General Terms and Conditions of Sale and Delivery

This is a convenience translation of the German General Terms and Conditions of Sale and Delivery. In the event of any discrepancy, the German version shall prevail.

These terms and conditions apply to all our deliveries, services and offers to entrepreneurs, legal entities under public law and special funds under public law. Our deliveries are made exclusively on the basis of the following conditions. They therefore also apply to all future business relationships, even if they are not expressly agreed again. These terms shall be deemed accepted upon receipt of the goods or services. Counter-confirmations by the purchaser referring to its own terms of business or purchase are hereby expressly rejected.

2. Offer, offer documents, orders and conclusion of contract

All our offers are subject to change without notice. Orders only become binding upon our order confirmation.

We reserve property rights and copyrights to all documents provided to the purchaser, in particular drawings, samples, data carriers, documentation and illustrations. They may not be used for purposes other than those stipulated in the contract, may not be made accessible to third parties without our express consent and must be returned to us immediately, carriage paid, when the contract is terminated or as soon as the contractual purpose of use has been fulfilled; this applies in particular to documents and information designated as confidential. We are entitled to demand the return of documents at any time if confidentiality is not ensured.

Contracts are only effectively concluded if we confirm the order in writing. The same applies to additions, amendments or collateral agreements. The scope of the mutual obligations is determined by our order confirmation. Unless otherwise specified by the purchaser, customary commercial tolerances and the applicable DIN standards apply.

3. Samples and production equipment

Unless otherwise agreed, the manufacturing costs for samples and production equipment (tools, gauges, templates, etc.) are invoiced separately from the goods to be delivered. This also applies to production equipment that has to be replaced as a result of wear.

The costs of maintenance and proper storage as well as the risk of damage to or destruction of the production equipment are borne by us.

If the purchaser suspends or terminates the cooperation while the samples or production equipment are being manufactured, all manufacturing costs incurred up to that point shall be borne by the purchaser.

The purchaser is entitled to demand the return of the production equipment if an amicable agreement has been reached on the time of return and the purchaser has fully met its contractual obligations.

We store the production equipment free of charge for 3 years after the last delivery to our purchaser. We then ask our purchaser in writing to state within 6 weeks how the equipment is to be used further. Our obligation to store ends if no statement is made or no new order is placed within these 6 weeks.

Customer-specific production equipment may only be used by us for deliveries to third parties with the prior written consent of our purchaser.

4. Long-term and call-off contracts, price adjustment

If, in the case of long-term contracts (contracts with a term of more than 24 months), there is a significant change in wage, material or energy costs, each contracting party is entitled to demand an appropriate adjustment of the price taking these factors into account.

If no binding order quantity has been agreed, we base our calculation on the non-binding order quantity (target quantity) expected by the partner for a certain period. If the partner purchases less than the target quantity, we are entitled to invoice the remaining stock; if it purchases more than the target quantity, we will reduce the unit price appropriately, provided that the partner has announced the additional requirement at least 3 months before delivery.

In the case of delivery dates “on call”, we are entitled to manufacture the quantity ordered. The customer undertakes to accept the manufactured goods within 24 months and to pay the invoiced purchase price. The invoice is also due for payment if the customer does not accept the goods.

5. Prices

Prices are quoted in euros ex works Bocholt, excluding statutory VAT, freight and costs for packaging, transport and value protection. These items are charged separately.

Unless otherwise stated, we consider ourselves bound by the prices contained in our offers for 90 days from their date. Otherwise, the prices stated in the order confirmation plus the applicable statutory VAT shall apply. Additional deliveries and services are charged separately.

A subsequent reduction in the quantity ordered or the number of units in the case of agreed partial deliveries, as well as a reduction in agreed call-offs, shall result in an increase in the unit prices for the parts manufactured.

6. Terms of payment

Our invoices are payable within 10 days of the invoice date with a 2% discount on the net value of the goods, or net within 30 days of the invoice date. Receipt of the invoice amount in our account is decisive for the discount deduction. Tooling costs are due for payment without deduction within 30 days of the invoice date.

In the event of late payment, we are entitled to charge interest of at least 8 percentage points above the base interest rate from the relevant date as lump-sum damages. In the event of late payment, we may, after written notification to the partner, suspend the fulfilment of our obligations until payment is received.

Bills of exchange and cheques are only accepted by agreement and on account of performance, and on condition that they can be discounted. Discount charges are calculated from the due date of the invoice amount. No guarantee is given for the timely presentation of the bill of exchange or cheque or for the protest of a bill of exchange.

If we become aware of circumstances that call the customer’s creditworthiness into question, in particular if a cheque is not honoured or the customer stops making payments, or if we become aware of other circumstances that call the customer’s creditworthiness into question, we are entitled to demand immediate payment of the entire remaining debt, even if cheques have been accepted. In this case, we are also entitled to demand advance payments or security.

The same applies to costs incurred, to services and to goods in progress as well as finished goods not yet delivered. In these cases, we only need to carry out outstanding deliveries and services against advance payment or security and may, after an appropriate grace period, withdraw from the contract and claim damages for non-performance. The purchaser is only entitled to set-off, retention or reduction – even if notices of defects or counterclaims are asserted – if the counterclaims have been legally established or are undisputed.

7. Packaging

We charge packaging material at cost price and do not take it back. Packaging is carried out in accordance with industry standards.

8. Delivery period

Delivery dates or periods, which may be agreed as binding or non-binding, must be in writing. Compliance with our delivery and performance obligations requires the timely and proper fulfilment of the buyer’s/purchaser’s obligations.

Agreed delivery periods begin when our order confirmation is sent, but not before all details or designs have been clarified and all other requirements to be fulfilled by the purchaser have been met.

We are not responsible for delays in delivery and performance due to force majeure and events that make delivery significantly more difficult or impossible for us, not only temporarily – these include in particular strikes, lockouts, official orders, etc. – even if they occur at our suppliers or their sub-suppliers, even in the case of bindingly agreed deadlines and dates. They entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part with regard to the part not yet fulfilled.

Force majeure, industrial disputes, riots, official measures, failure of our suppliers to deliver and other unforeseeable, unavoidable and serious events release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect. This also applies if these events occur at a time when the affected contracting party is in default, unless it caused the default intentionally or through gross negligence. The contracting parties are obliged to provide the necessary information without delay, as far as can reasonably be expected, and to adapt their obligations to the changed circumstances in good faith.

In the event of inability on our part occurring after conclusion of the contract, the purchaser has no claim to damages, provided that we have notified the impossibility of performing the service. The purchaser is only entitled to withdraw if we are demonstrably responsible for failing to meet the delivery date and the purchaser has unsuccessfully set us a reasonable grace period.

9. Inspection and acceptance

The usual inspection of products comprises random checks of dimensions. The costs for this are included in the unit price. The type, scope and costs of additional inspections and inspection procedures to be applied must be specially agreed in writing.

10. Shipment and transfer of risk

Goods notified as ready for dispatch must be accepted by the purchaser immediately. Otherwise, we are entitled to ship them at our discretion or to store them at the partner’s expense and risk.

In the absence of a special agreement, we choose the means of transport and the transport route.

The risk passes to the purchaser upon handover to the railway, forwarding agent or carrier or upon commencement of storage, but at the latest when the goods leave the factory or warehouse, even if we have taken over delivery.

If the products are ready for dispatch and dispatch or acceptance is delayed for reasons for which we are not responsible, but which lie in particular within the purchaser’s sphere of responsibility, the risk passes to the purchaser upon receipt of the notification of readiness for dispatch.

11. Partial deliveries, over- and under-deliveries

We are entitled to make partial deliveries. Over- and under-deliveries of up to 10% of the order quantity are deemed to be fulfilment of the contract and are taken into account in the invoice.

In the case of contracts with continuous delivery, call-off quantities and delivery dates must be notified to us, where possible, when the order is placed. However, we are entitled to manufacture the total quantity of the order at our discretion, unless expressly agreed otherwise. Subsequent changes to the products ordered can only be taken into account if we have not yet manufactured them. If scheduling or call-off is not carried out in time, we are entitled, after an unsuccessful grace period, to withdraw from the part of the contract not yet fulfilled and to claim compensation for the resulting damage.

12. Retention of title

The products delivered remain our property until full payment of all claims arising from the business relationship, including all balance claims from current account between the purchaser and us. The inclusion of individual claims in a current account and the drawing of a balance and its acknowledgement do not affect the retention of title. Payment is deemed to have been made when the equivalent value is received by us. If we accept bills of exchange as a means of payment, our retention of title shall continue until it is established that we can no longer be held liable under this bill of exchange.

The purchaser is entitled to resell the goods still owned by us (reserved goods) in the ordinary course of business as long as it is not in default. This does not apply if there is a prohibition of assignment in relation to the purchaser’s customer: the purchaser is not permitted to pledge the goods or transfer them by way of security. In addition, the purchaser hereby assigns to us in full, by way of security, the claims arising from the resale or any other legal ground (insurance, tort) relating to the reserved goods (including all balance claims from current account). We accept this assignment. The purchaser remains entitled to collect the claim assigned to us as security itself when it falls due until we revoke this authorisation, which we may do at any time. Following revocation of the direct debit authorisation, the purchaser must immediately provide us with the information required to collect the assigned claims and notify the debtors of the assignment.

Any processing or treatment of the reserved goods is carried out by the purchaser for us as manufacturer within the meaning of Section 950 of the German Civil Code (BGB), without any obligations arising for us. If the products are processed or combined with other products not belonging to us, we shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of our products to the other processed products at the time of processing or combination. If our ownership expires as a result of processing or combination, the purchaser hereby transfers to us the ownership rights to which it is entitled in the new item to the extent of the invoice value of the reserved goods and stores them for us free of charge. If the products delivered subject to retention of title are resold together with other goods, regardless of their condition, the advance assignment agreed in paragraph 2 shall only apply in the amount of our invoice value of the reserved goods resold in each case.

In the event of third-party access to the reserved goods or the claims assigned in advance, in particular in the event of enforcement measures, the purchaser must notify us immediately and hand over the documents necessary for an intervention.

If the third party is unable to reimburse us for the judicial and extrajudicial costs incurred in this connection, the purchaser shall be liable for them. If the securities to which we are entitled under the above provisions exceed the claim to be secured by 20%, we shall, at the purchaser’s request, release fully paid deliveries of our choice in individual cases.

13. Complaints / material defects

Complaints regarding weight and quantity must be received by us in writing immediately after receipt of our delivery.

The condition of the goods is determined exclusively by the agreed technical delivery specifications. If we have to deliver according to drawings, specifications, samples, etc. of our purchaser, the purchaser assumes the risk of suitability for the intended purpose. The time of the transfer of risk is decisive for the contractual condition of the goods.

We are not liable for material defects arising from unsuitable or improper use, faulty assembly or commissioning by the purchaser or third parties, normal wear and tear, or faulty or negligent handling, nor for the consequences of improper modifications or repair work carried out by the purchaser or third parties without our consent. The same applies to defects that only insignificantly reduce the value or suitability of the goods.

The purchaser undertakes to notify us of defects in writing immediately, but no later than one week after receipt of the delivery item. Defects that cannot be discovered within this period even with an inspection at the factory must be notified to us in writing immediately after discovery, but no later than 12 months after the transfer of risk; otherwise

the goods shall be deemed approved with regard to this material defect as well.

Our delivery items must be inspected in accordance with the purchaser’s drawing specifications and/or the relevant DIN standards. We must be given the opportunity to establish the defect complained of. Goods complained about must be returned to us immediately upon request; we will bear the transport costs if the notice of defect is justified. If the purchaser fails to comply with these obligations or makes changes to the goods already complained about without our consent, it shall lose any claims for material defects. In the event of a justified notice of defect made in due time, we shall, at our discretion, rectify the goods complained about or deliver a flawless replacement.

14. Other claims, liability

Unless otherwise stated below, other and further claims of the purchaser against us are excluded.

This applies in particular to claims for damages due to breach of obligations arising from the contractual relationship and from tort. We are therefore not liable for damage that has not occurred to the delivered goods themselves. In particular, we are not liable for loss of profit or other financial losses of the purchaser.

The following limitations of liability do not apply in the case of intent, gross negligence on the part of our legal representatives or executive employees, or culpable breach of material contractual obligations. In the event of culpable breach of material contractual obligations, we are only liable – except in cases of intent or gross negligence on the part of our legal representatives or executive employees – for the typical, reasonably foreseeable damage, up to a maximum of the invoice amount of the specific order on which the claim is based.

Furthermore, the limitation of liability does not apply in cases where there is liability under the German Product Liability Act for personal injury or property damage to privately used items due to defects in the delivered goods. Nor does it apply in the event of injury to life, limb or health or in the absence of warranted characteristics, if and to the extent that the warranty was intended precisely to protect the partner against damage that does not occur to the delivered goods themselves.

Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, legal representatives and vicarious agents. The statutory provisions on the burden of proof remain unaffected.

15. Infringement of patents and other third-party rights

The purchaser is obliged to check on its own initiative whether placing the order may infringe industrial property rights and, if applicable, to inform us that the order concerns parts effectively protected by industrial property rights. It assumes all liability for claims asserted against us by an entitled party for this reason in the execution of its order and indemnifies us against such claims.

16. Confidentiality

Each contracting party shall use all documents (including samples, models and data) and knowledge obtained from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties with the same care as its own corresponding documents and knowledge if the other contracting party designates them as confidential or has an obvious interest in keeping them secret. This obligation begins upon first receipt of the documents or knowledge and ends 36 months after the end of the business relationship.

The obligation does not apply to documents and knowledge that are generally known or that were already known to the contracting party upon receipt without it being obliged to maintain secrecy, or that are subsequently transmitted by a partner authorised to pass them on, or that are developed by the receiving contracting party without using documents or knowledge of the other contracting party that are to be kept secret.

17. Drawings and descriptions

If one contracting party provides the other with drawings or technical documents relating to the goods to be delivered or their manufacture, these remain the property of the contracting party providing them.

18. Limitation period

The warranty ends 12 months after the transfer of risk.

The limitation of claims due to defects, insofar as these are not already excluded by these conditions. The statutory limitation period applies to claims for damages due to defects and to claims arising from tort.

All other claims of the purchaser due to material defects, in particular for subsequent performance, reimbursement of expenses in the case of self-remedy, withdrawal, reduction and reimbursement of futile expenses, become time-barred within one year.

The limitation period for the purchaser’s claims is only suspended during negotiations if we have agreed to negotiations in writing. The suspension ends 3 months after our last written statement.

19. Place of performance, place of jurisdiction, applicable law and partial invalidity

The law of the Federal Republic of Germany applies to these business relationships and to all legal relationships between us and the purchaser. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.

For all legal disputes, including proceedings relating to cheques or bills of exchange, the place of jurisdiction is our registered office in Bocholt. However, we are also entitled to sue the purchaser at another statutory place of jurisdiction. The invalidity of provisions in these terms and conditions or of any other provision agreed between the parties shall not affect the validity of the remaining provisions of these General Terms and Conditions or other agreements.

In the case of other provisions agreed between the parties, the parties are obliged to replace the invalid provision with valid provisions that come as close as possible to the meaning of the invalid provision.

Last updated: September 2026