1. Validity
All supplies and services are governed solely by the these General Business Terms of the Supplier. General business terms of the Customer shall not apply even if not expressly contradicted again by the Supplier.

2. Offer and scope of supply
The offers of the Supplier are not binding and do no impose any obligation. Drawings, illustrations, dimensions, weights or other specifications shall only be binding if expressly agreed as such in writing.
 
3. Price and payment
Unless otherwise indicated, the Supplier will be bound by the EUR prices contained in his offers for a period of 30 days from the date of the offer. The prices specified in the confirmation of order plus value-added tax at the statutory rate shall prevail. Additional supplies and services will be charged separately. Volume discounts and surcharges for short deliveries and replenishments will be set off as indicated on the price list.

4. Delivery period and delay
(1) Delivery dates or periods which may be agreed as binding or non-binding must be set out in writing.
(2) If non-observance of the delivery period is the result of force majeure, labour disputes or other events outside the control of the Supplier, the delivery period shall be extended adequately. The Supplier will inform the Customer as soon as possible of the start and end of such circumstances.
(3) If the hindrance on account of 4. (2) lasts longer than 3 months, the Customer will, after a reasonable period of grace has elapsed, be entitled to withdraw from that part of the contract not yet fulfilled. If the delivery period is extended or the Supplier is released from his obligation, the Customer may not derive any damage claims therefrom.
(4) If the Supplier is at fault for the non-observance of binding delivery periods and dates or is in default (Verzug), the Customer will be entitled to compensation for default. This shall be 0.5% of the invoice value of the supplies and services affected by the default for each full week of default, but no more than 5% of such invoice value in total. All further claims are excluded unless the delay results from at least gross negligence on the part of the Supplier.
(5) The Supplier shall be entitled to effect partial deliveries and partial services at any time.
(6) Observance of the supply and service obligations of the Supplier presupposes that the Customer has fulfilled his obligations duly and in time. If the Customer is in default of acceptance (Annahmeverzug), the Supplier shall be entitled to demand compensation for the loss suffered; the risk of accidental deterioration and loss of the goods shall pass to the Customer upon occurrence of the default of acceptance.
 
5. Passing of risk and shipping
Risk shall pass to the Customer as soon as the consignment has been handed over to the person performing transport or has left the Supplier’s warehouse for the purposes of shipping. If shipping is rendered impossible through no fault of the Supplier, risk shall pass to the Customer upon notification of readiness for shipping.
 
6. Rights in the case of defects
(1) The Customer shall inspect the supplies and services for the presence of defects immediately upon receipt. If defects are found, these must be notified in writing without delay (unverzüglich) and no later than 10 days after the passing of risk. Hidden defects must be notified in writing immediately and no later than 10 days after discovery.
(2) Deficient parts of the supply or service will be improved (Nachbesserung), substituted (Ersatzlieferung) or performed again (Neuerbringung) at the option of the Supplier.
(3) The Customer shall give the Supplier the requisite time and opportunity to perform all improvements and substitute deliveries (Ersatzlieferung) that the Supplier may consider necessary, failing which the Supplier shall be released from liability for the consequences arising therefrom. Only in urgent cases of a risk to operational safety or to avert disproportionately greater damage, in which case the Supplier must be informed immediately, shall the Customer have the right to rectify the defect himself or through a third party and to demand compensation from the Supplier for the necessary expenses.
(4) If the improvement or substitute delivery has failed or the Supplier has allowed a reasonable period of grace set for the improvement or substitute delivery to elapse without success, the Customer shall, notwithstanding possible damage claims, have the right to reduce the contract price (Minderung) or to withdraw from the contract (Rücktritt) within the statutory provisions. In the case of minor defects, however, the Customer shall only have the right to reduce the contract price.
(5) No claims based on defects shall exist in the case of unsuitable or improper use, deficient assembly or start-up by the Customer or third parties, natural wear and tear, faulty or negligent handling, maintenance other than as prescribed, unsuitable operating resources, chemical, electrochemical or electrical influences and reproducible software errors, except where these are the fault of the Supplier.
If the Customer or third parties carry out inexpert modifications or repair work, no claims based on defects shall exist for these and the consequences arising therefrom. The exclusion of liability shall also apply if the defect is the result of a substance supplied by the Customer.
(6) Claims based on defects shall become time-barred in 12 months.
(7) Warranty claims against the Supplier shall last for 12 months.

7. Reservation of title
(1) The supplied goods shall remain the property of the Supplier until all claims accruing to the Supplier against the Customer on any legal grounds have been satisfied. Processing or reorganisation shall always be performed for the Supplier as manufacturer, but without imposing any obligation on him. If property rights of the Supplier expire, it is hereby agreed that the (joint) ownership of the Customer in the common item shall pass to the Supplier in the proportion of the value represented by the invoice value and that the Customer shall preserve this for him at no charge.
(2) The Customer hereby assigns to the Supplier in full by way of security the claims arising from the resale or on some other legal ground with regard to the reserved goods. The Supplier revocably authorises the Customer to collect the claim assigned to him for his account and on his behalf. The authority to collect may be revoked if the Customer fails to meet his payment obligations.

8. Payment terms
(1) All invoice sums shall be due for payment without deduction within 30 days of the invoice date. The Supplier shall be entitled to set off payments against the older debts first. If the Customer defaults (Verzug), the Supplier shall be entitled to demand interest at 8% above the base rate of the ECB from the relevant date as flat-rate damage if the other party in the transaction is an entrepreneur. In the case of transactions with consumers, the interest rate shall be 5% above the base rate of the ECB. The interest charged will be lower if the Customer proves a lesser burden. The Supplier may prove a greater loss.
(2) The Supplier will grant a discount of 2% for cash payment within 10 days of the invoice date if the invoice value of the goods exceeds EUR 30.00.
   
9. Liability
(1) Liability for damages not occurring to the delivery item itself is excluded, regardless of the legal grounds.
(2) However, the exclusion of liability shall not apply in the case of intent, gross negligence, negligent injury to life,  body or health, defects whose existence was maliciously concealed, the assumption of a guarantee or procurement risk, a breach of substantive contractual duties or deficiencies in the delivery item if liability is established under product liability law for personal injury or material damage to items of private use.
(3) In the case of a negligent breach of substantive contractual duties, the damage claims  for slight negligence shall be limited to the reasonably foreseeable loss under a typical contract.
(4) These provisions shall apply correspondingly in the case of a breach of secondary contractual duties, e.g. duties of disclosure and advice.
(5) If the Customer accrues damage claims, these shall become time-barred as in the case of warranty for defects as set out in Number 6. (6).

10. Place of jurisdiction and applicable law
(1)  For all disputes arising from the contractual relationship, the action shall be brought at the court competent for the Supplier. The Supplier shall also be entitled to pursue legal action at the principal place of business of Customer.
(2) The contractual relationship shall be governed by German law as set out in the Commercial Code (HGB) and Civil Code (BGB), to the exclusion of the UN Sales Convention.
(3) The place of performance for all obligations under the contractual relationship shall be Pforzheim.

Pforzheim, the 01.01.2004
This text is the English translation of the German business terms
Only the German business terms apply
Place of jurisdiction: Pforzheim

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