Terms and Conditions

Article 1: Scope, Written Form

1. Our general terms and conditions apply exclusively. They apply to businesses (Section 14 of the German Civil Code), legal entities under public law and special funds under public law. We do not recognise any deviating general terms and conditions of the customer, unless we have agreed to their validity in writing. Our General Terms and Conditions shall also apply if we carry out the delivery without reservation whilst being aware of any deviating General Terms and Conditions of the customer.

2. All agreements made between us and the customer in relation to this contract must be set out in writing. This applies in particular to the acceptance of warranty declarations and to the waiver of the requirement for the written form. Verbal agreements are null and void.

3. These general terms and conditions shall also apply to all future contracts with the customer, even if they are not expressly referred to again in such agreements.

Art. 2 Quotations, conclusion of contracts, contract terms, polishing costs

1. Our quotations are subject to change. We may accept contractual offers within 4 weeks.

2. Samples and documentation, such as brochures, catalogues, illustrations, drawings, technical data, and weight and dimension specifications, are only binding within the limits of customary commercial tolerances, unless they are expressly designated as binding in writing.

3. Any additional polishing costs incurred when processing used or stainless steel parts will be charged separately.

Art. 3 Prices, terms of payment, early repayment, right of withdrawal, default, cancellation, right of retention, set-off, counterclaim, lump-sum compensation

1. Unless otherwise agreed, all prices are quoted ex warehouse or ex works and, in particular, exclude packaging, freight, insurance, customs duties, foreign taxes, etc., which will be charged separately, plus the applicable VAT. For export deliveries, VAT is not applicable provided that these are exempt from VAT. Rental charges for pallets will be invoiced. In the event of agreed delivery, delivery is free kerbside at the agreed unloading point. In this case, the customer is obliged to provide the personnel and equipment required for unloading at their own expense.

2. The price list in effect on the date of the order applies to all orders. However, if our purchase prices increase between the time the order is placed and delivery, we reserve the right to adjust the price by the amount of the increase.

3. Unless otherwise agreed, payment must be made within 14 days, net and without deduction.

4. We are not obligated to accept payment by check or promissory note. If we do accept such payments, it is solely on account of performance. The customer shall bear the costs of collection and discounting.

5. If the customer defaults on at least two installments in the case of partial payments, we are entitled to declare the entire amount due and payable. This also applies in cases where we have previously accepted bills of exchange or checks, which in such cases will be returned in exchange for cash.

6. If, after the conclusion of the contract, there is a significant deterioration or change in the customer’s financial circumstances that jeopardizes our claim to consideration, or if such a situation already existed at the time the contract was concluded but only became known subsequently, we may withhold our performance until consideration is provided. This applies in particular to cases involving unsuccessful enforcement measures, protests of bills of exchange or checks, voluntary bankruptcy filings, attempts to obtain a moratorium, liquidation, or similar circumstances. In such cases, we may set a deadline for the customer to provide performance or security. If performance or security is not provided by that deadline, we are entitled to withdraw from the contract.

7. If goods delivered by us are returned, they will be credited to the customer’s account, subject to the assertion of any further claims, with a deduction of 25% of the net invoice amount (but not less than €15.00), and this amount will be applied toward our outstanding claims.

The customer reserves the right to prove that the loss in value was less in individual cases.

8. Our claims may be offset only against claims that have been acknowledged or have become final and binding. Counterclaims are excluded. Furthermore, the customer is authorized to assert a right of retention only to the extent that the customer’s claim arises from the same contractual relationship.

9. To the extent that we are entitled to claim damages in lieu of performance or permit cancellation of the order, a lump-sum compensation of 25% of the net order amount is agreed upon. However, the customer is entitled to prove that the damage incurred by us was less than this amount. This provision does not preclude the assertion of a claim for higher damages.

Section 4: Non-performance, Delivery Time, Partial Delivery, Right of Withdrawal, Damages for Delay

1. We reserve the right to ensure timely and proper self-supply, provided that we have not guaranteed the successful performance of the service and have not assumed any procurement risk.

2. The delivery times we specify are approximate.

3. The start of the delivery period specified by us is contingent upon the receipt of any documents, approvals, clearances, or information to be provided by the customer; the clarification of all details of the order, in particular all technical issues; and the receipt of any agreed-upon down payment. In the case of contracts for the coating of customer goods, it is also contingent upon the receipt of the goods to be coated. Partial deliveries are permitted to the extent that they are reasonable. The delivery period shall be deemed to have been met if the delivery item has been dispatched by the delivery date or, if dispatch is impossible through no fault of ours, upon notification to the customer that the item is ready for shipment.

4. We shall not be liable for delays in delivery caused by force majeure or other circumstances beyond our control, including, but not limited to, traffic disruptions and operational disruptions for which we are not responsible, strikes, lockouts, shortages of raw materials, and war, provided that we have not guaranteed the successful performance of the service and, furthermore, provided that we have not assumed any procurement risk.

5. If, due to the circumstances described in Article 4(4), we are unable to deliver within the agreed delivery period, the delivery period shall be extended accordingly. If an obstacle to delivery for which we are not responsible, as defined in Article 4(4), persists beyond the extended delivery period, we shall be entitled to withdraw from the contract.

6. If we are unable to meet the agreed delivery date, the customer is required, at our request, to state within a reasonable period of time whether they still wish to proceed with the delivery. If the customer fails to do so, we are entitled to withdraw from the contract or terminate it after a reasonable period of time has elapsed.

7. If we are in default, the following applies:

a. If the transaction is a fixed-date transaction, or if the customer can demonstrate that their interest in the performance of the contract has ceased to exist, or if the delay is due to an intentional breach of contract for which we, our representatives, or our agents are responsible, we shall be liable for damages resulting from the delay in accordance with the provisions of law.

b. If we, our representatives, or our vicarious agents have culpably breached a material contractual obligation or have breached a contractual obligation through gross negligence, and if there is no basis for liability under the statutory provisions within the meaning of subparagraph (a), our liability for damages resulting from delay shall be limited to the foreseeable, typically occurring damage.

c. In other cases, our liability for delay is limited to a maximum of 5% of the delivery value.

d. This does not preclude the customer’s other statutory rights.

e. The foregoing provisions do not entail a reversal of the burden of proof.

Section 5: Transfer of Risk, Shipping Costs, Delivery

Unless otherwise specified in the order confirmation, delivery is agreed to be “ex works.” Shipments are always made at the customer’s expense—even if the delivery originates from a location other than the place of performance—and at the customer’s risk, even in the case of carriage-paid shipments and/or shipments made by the customer’s own personnel or vehicles.

Section 6: Rights in Case of Defects

1. The customer must inspect delivered goods and processed customer goods immediately upon delivery, to the extent that this is practicable in the ordinary course of business. If a defect is discovered, we must be notified immediately. If the customer fails to provide such notice, the goods shall be deemed accepted, unless the defect was not detectable during the inspection. If such a defect becomes apparent later, notice must be given immediately upon discovery; otherwise, the goods shall be deemed accepted even with regard to this defect. Section 377 of the German Commercial Code (HGB) remains unaffected.

The customer is not relieved of his duty to inspect the goods even in the event that the seller exercises a right of recourse under § 478 of the German Civil Code (BGB). If, in such cases, the customer fails to report the defect claimed by his customer immediately, the goods shall be deemed accepted even in light of this defect.

2. If a defect exists, we are entitled to determine the form of subsequent performance, taking into account the nature of the defect and the customer’s legitimate interests. Under these contracts, subsequent performance is deemed to have failed after the third unsuccessful attempt. (This provision does not apply in the case of recourse under § 478 of the German Civil Code (BGB)).

3. In the event of subsequent performance due to defects, we are only obligated to bear the necessary expenses—in particular, transportation, travel, labor, and material costs—to the extent that these costs are not increased by the fact that the item has been moved to a location other than the customer’s registered office or place of business to which it was originally delivered. (This provision does not apply in the event of recourse under Section 478 of the German Civil Code (BGB)).

4. The customer’s rights regarding defects expire after 2 years.

5. Please note that parts intended for use in swimming pool or sauna areas must be requested separately due to the specific air and water conditions. Standard-grade materials are unsuitable for this application.

6. Minor color variations resulting from differences in the surface conditions of the parts we process are unavoidable for technical reasons and do not constitute a defect.

7. The customer shall have no right to claim for defects that arise after delivery to the customer due to improper handling for which we are not responsible, in particular improper installation and commissioning, failure to clean or negligent cleaning, use of unsuitable cleaning agents, exposure to other chemical substances, or inadequate maintenance. Unsuitable cleaning agents include abrasive scouring agents, scratch-inducing sponges, and cleaning agents containing hydrochloric acid, formic acid, acetic acid, or substances containing phosphorus or chlorine bleach.

Section 7: Liability for Damages and Reimbursement of Expenses

1. In the event that we are liable for damages, the following applies:

a. If the claims are based on an intentional breach of duty by us, our representatives, or our agents, we shall be liable for damages in accordance with the statutory provisions. If the claims are based on a grossly negligent breach of duty by us, our representatives, or our agents, liability shall be limited to the foreseeable, typically occurring damage.

b. If we, our representatives, or our vicarious agents have culpably breached a material contractual obligation or a fundamental obligation, but no liability exists under the statutory provisions within the meaning of subparagraph (a), liability shall be limited to foreseeable, typically occurring damages.

c. Unless otherwise specified in sections a. and b., we shall not be liable for damages.

2. The exclusions and limitations of liability set forth in Section 1 apply not only to contractual claims but also to other claims, in particular those arising from tort. They also apply to claims for reimbursement of futile expenses in lieu of performance.

3. The exclusions and limitations of liability set forth in Section 1 do not apply to any claims that may exist under Sections 1 and 4 of the Product Liability Act or arising from culpable injury to life, limb, or health. They also do not apply to the extent that we have assumed a guarantee for the quality of our goods, the success of a service, or a procurement risk, and the guaranteed event has occurred or the procurement risk has materialized.

4. To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, staff, representatives, and agents.

5. A special provision regarding damages for delay is set forth in Article 4, paragraph 7.

6. The foregoing provisions do not entail a reversal of the burden of proof.

Section 8: Supplementary and Deviating Provisions in International Agreements

1. If the customer is based outside the Federal Republic of Germany, the following provisions shall also apply:

a. We are not liable for the legality of the use of the delivered goods as specified in the contract under the laws of the recipient’s country. Nor are we liable for any taxes incurred there.

b. We are not liable for delivery delays caused by government measures, in particular import or export restrictions.

2. If the customer has its place of business outside the Federal Republic of Germany and the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna Sales Convention) applies in its currently valid version, the following provisions shall apply in addition to Article 6, paragraphs 1–4, and Article 7:

a. We shall be liable to the customer for damages in accordance with statutory provisions only if a breach of contract is attributable to intentional or grossly negligent conduct on our part, or on the part of our representatives or vicarious agents. We are also liable in accordance with statutory provisions if we breach a material contractual obligation. The foregoing limitation of liability does not apply to any claims under Sections 1 and 4 of the German Product Liability Act or to claims arising from injury to life or limb caused by the goods.

b. If the goods delivered are not in conformity with the contract, the customer is entitled to rescind the contract or request a replacement only if claims for damages against us are excluded or if it is unreasonable for the customer to make use of the non-conforming goods and assert the remaining damages. In such cases, we are initially entitled to remedy the defect. If the remedy of the defect fails and/or results in an unreasonable delay, the customer is entitled, at his discretion, to declare the contract rescinded or to demand a replacement delivery. The customer is also entitled to do so if the remedy of the defect causes unreasonable inconvenience or if there is uncertainty regarding the reimbursement of any expenses incurred by the buyer.

c. The customer’s claims for defects expire after two years.

Section 9: Retention of Title in Sales Contracts

1. Title to the delivered goods remains reserved until all payments due under the contract have been received. In the case of an ongoing business relationship, title remains reserved until all payments due under that relationship have been received. This also applies if our claims have been included in a running account and the balance has been calculated and acknowledged, as well as to future claims.

2. The customer is obligated to handle the delivered goods with care, in particular to store them properly; the customer is also obligated to insure them at their own expense against fire, water damage, and theft, with coverage sufficient to replace them at their replacement value.

3. In the event of attachments or other interventions by third parties, the customer must notify us immediately in writing so that we may file a lawsuit in accordance with § 771 of the German Code of Civil Procedure (ZPO). To the extent that the third party is unable to reimburse us for the resulting judicial or extrajudicial costs, the customer shall be liable for the loss incurred by us.

4. The customer is entitled to resell and use the delivered goods in the ordinary course of business; however, the customer hereby assigns to us all claims arising from such resale against its customers or third parties, in an amount equal to the value of the goods subject to retention of title, regardless of whether the delivered goods were resold without or after processing. The value of the goods subject to retention of title shall be the final invoice amount agreed upon with us (including VAT). If the resold goods subject to retention of title are co-owned by us, the assignment of claims shall extend to the amount corresponding to our share in the co-ownership. The customer is not authorized to dispose of the goods in any other manner, in particular by pledging them or transferring them as security.

5. The customer remains authorized to collect the receivable arising from the resale even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets their payment obligations from the proceeds received, is not in default of payment, and, in particular, no petition for the opening of insolvency proceedings has been filed or payments have been suspended. However, if this is the case, we may require the customer to disclose the assigned claims and their debtors to us. They must also provide all the necessary information for collection and hand over the relevant documents. They must also notify the debtor of the assignment.

6. Any processing or transformation of the delivered goods by the customer shall always be carried out on our behalf. The customer’s right of ownership in the delivered goods shall continue to apply to the transformed item. If the delivered goods are further processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of the delivered goods to the other processed items at the time of processing. In all other respects, the same provisions apply to the item created by processing as to the goods delivered under retention of title.

7. The customer also assigns to us, as security for our claims against him, those claims arising against a third party as a result of the incorporation of the goods subject to retention of title as an essential component into real property, a vessel, a marine structure, or an aircraft owned by another party, in an amount equal to the value of the goods subject to retention of title, together with all ancillary rights and priority over other claims. Article 9, paragraph 4, sentences 2 and 3 apply mutatis mutandis.

8. The customer also assigns to us, as security for our claims against him, those claims arising from the sale to a third party of his own real property, vessel, ship structure, or aircraft—to which he has incorporated the goods subject to retention of title as an essential component—in an amount equal to the value of the goods subject to retention of title, together with all ancillary rights and priority over other claims. Art. 9, para. 4, sentences 2 and 3 apply mutatis mutandis.

9. If goods subject to retention of title are combined, mixed, or blended with goods belonging to the customer or a third party, we shall become co-owners in accordance with the law. In the event that the customer acquires sole ownership through combination, mixing, or blending, the customer hereby transfers to us co-ownership in proportion to the value of the goods subject to retention of title relative to the other goods at the time of combination, mixing, or blending. In such cases, the customer shall store the item owned or co-owned by us free of charge on our behalf.

10. We agree to release the collateral to which we are entitled at the customer’s request to the extent that the realizable value of our collateral exceeds the claims to be secured by more than 10% or the face value by more than 50%; the selection of the collateral to be released is at our discretion.

Section 10: Lien in Contracts for Work and Materials Concerning the Coating of Customer Goods

Upon delivery of the goods to be coated by us, the customer grants us a lien on such goods to secure our claim under the contract for work and materials.

Section 11: Intellectual Property Rights

To the extent that goods are manufactured in accordance with the Customer’s plans, models, or other equivalent descriptions or specifications, the Customer warrants that our delivery does not infringe any patents, utility models, designs, trademarks, or other intellectual property rights of third parties. If any third party asserts claims against us based on such intellectual property rights, the Customer shall indemnify us against all such claims.

Section 12: Governing Law, Place of Performance, and Jurisdiction

1. This contract is governed by the laws of the Federal Republic of Germany.

2. The place of performance for all obligations under this contract is 73262 Reichenbach.

3. For contracts with merchants, legal entities under public law, special funds under public law, and foreign nationals who do not have a place of jurisdiction in Germany, the place of jurisdiction is 73262 Reichenbach. However, we reserve the right to bring legal action at the customer’s place of business.

Section 13: Miscellaneous

Sollte eine Bestimmung dieses Vertrages unwirksam sein oder werden, so wird dadurch die Wirksamkeit der anderen Bestimmungen dieses Vertrages nicht berührt. In diesem Fall sind die Parteien verpflichtet, die unwirksame Bestimmung durch eine Bestimmung zu ersetzen, die wirtschaftlich dem entspricht, was die Parteien vereinbart hätten, hätten sie die Unwirksamkeit gekannt.

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