarification of all commercial and technical details, as well as the receipt of any agreed advance payment. If a fixed delivery period has been agreed, it shall be deemed complied with if by the end of that period the subject of the delivery has left our factory or notification has been issued that the goods are ready to be shipped. Any unforeseen events beyond our control shall appropriately extend the delivery period. They include delays in the delivery of key raw or auxiliary materials by upstream suppliers or fuels or energy of any kind, operational disruptions, workers' movements, strikes, lock-outs affecting key production parts and the consequences of such disruptions, disruptions of freight transport and, in general, any events of force majeure. The same applies if official approvals or documents or other approvals or documents being necessary for the implementation of the delivery are not received in good time. In such cases, the buyer shall be obliged to extend the term of any letters of credit, instructions, etc. issued by it accordingly – the same applies to import licences and currency authorisations. In important cases, the buyer shall be notified of the beginning and end of such impediments as soon as their extent is fully known.
The buyer will only be able to rescind the contract or demand compensation for losses if the delivery times are exceeded due to gross negligence or wilful misconduct, or a delay has occurred and we have been granted an appropriate additional time limit of at least four weeks.
If the buyer fails to accept the delivery on time, its payment obligations shall not be affected. We shall then have the right to place the goods in storage at the buyer's expense and risk. In such a situation we shall also have the right, after we have set a reasonable time limit and that time limit has lapsed, to otherwise dispose of the subject of the delivery and make delivery to the customer with a reasonable extended time limit. Delivery and compliance with the delivery period are conditional on the fulfilment of all contractual obligations of the buyer.

4. On-call supply contracts
If, in the case of on-call supply contracts, orders are not called off or allocated in good time, once a set additional time limit has expired ineffectively we shall have the right to make the allocations ourselves and deliver the goods, or to withdraw from the part of the supply contract which is still outstanding.

5. Transfer of risk, shipping and acceptance
a) The risk shall transfer to the buyer upon the goods leaving the supplying factory, even if freight paid delivery or trade terms with other content have been agreed. This also applies to partial deliveries. If shipment is delayed as a result of circumstances for which we are not responsible, the risk shall transfer to the buyer from the date when the goods are ready to be shipped.
b) Without prejudice to the rights under section 7, delivered goods must be accepted by the buyer even if they are subject to defects. Partial deliveries are permissible.
c) The shipment shall be carried out according to our discretion, without any responsibility for procuring the lowest-cost or fastest shipment.

6. Retention of ownership
a) All delivered goods shall remain our property (goods subject to retention of title) until all receivables have been settled. This shall also apply if payments are made towards specifically designated receivables.
b) Any processing of goods subject to retention of title shall occur on our behalf as the manufacturer in the meaning of Article 950 of the German Civil Code (Bürgerliches Gesetzbuch – BGB), without giving rise to any obligation for us. The processed goods shall be deemed goods subject to retention of title in the meaning of item a). In the event of processing, connection or combining of the goods subject to retention of title with other goods by the buyer, we shall be entitled to a co-ownership title to the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods utilised. For the event that our ownership title expires due to such connection or combining of the goods, the buyer transfers to us already now the ownership rights to the new item or product to which it is entitled in the amount of the invoice value of the goods subject to retention of title. It shall safekeep them for us free of charge. The co-ownership rights that thus arise shall be deemed goods subject to retention of title in the meaning of item a).
c) The buyer may only sell the goods subject to retention of title in the normal course of business, according to its normal terms and conditions of business and as long as it is not in default, with the proviso that receivables from the resale shall transfer to us in accordance with items d) and e). It shall not have the right to otherwise dispose of the goods subject to retention of title.
d) The buyer's receivables from the resale of the goods subject to retention of title are assigned to us already now, according to our share in the goods subject to retention of title. They shall act as security to the same extent as the goods subject to retention of title.
e) The buyer shall have the right to collect receivables from resale in accordance with item c) until we revoke that right, which we shall be permitted to do at any time. We shall only exercise the right of revocation in the cases referred to in section 2 h). The buyer shall not in any event be authorised to assign the receivables. At our request it shall be obliged to immediately notify its customers of the assignment to us, unless we do it ourselves, and provide us with the information and documents necessary for collection.
f) If the value of the existing security exceeds the secured receivables by a total of more than 20%, at the buyer's request we shall be obliged to release security to that extent, according to our choice. The buyer must promptly notify us of any attachment or other interventions by third parties.
g) If the retention of ownership or the assignment are ineffective under the laws of the jurisdiction in which the goods are located, the security equivalent to the retention of title or assignment of claims in that jurisdiction shall be deemed to have been agreed. If cooperation by the buyer is necessary in this context, it must take all measures necessary to establish and maintain such rights.
h) In the cases referred to in section 2 h) we shall have the right to view the goods subject to retention of title at any time, mark them as our property and separate them from other goods. The buyer hereby declares that it also agrees to the goods being taken away at its expense.

7. Warranty
We provide a warranty for defects in the delivered goods, including the absence of guaranteed properties, to the exclusion of other claims, without prejudice to section 8, as follows:
a) Delivered goods or individual parts thereof shall either be repaired or delivered again free of charge, according to our reasonable discretion (even if they are components of other delivered goods), if their usability is significantly impaired as a result of faulty design or construction and such defects are reported to us no later than six months from the delivery date. Irrespective of the foregoing, the buyer must promptly report any defects in writing no later than seven days from receipt of the goods, including where the goods are packed. Any defects that come to light later must also be promptly reported in writing, after their discovery. Reference is made to Article 377 of the German Commercial Code (Handelsgesetzbuch – HGB).
If our attempts at subsequent repairs or new delivery fail twice, the buyer shall have the right to a reduction of the remuneration or (pro rata) annulment of the contract. In all other aspects, our warranty is limited to assignment of the claims against our suppliers and our support in the enforcement thereof.
We do not provide any warranty for sealing elements. Any warranty is excluded for damage due to improper or inappropriate use, incorrect installation / commissioning by the buyer or its customers, incorrect or negligent handling and storage, excessive strain or unsuitable packaging or operating or replacement materials, as well as for any damage due to improper transportation at the customer or third parties.
b) For permissible deviations with regard to dimensions or weight or other deviations, the latest DIN regulations apply.
c) The elimination of defects may be refused if the buyer fails to fulfil its obligations or if the buyer or third parties have without our approval carried out alterations, repairs or other measures that affect the workpiece. The same applies if the buyer fails to fulfil terms and conditions or requirements that we are obliged to fulfil with respect to our suppliers according to their terms and conditions of business. If special technical delivery conditions or inspection regulations are issued or if the goods are directly shipped to third parties or abroad, the necessary inspection and acceptance must be carried out in our factory. If this is not done, the goods shall be deemed accepted in accordance with the terms and conditions. Any warranty for the consequences of natural wear and tear or chemical or electrical influences is excluded.
d) Further claims of the buyer are excluded in accordance with section 8. This particularly applies to claims to compensation for damage that does not occur to the goods themselves (consequential damage).
e) We may make the warranty conditional on our being given the opportunity to inspect the goods. As a rule, this shall occur through freight paid return shipment to us. We may also demand an inspection at the location of the delivered part. The buyer shall ensure that we or our officer are able to perform all necessary inspections in situ and that locally available tools, machines, devices and facilities can be used and made available.

8. Liability and compensation for losses
a) The buyer is responsible, particularly in view of the envisaged use of the goods, for appropriate assembly in compliance with any safety regulations, the selection of the material and the necessary test procedures, the correctness and completeness of the technical delivery specifications and the technical documents and drawings provided to us, as well as the design of the provided production equipment, including if we propose changes which are approved by the buyer. The buyer shall also ensure that no protective rights or other rights of third parties are violated due to the information it provides.
b) If legal action is taken against us by a third party for compensation for losses whose cause lies within the buyer's area of responsibility, the buyer shall indemnify us against those claims.
c) Unless otherwise provided for in these terms and conditions, we shall be liable for compensation for losses due to a violation of contractual or non-contractual obligations only in the event of wilful misconduct or gross negligence. However, we shall only be liable for wilful misconduct or gross negligence of non-managerial vicarious agents if they violate a key contractual obligation.
This provision does not affect claims due to personal injury or damage to privately used property in accordance with the German Product Liability Act (Produkthaftungsgesetz).

9. Commissioned work
Where material is delivered for contract processing, the work performed will not be billed in the case of culpably defective work. Materials will only be replaced in the event of wilful misconduct or gross negligence. The replacement material shall be delivered carriage paid. If parts which have been sent in become unusable as a result of material defects or other defects for which we are not responsible, we must be paid compensation for incurred processing costs. In any event, we shall be entitled to the entrepreneur's right of lien.

10. The buyer's rescission right
Insofar as the buyer is entitled to a rescission right or a right of extraordinary termination of the contract, it shall pay us full compensation for all costs for raw materials, production and sub-supplier parts incurred up to the date of rescission and termination, unless we are culpable for the termination of the contract.

11. The seller's rescission right
In the event of unforeseen events in the meaning of section 3, we shall also be entitled to a rescission right insofar as those events are so serious for us that we consider completion to no longer be reasonable. We will be able to entirely or partially rescind the contract if it turns out that the implementation of the order is impossible for us (e.g. due to the need to obtain primary materials, use of new materials, etc.). In the event of such rescission, the seller shall not be entitled to any claims for compensation for losses. If the seller wishes to exercise the rescission right, it must promptly notify the buyer to that effect, including if an extension of the delivery period was initially agreed.

12. Place of jurisdiction, applicable laws
a) For all legal relationships between the buyer and us the law of the Federal Republic of Germany applies exclusively, to the exclusion of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods. Should one of its provisions conflict with mandatory laws of the buyer, a provision shall be deemed agreed that comes closest analogously to the provision provided for in the contract; the buyer explicitly undertakes to perform any cooperative acts which are necessary for that purpose. The same shall apply in the event of partial ineffectiveness.
The place of performance, place of payment and place of jurisdiction for both parties is Solingen, including in bill of exchange and cheque proceedings. We shall also have the right to bring legal action against the buyer, according to our choice, at its general place of jurisdiction.
b) If the buyer is not based in the Federal Republic of Germany, both parties shall have the right, according to their choice, to also invoke an arbitration court in accordance with the Rules of Arbitration and Conciliation of the International Chamber of Commerce and Industry, with three arbitrators.