General Terms and Conditions (GTC) for Deliveries

of the company

JENTNER Plating Technology GmbH
Johann-Staib-Strasse 2 75179 Pforzheim, Germany
Status: January 2025

1. Scope of application

1.1 Our GENERAL TERMS AND CONDITIONS shall apply exclusively. Insofar as these do not contain any provisions, the law shall apply. Conflicting or additional terms and conditions of the contractual partner are rejected. They shall only apply if we have expressly agreed to them or parts thereof in writing. Our GENERAL TERMS AND CONDITIONS shall also apply if our deliveries are made without reservation in the knowledge of conflicting or additional terms and conditions of the contractual partner.

1.2 Our GENERAL TERMS AND CONDITIONS shall only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

1.3 Our GENERAL TERMS AND CONDITIONS shall also apply to future transactions with the contractual partner.

2. Conclusion of contract, content of contract

2.1 Offers and prices contained in our web store, in brochures, advertisements and other advertising material do not constitute a legally binding contractual offer, but merely an invitation to the customer to submit an offer.

2.2 Insofar as the contract is concluded via the online ordering process, the following applies: The contractual partner submits a binding offer for the goods contained in his shopping cart when he has gone through the online ordering process by entering the information requested there and clicks on the “Order” button in the last order step (“Place order”). The individual steps are as follows:

Place the product in the shopping cart
Press the “Checkout” button
Enter the customer details and click on the “Continue” button
Change the shipping address or the billing address; select the shipping method and the payment method; accept the terms and conditions and then/or click directly on “Order now”
Place a binding order by clicking on “Order now”.
Print out the order, continue shopping or leave the site.

The contractual partner can change or delete individual entries during the ordering process by pressing the “Edit” or “Delete” button.

We confirm receipt of the contractual partner's order by sending a confirmation e-mail immediately after the order process has been completed. With this order confirmation, we do not yet accept the offer of the contractual partner. The order confirmation merely serves to inform you about your order. If we accept your offer, we will send you an order confirmation by e-mail or by post. The contractual partner accepts the offer by sending its acceptance of the offer. Acceptance may be made by fax, e-mail or in writing.

2.3 The scope and content, in particular the quality characteristics, of the contractual products owed shall be derived exclusively from our contractual documents. Other descriptions of the contractual products, public statements, promotions and advertising do not contain any contractually owed quality specifications.

2.4 We reserve the right to make the following changes to the contractual products after conclusion of the contract, insofar as this is reasonable for the contractual partner:

Product changes in the course of continuous product development and improvement;
minor and insignificant deviations in color, shape, design, dimensions, weight or quantity; deviations customary in the trade

2.5 A liability for damages in accordance with § 122 BGB presupposes that we are at fault.

3. Prices, terms of payment

3.1 Subject to special agreement, our prices are ex works/company excluding postage, shipping and freight. Unauthorized chargeback costs shall be borne by the contractual partner. Value added tax shall be charged additionally at the statutory rate.

3.2 Payments shall be made within 30 days of the invoice date free our paying agent. Invoices shall be issued as soon as the delivery leaves our company. If payment is received within 14 days of the invoice date, we grant a 2% discount.

3.3 If payment is not made within 30 days of the invoice date, the contractual partner shall be in default without any further declaration on our part.

3.4 Offsetting can only be declared by the contractual partner with undisputed, recognized or legally established counterclaims. The contractual partner is only authorized to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.

3.5 In the event that the net purchase prices to be paid for the contractual materials increase by more than 5 percent at the time of their delivery after conclusion of the contract, we shall have the right to demand that the contracting party enter into supplementary negotiations with the aim of bringing about an appropriate adjustment of the contractually agreed prices for the contractual materials concerned to the current delivery prices by agreement.

4. Delivery time, obstacles to delivery for which we are not responsible, delay in delivery

4.1 The stated delivery times are only fixed dates if they are expressly specified as such. The contractual partner accepts longer delivery times if the ordered goods are not in stock and we have to accept longer delivery times from our suppliers.

4.2 Compliance with delivery obligations, in particular delivery dates, requires the timely and proper fulfillment of any obligations to cooperate on the part of the contractual partner. The defense of non-performance of the contract remains reserved.

4.3 Compliance with the delivery period shall be determined by the time at which the delivery leaves our company.

4.4 Delays in delivery for which we are not responsible:

4.4.1 We shall not be responsible for delays in delivery due to the following obstacles to delivery - unless a procurement risk or a guarantee has been assumed in exceptional cases with regard to compliance with the deadline or delivery date; the same shall also apply if these obstacles occur at our suppliers or their subcontractors: Circumstances of force majeure as well as obstacles to delivery which occur after conclusion of the contract or which only become known to us after conclusion of the contract through no fault of our own and in respect of which we provide evidence that they could not have been foreseen and prevented by us even with due care and attention and in this respect we are not at fault for acceptance, precaution or averting, in particular delays in deliveries from our own suppliers, justified industrial action (strikes and lockouts); operational disruptions; shortages of raw materials; failure of operating and auxiliary materials, cases of pandemic.

4.4.2 Claims for damages by the contractual partner are excluded in the event of delays in delivery within the meaning of Clause 4.4.1.

4.4.3 In the event of a definitive impediment to delivery within the meaning of Clause 4.4.1, each contracting party shall be entitled to terminate the contract immediately by rescission in accordance with the statutory provisions.

4.4.4 In the event of a temporary impediment to delivery within the meaning of Clause 4.4.1, we shall be entitled to postpone deliveries for the duration of the impediment plus a reasonable start-up period.

4.5 We are entitled to make partial deliveries to an extent that is reasonable for the contractual partner.

5. Delivery, transfer of risk, culpable breach of obligations to cooperate

5.1 With the exception of Euro pallets, we generally do not take back packaging. The contractual partner is obliged to dispose of the packaging at his own expense.

5.2 The risk of accidental loss or accidental deterioration shall pass to the contractual partner as soon as the goods have been handed over to the person or institution designated to carry out the delivery, but at the latest when the goods leave our company. Deterioration is to be assumed in particular if the original packaging is no longer in proper condition or the original seal has been removed, e.g. when the original packaging of batteries, etc. is opened.

6. Retention of title

6.1 We reserve title to the delivery (“Products subject to Retention of Title”) until receipt of all payments arising from the business relationship with the Contractual Partner. The retention of title shall also extend to the recognized balance insofar as we book claims against the contractual partner in current accounts (current account reservation). If the contractual partner acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the products subject to retention of title. If we take back the products subject to retention of title, this shall constitute a withdrawal from the contract. After taking back the products subject to retention of title, we shall be authorized to sell them; the proceeds from the sale shall be set off against the liabilities of the contractual partner - less reasonable selling costs.

6.2 The contractual partner is entitled to resell the products subject to retention of title in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claims which accrue to him from the resale against his customers or third parties. If the contractual partner includes the claims from a resale of the reserved products in a current account relationship existing with his customer, the current account claim shall be assigned in the amount of the recognized balance; the same shall apply to the “causal” balance in the event of the insolvency of the contractual partner. The contractual partner is authorized to collect the assigned claims even after their assignment. Our authority to collect the claims ourselves shall remain unaffected by this - subject to the provisions of insolvency law; however, we undertake not to collect the claims as long as the contractual partner does not breach its contractual obligations, in particular does not properly meet its payment obligations, is not in default of payment and no application for the opening of insolvency proceedings has been filed or payments have not been suspended. Transfer by way of security or pledging shall not be covered by the contractual partner's authorization to sell.

6.3 If our obligation to refrain from collecting the claims ourselves in accordance with Section 6.2 above ceases to apply, we are

subject to the provisions of insolvency law - entitled to
to revoke the authorization to resell and to exercise our right to take back and realize the goods in accordance with Section 6.1 above and/or
to revoke the collection authorization and to demand that the contractual partner informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

6.4 The contractual partner must notify us immediately in writing in the event of damage to or loss of the products subject to retention of title as well as in the event of a change of ownership or residence. The same shall apply in the event of seizure or other interventions by third parties so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the contractual partner shall be liable for the loss incurred by us. If the release of the products subject to retention of title is achieved without litigation, the costs incurred in the process can also be charged to the contractual partner, as can the costs of returning the seized products subject to retention of title.

6.5 The processing or transformation of the products subject to retention of title by the contractual partner shall always be carried out on our behalf. If the products subject to retention of title are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the products subject to retention of title (final invoice amount including VAT) to the value of the other processed items at the time of processing or transformation. In all other respects, the same shall apply to the item resulting from the processing or transformation as to the products subject to retention of title. The contractual partner shall be granted an expectant right corresponding to its expectant right to the products subject to retention of title to the item created by processing or transformation.

6.6 If the reserved products are inseparably mixed or combined with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved products (final invoice amount including VAT) to the value of the other mixed or combined items at the time of mixing or combining. If the mixing or combination is carried out in such a way that the contractual partner's item is to be regarded as the main item, it is agreed that the contractual partner shall transfer co-ownership to us on a pro rata basis. The contractual partner shall safeguard the sole ownership or co-ownership for us.

6.7 In the event of the resale of our products subject to retention of title after processing or transformation, the contractual partner hereby assigns to us by way of security its claims for remuneration in the amount of the final invoice amount (including VAT) of our claims. If we have only acquired co-ownership in accordance with the above Clause 6.5. or 6.6. due to the processing or transformation or the mixing or combination of the products subject to retention of title with other items not belonging to us, the purchase price claim of the contractual partner shall only be assigned to us in advance in the ratio of the final amount invoiced by us for the products subject to retention of title including VAT to the final invoice amounts of the other items not belonging to us. In all other respects, the above clauses 6.2. to 6.4. shall apply accordingly to the claims assigned in advance.

6.8 If the retention of title or the assignment is not effective under foreign law in whose jurisdiction our reserved products are located, the security corresponding to the retention of title and the assignment in this jurisdiction shall be deemed agreed. If the cooperation of the contractual partner is necessary for the creation of such rights, he shall be obliged, at our request, to take all measures necessary to establish and maintain such rights.

6.9 The contractual partner is obliged to treat the products subject to retention of title with care and to maintain them at its own expense; in particular, the contractual partner is obliged to insure the products subject to retention of title at its own expense in our favor sufficiently at replacement value against theft, robbery, burglary, fire and water damage. The contractual partner hereby assigns to us all resulting insurance claims in respect of the products subject to retention of title. We accept the assignment. In addition, we reserve the right to assert our claims for performance or damages.

6.10 We undertake to release the securities to which we are entitled at the request of the contractual partner to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.

7. Description of performance, liability for defects

7.1 The qualities listed in our contractual documents comprehensively and conclusively define the characteristics of our deliveries and services. In case of doubt, these are merely the subject of quality agreements and not of guarantees or assurances. In case of doubt, our statements and declarations in connection with this contract do not contain any guarantees or assurances in the sense of an aggravation of liability or the assumption of a special obligation to assume responsibility. In case of doubt, only express written declarations on our part with regard to the provision of guarantees and assurances shall be authoritative.

7.2 No warranty is assumed for damages for the following reasons: unsuitable or improper use, natural wear and tear, incorrect or negligent handling, improper modifications or modifications made by the contractual partner or third parties without our prior approval.

7.3 Claims for defects on the part of the contractual partner shall not exist in the event of only insignificant deviation from the agreed quality or in the event of only insignificant impairment of the usability of our deliveries or services.

7.4 The contractual partner's rights in respect of defects presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 of the German Commercial Code (HGB).

7.5 If there is a defect, we shall be entitled, at our discretion, to subsequent performance in the form of rectification of the defect or delivery of a new defect-free item. If one or both types of subsequent performance are impossible or disproportionate, we shall be entitled to refuse them. We may also refuse subsequent performance as long as the contractual partner does not fulfill its payment obligations to us to an extent that corresponds to the defect-free part of the service provided. We are obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the delivery was taken to a place other than the place of performance, unless the transfer corresponds to the intended use. We are also entitled to have the defect rectified by third parties. Replaced parts shall become our property.

7.6 In the event of impossibility or failure of subsequent performance, culpable or unreasonable delay or serious and final refusal of subsequent performance by us or unreasonableness of subsequent performance for the contractual partner, the latter shall be entitled, at his discretion, either to reduce the purchase price accordingly (reduction) or to withdraw from the contract (withdrawal).

7.7 Insofar as the contractual provisions on the conditions and consequences of subsequent performance, reduction and withdrawal do not contain any or no deviating provisions, the statutory provisions on these rights shall apply.

7.8 The contractual partner's claims for damages and reimbursement of expenses in connection with defects shall be governed by the following provisions in Sections 7.8.1 to 7.8.4 inclusive, irrespective of the legal nature of the claim - in particular also with regard to claims for defects and breaches of duty, as well as tortious claims.

7.8.1 We shall be liable without limitation for damages in accordance with the statutory provisions:

in the event of intent;
in the event of culpable injury to life, limb or health;
in the event of defects and other circumstances that have been fraudulently concealed,

in the case of defects whose absence has been guaranteed or where a guarantee of quality has been given.

7.8.2 Furthermore, we shall be liable for damages in accordance with the statutory provisions, whereby our liability for damages shall, however, be limited to the foreseeable, typically occurring damage (except in the cases set out in Section 7.8.1 above):

in the event of gross negligence on the part of our legal representatives, executives and other vicarious agents;
in the event of slight negligence on the part of our legal representatives, executives and other vicarious agents, provided that these violate essential contractual obligations (obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely).

7.8.3 Liability under the Product Liability Act remains unaffected.

7.8.4 Unless otherwise stipulated in Section 8.8. above, further claims are excluded.

7.9 The statutory provisions on the burden of proof shall remain unaffected by the above terms and conditions of this Section 7.

8. Limitation period

The limitation period for claims and rights due to defects in the deliveries - regardless of the legal grounds - with the exception of the delivery of used goods - is a maximum of one year, provided the goods have not spoiled beforehand. Deliveries of used goods are made in used condition and to the exclusion of any liability.

9. assignment of claims by the contractual partner

Claims against us in respect of the deliveries to be made by us may only be assigned with our prior written consent.

10. hazard warning

The specified use of the products may of course only be carried out in compliance with the applicable laws, regulations and directives, including the Chemicals Act (ChemG), Water Resources Act (WHG), Hazardous Substances Ordinance (GefStoffV), Industrial Safety Ordinance (BetrSichV), Technical Rules for Flammable Liquids (TRbF), Technical Rules for Hazardous Substances (TRGS).

11. Place of performance, place of jurisdiction, applicable law, intra-Community acquisition, severability clause

11.1 Subject to special agreement, the place of performance is exclusively our registered office.

11.2 If the contractual partner is a merchant within the meaning of the German Commercial Code, the place of jurisdiction for all obligations arising from and in connection with the contractual relationship - including for matters relating to bills of exchange and checks - shall be our registered office or, at our discretion, the registered office of the contractual partner. The above agreement on the place of jurisdiction shall also apply to contractual partners based abroad.

11.3 All rights and obligations arising from and in connection with the contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods, without regard to conflict of laws provisions.

11.4 For the purpose of credit checks, Bürgel Wirtschaftsinformationen GmbH & Co. KG, Postfach 500 166, 22701 Hamburg, Germany, will provide us with the address and creditworthiness data stored in its database about you, including those determined on the basis of mathematical-statistical procedures, provided that we have credibly demonstrated our legitimate interest. For the purpose of deciding on the establishment, execution or termination of the contractual relationship, we collect or use probability values, the calculation of which includes address data.

11.5 Should a provision in these GENERAL TERMS AND CONDITIONS or a provision within the framework of other agreements between us and the contractual partner be or become invalid, this shall not affect the validity of all other provisions or agreements.

12. further information

12.1 The language available for the conclusion of the contract is German and English.

12.2 Please refer to the individual product descriptions on our website for the main features of the goods we offer and the period of validity of limited offers.

12.3 The presentation of our goods does not constitute a binding offer on our part. Only the order of goods by you is a binding offer according to § 145 BGB. After your order, we will send you an e-mail containing the order you have placed. If this offer is accepted, we will also send you a separate order confirmation by e-mail. This concludes the purchase contract between you and us.

12.4 You can recognize any input errors when placing your order in the final confirmation before the final order and correct them at any time using the delete and change function before sending the order.

12.5 The prices quoted by us are net prices plus VAT, plus shipping and, if applicable, customs duties and taxes for shipping abroad. An overview of the shipping costs incurred can be found here > Shipping costs.

12.6 We offer the following payment methods: Payment in advance/bank transfer, Paypal and purchase on account (only for authorities and for all German contractual partners after the third order)

12.7 Unless clearly stated otherwise in the product description, all items offered are ready for immediate dispatch.

12.8 We save the text of the contract and send you the order data and our GTC by e-mail. You can also view the GTC at any time here.

Terms and conditions of purchase

of the company

JENTNER Plating Technology GmbH
Johann-Staib-Strasse 2, 75179 Pforzheim
Status: January 2025

1. Scope of application

1.1 Our Terms and Conditions of Purchase apply exclusively. Insofar as these do not contain any provisions, the law shall apply. We do not recognize any terms and conditions of the contractual partner which conflict with or deviate from our Terms and Conditions of Purchase or which deviate from the law to our disadvantage, unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the delivery of the contractual partner without reservation in the knowledge of terms and conditions of the contractual partner that conflict with or deviate from our Terms and Conditions of Purchase or deviate from the law to our disadvantage

1.2 Our Terms and Conditions of Purchase shall only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

1.3 Our Terms and Conditions of Purchase shall also apply to all future transactions with the contractual partner.

2. Conclusion of contract, subject matter of contract

2.1 If the contractual partner does not accept our order within a period of one week from its receipt, we may withdraw from our order at no cost to us.

2.2 In addition to our Terms and Conditions of Purchase, our order details, i.e. all product specifications to which we refer in the context of our order or which are contained in the documents attached to our orders, in particular our specifications and functional specifications as well as technical documentation such as drawings, building regulations, material specifications, etc., shall form an integral part of the contract.

2.3 The transfer of our order to third parties or the involvement of subcontractors is only permitted with our written consent. In the event of non-compliance, we may - without prejudice to our other statutory rights - withdraw from the contract.

2.4 An obligation to pay damages in accordance with § 122 BGB presupposes that we are at fault.

3. Property rights, copyrights, exploitation rights under copyright law and industrial property rights to our contractual documents and production equipment, insurance of our production equipment, confidentiality, contractual penalty

3.1. Documents and means of production of all kinds that we have provided to our contractual partner within the scope of our orders and commissions, such as

Illustrations, calculations, drawings, drafts, manufacturing instructions and the like,
models, samples and prototypes,materials and parts provided,
tools,
software

remain our property (reserved goods).

3.2. The processing or transformation of our materials or parts provided by the contractual partner shall be carried out on our behalf. If our reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item (contractual product) in the ratio of the value of our reserved goods (purchase price plus VAT) to the other processed items at the time of processing or transformation. If our provided parts or materials are inseparably mixed or combined with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our reserved items (purchase price plus VAT) to the other mixed or combined items at the time of mixing or combining. If the mixing or combination is carried out in such a way that the contractual partner's item is to be regarded as the main item, it is agreed that the contractual partner shall transfer co-ownership to us on a pro rata basis. Materials and parts provided by us shall be stored properly, appropriately and separately as our property prior to processing.

3.3. In particular, it is agreed between our contractual partner and us that our contractual partner shall take our sole ownership or co-ownership into proper safekeeping and care free of charge.

3.4. We shall continue to be entitled to our previous rights, in particular any copyrights, exploitation rights under copyright law or industrial property rights, to our reserved goods within the meaning of Section 3.1, insofar as they were not granted to the contractual partner in order to achieve the purpose of the contract. The contractual partner warrants that we are entitled to the rights of use and exploitation necessary to achieve the purpose of the contract in respect of the contractual products belonging to us in accordance with clause 3.2.

3.5. The contractual partner is obliged to insure the means of production belonging to us at replacement value against fire, water damage and theft at his own expense. At the same time, the contractual partner hereby assigns to us all claims for compensation arising from this insurance; we hereby accept the assignment.

3.6. The contractual partner is obliged to carry out any necessary maintenance and inspection work on our tools as well as all servicing and repair work at his own expense and in good time. He must notify us immediately of any malfunctions; if he culpably fails to do so, he shall be liable for all damages incurred by us as a result.

3.7. Production documents and means of production belonging to us in accordance with clause 3.1. may not be used, reproduced, passed on, sold, pledged or made accessible to third parties, except for agreed or contractual purposes; in particular, no products may be manufactured for third parties.

3.8. Our production documents and means within the meaning of clause 3.1. must be kept secret. They may only be disclosed to third parties with our express consent. The provisions of clause 15 (confidentiality obligation, prohibition of utilization) shall apply accordingly.3.9. If it is certain that the order will not be placed or if the order has been completed, the production documents and resources belonging to us must be returned to us immediately at our request

either be returned to us in perfect condition without retaining copies, individual items, etc.
or to destroy or modify them in such a way that they can no longer be used for the manufacture of the contractual products.

Proof of destruction or modification must be provided to us upon request. The same shall apply to any semi-finished and finished products still existing at the time of termination of the contract and manufactured according to our production documents or with the aid of our production equipment or specially manufactured for us; in particular, they may not be delivered to third parties even if they are defective parts rejected by us. Our contractual partner may not assert a right of retention against the rights to which we are entitled in accordance with Section 3.9.

3.10. If the security interests to which we are entitled in accordance with Clause 3.2. exceed the purchase price of all our reserved goods not yet paid for by more than 10%, we shall be obliged to release the security interests at our discretion at the request of the contractual partner.

4. Prices, terms of payment

4.1. The price stated in our order is binding. Price increase reservations require our express written consent. Unless otherwise agreed, the prices shall apply free domicile including packaging and other expenses.

4.2. The statutory VAT is included in the price.

4.3 The invoice must be sent to us in duplicate and may not be enclosed with the deliveries. Furthermore, we can only process invoices in due time if these - in accordance with the specifications in our order - state the order and identification numbers shown there; the contractual partner shall be responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them. Value added tax shall be shown separately in the invoices. For goods not manufactured in the Federal Republic of Germany, a certificate of origin or a corresponding declaration by the contractual partner must be submitted with the invoice at the latest.

4.4. Unless otherwise agreed in writing, we shall pay invoices within 14 days of delivery and receipt of invoice with a 2% discount or within 30 days of receipt of invoice. If we receive invoices during our company vacation and it is therefore not possible to comply with discount periods, we shall be entitled to deduct a discount if payment is made immediately after the end of our company vacation. Payments shall be made at our discretion by sending crossed checks or by transfer to bank/postal check accounts. The postmark shall be decisive for timely payment.

Cash on delivery, postal orders and their possible costs will not be honored by us.

4.5. We shall be entitled to rights of set-off and retention to the extent permitted by law.

5. Delivery, delivery time

5.1. Subject to separate agreement, the deliveries and services ordered by us shall be free to the destination specified by us.

5.2. The dates and deadlines for delivery, acceptance, commissioning etc. specified in the order are binding.

5.3. The ordered deliveries must be received at the place of destination on the agreed delivery date or be ready for commissioning or acceptance at the place of destination on the agreed commissioning or acceptance date; services must be rendered on the agreed performance date.

5.4. Delivery and performance deadlines or dates that have not been agreed as binding in individual cases but as “expected, approximate, approximate” or similar shall become binding upon expiry of four weeks after the specified date.

5.5. If circumstances arise or become apparent to the contractual partner which prevent the contractual partner from fulfilling the contract on time and in the prescribed quality, the contractual partner must notify us immediately in writing, stating the reasons for the impediment. The contractual partner shall compensate us for any damages incurred due to delayed, omitted or incomplete notification.

5.6. The statutory provisions shall apply to the prerequisites and legal consequences of a delay in delivery or performance. In particular, we shall be entitled to demand compensation instead of performance after the fruitless expiry of a reasonable period. If we demand compensation, the contractual partner shall also have the right to prove that he is not responsible for the breach of duty.

5.7. If a delivery or service is not provided on time by the contractual partner, we shall be entitled to withdraw from the contract after the fruitless expiry of a reasonable period, even if the contractual partner is not at fault or is not responsible. Section 323 BGB shall apply.

5.8. We are entitled to assert a claim for damages instead of performance in accordance with clause 5.6. above in addition to the right of withdrawal in accordance with clause 5.7. above.

6. Transportation, transfer of risk, documents, packaging

6.1. If transportation costs are borne by us in exceptional cases, the contractual partner undertakes to always choose the most economical mode of shipment. We shall only reimburse higher costs if these are attributable to special packaging and shipping instructions specified by us.

6.2. Our contractual partner shall be liable for losses and damage that occur during transportation, including unloading, until handover or acceptance. The contractual partner is obliged to insure the ordered deliveries against transport damage at his own expense if they contain materials or parts provided by us. The contractual partner hereby assigns to us all claims for compensation arising from this insurance in the amount of the purchase price of the materials and parts provided by us; we hereby accept the assignment.

6.3. All shipping and delivery documents as well as other documents relating to the orders or commissions must bear all identifiers (order and identification numbers) contained in the orders or commissions in full. Dispatch notes must be sent to us in duplicate immediately upon dispatch of the goods. Each delivery must be accompanied by a delivery bill with additional details of the order date. In the case of partial deliveries, the remaining quantity to be delivered must be indicated. Our purchase order number must also be stated in the shipping address of the packages. If the contractual partner omits the prescribed marking, we shall not be responsible for any delays in processing resulting from this.

6.4. Unless otherwise agreed, we are not obliged to store packaging material or to return it to the contractual partner.

7. Acceptance, approval

7.1. If we are prevented from accepting or taking delivery of the goods or services and the associated obligations such as the obligation to inspect and give notice of defects as a result of force majeure circumstances or obstacles to delivery or performance which occur after the conclusion of the contract or which become known to us through no fault of our own only after the conclusion of the contract and which demonstrably could not have been foreseen and prevented by us even with due care, we shall be released from such obligations for the period and scope of the effect of these circumstances and obstacles. Under the aforementioned conditions - occurrence or discovery through no fault of our own only after conclusion of the contract, unforeseeability and unavoidability proven by us - the aforementioned obstacles to delivery or performance include in particular Justified labor disputes (strikes and lockouts); operational disruptions; failure of operating and auxiliary materials; shortage of personnel. We shall inform the contractual partner immediately of the hindrance and the reasons for it.

7.2. We are entitled to refuse acceptance or acceptance of deliveries before the agreed delivery or acceptance dates. Goods delivered prematurely may be returned or stored with third parties at the expense and risk of the contractual partner.

7.3. In the case of 8.4 The limitation period for claims for defects shall be governed by the statutory provisions. work deliveries or services, we must be notified of the acceptance date no later than fourteen days before the acceptance is carried out in the case of expected delivery dates or deadlines. At our request, the contractual partner shall prepare a test report with the associated material certificates in quadruplicate for the acceptance, according to which the acceptance shall be carried out and on which the defects recognizable during the acceptance shall be listed. Once signed by the contracting parties, it shall be deemed to be the acceptance report. If the contractual partner owes installation services, acceptance shall only take place after commissioning at the place of destination.

7.4. The contractual products to be delivered must be properly packaged. If packaging or shipping instructions specified by us are not observed, we shall be entitled to refuse acceptance of the contractual products without being in default of acceptance.

8. Requirements for the contractual products, inspection for defects, liability for defects, limitation period for claims for defects

8.1. The deliveries must comply with the statutory and official regulations applicable to their distribution and use at the time of delivery, in particular occupational safety, accident prevention and other safety regulations, such as those laid down in DIN standards, UVV regulations, VDE regulations, CE standards, the Machinery Protection Act, the GAA Ordinance, the technical guidelines of the TÜV, the fire prevention regulations of the responsible area and the regulations applicable at the installation site regarding the prevention of immission and environmental damage, as well as the recognized rules of technology. Our contractual partner will check them for this before dispatch and, at our request, issue a works or test certificate. The protective equipment required in accordance with the applicable accident prevention regulations must also be supplied, without this requiring any special reference in our orders.

8.2. Our claims in the event of defects shall be governed by the statutory provisions, unless otherwise provided for in these Terms and Conditions of Purchase.

8.3. We are entitled to give notice of defects within five working days of receipt of the contractual products in the case of obvious defects and within five working days of discovery in the case of hidden defects.

8.4. The limitation period for claims for defects shall be governed by the statutory provisions.

8.5. In the event of defects, we shall be entitled - irrespective of the full statutory claims to which we are entitled - to return the defective delivery at the expense and risk of the contractual partner and, at our discretion, to demand rectification in the form of a faultless replacement or removal of the defect. In this case, the contractual partner shall be obliged to bear all expenses necessary for the purpose of remedying the defect or delivering a replacement. We expressly reserve the right to claim damages, in particular damages in lieu of performance.

8.6. After unsuccessful setting of a reasonable deadline and in the event of imminent danger or particular urgency, we may rectify the identified defects ourselves or have them rectified by third parties at the expense of the contractual partner.

8.7. The contractual partner shall inform us of all significant defects and potential or actual hazards arising from its deliveries or services that have occurred at its customers or their customers.

9. Product liability, product recall, liability insurance cover

9.1. If a claim is made against us by an injured party on the basis of product liability under domestic or foreign law, the contractual partner shall be obliged to indemnify us against claims for damages on first demand to the extent that the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.

9.2. We reserve the right to assert any claims for damages against the contractual partner for cases of damage within the meaning of 9.1. the contractual partner is also obliged to reimburse any expenses in accordance with §§ 683, 670 BGB and §§ 830, 840, 426 BGB which arise from or in connection with a recall campaign carried out by us. We shall inform the contractual partner about the content and scope of the recall measures to be carried out - as far as possible and reasonable - and give him the opportunity to comment. Other statutory claims shall remain unconsidered.

9.3. The contractual partner undertakes to maintain product liability insurance with a lump sum cover of € 1,000,000.00 per personal injury/property damage for the duration of this contract, i.e. until the respective expiry of the limitation period for defects; if we are entitled to further claims for damages, these shall remain unaffected.

10. Third-party property rights

10.1. Our contractual partner guarantees that no rights of third parties in the Federal Republic of Germany or in our export countries known to the contractual partner upon conclusion of the contract are infringed in connection with and through its deliveries and services. In particular, the contractual partner shall ensure through appropriate agreements with its employees or agents that the purpose of the contract, in particular the contractually agreed scope of use for software, is not impaired by any co-authorship or other rights. At our request, the contractual partner shall in particular provide evidence of the conclusion of corresponding agreements with the persons involved in the creation of the software program.

10.2. If claims are asserted against us by a third party due to an infringement of rights, the contractual partner is obliged to indemnify us against these claims upon first written request; we are not entitled to make any agreements with the third party - without the consent of the contractual partner - in particular to conclude a settlement.

10.3. The contractual partner's indemnification obligation shall also apply to all expenses necessarily incurred by us from or in connection with claims asserted by a third party. If necessary, our contractual partner must provide us with legal assistance or, at our request, enter into any legal disputes at its own expense.

10.4. We reserve the right to assert any claims for damages against the contractual partner.

10.5. The limitation period for our claims in accordance with clauses 10.1. to 10.4. above is ten years, beginning with the conclusion of the respective contract.

11. Procurement guarantees

11.1. The contractual partner shall be fully responsible for the procurement of the supplies and services required for the ordered deliveries or services - even if it is not at fault (full assumption of the procurement risk).

11.2. The contractual partner shall in any case - even if not at fault - be liable for the supplies and services procured by it as for its own deliveries or services. This applies in particular with regard to defects.

12. Liability

12.1. If, according to the statutory provisions, liability on our part due to fault comes into consideration, the following shall apply, subject to Section 12.4. below:

In the event of gross and ordinary negligence, our liability to pay compensation shall be limited to the foreseeable, typically occurring damage;
in the case of ordinary negligence, we shall only be liable in the event of a breach of a material contractual obligation.

12.2. The limitation of liability and the exclusion of liability pursuant to Section 12.1. above shall apply regardless of the legal nature of the asserted claim, i.e. in particular also for claims for damages due to culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage pursuant to Section 823 BGB.

12.3. Insofar as our liability is excluded or limited in accordance with clauses 12.1. and 12.2. above, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.

12.4. Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

13. Offsetting, rights of retention, assignment

13.1. Offsetting against our claims arising from the business relationship is only permissible if our contractual partner can offset against a legally established claim or a claim expressly recognized by us. The same applies to the assertion of rights of retention.

13.2. Assignments of claims are only permitted with our written consent.

14. Ownership of the contractual products, ownership of documents and means of production produced or procured on our behalf and at our expense

14.1. Our contractual partner shall transfer to us ownership of the products manufactured for us according to our production documents and/or with the aid of our production equipment at the time of their manufacture. Sections 3.2. regarding the processing, transformation, combination and mixing of materials and parts provided, 3.3. regarding the safekeeping of sole and co-ownership and 3.10. regarding the release of security interests shall apply accordingly.

14.2. Documents and means of production of all kinds which are produced or procured by our contractual partner on our behalf and at our expense shall become our property at the latest upon payment by us.

14.3. An extended and prolonged retention of title by the contractual partner is generally excluded.

15. Copyrights, copyright exploitation rights, industrial property rights, rights of use

15.1. The following provisions refer to the means of production and products manufactured according to our production documents, prototypes, samples or models as well as the contract documents (drawings, designs etc.), means of production and products, in particular software, developed and manufactured for us and at our expense.

15.2. We alone shall be entitled to any industrial property rights, copyrights or exploitation rights under copyright law as well as rights of use with regard to the means of production and products listed above in Section 15.1. With regard to the aforementioned means of production and products, we shall be enabled in the most comprehensive manner possible to exploit these in unaltered or altered form to the exclusion of the contractual partner in every respect, whether in our own company or by passing them on to third parties. This includes the exclusive right to freely exploit, without additional remuneration, all inventions made specifically for us and at our expense.

15.3. With regard to software, we shall in particular receive the exclusive right, unlimited in time and territory, to use programs and documentation in all ways, including running programs in our own or third-party companies in any way, reproducing and distributing them, presenting them or transmitting them via dedicated lines or wirelessly. This also includes the right to edit or otherwise modify programs and documentation at our own discretion without further consent from the contractual partner and to exploit the results of the services thus created in the same way as the original versions of the programs and documentation. We are free to grant simple or exclusive licenses to third parties without the consent of the contractual partner or to transfer the acquired rights in whole or in part to third parties. The contractual partner shall ensure that any rights under §§ 12, 13 sentence 2 and 25 UrhG are not asserted. After acceptance, we may at any time demand that the contractual partner surrenders all originals and copies of the programs (including source programs), documentation and other documents created during program creation and assures in writing that this obligation has been fulfilled in full; if the copies are recorded on machine-readable data carriers of the contractual partner, the deletion of the recordings shall take the place of surrender. We can also make this request with the restriction that the contractual partner remains entitled to retain one copy each to be kept in a safe place and used exclusively for evidence purposes and for the fulfillment of warranty obligations. The contractual partner shall in any case be prevented from passing on the programs and documentation in whole or in part in a form that has not been modified or has been modified only insignificantly. Furthermore, he shall treat as confidential all knowledge of the manner in which the programs are used by us.

15.4. Contractual products and means of production within the meaning of clause 15.1. above shall be kept secret at our request. The provisions under clauses 3.8 and 16 (confidentiality obligation, prohibition of utilization) shall apply accordingly.

15.5. The contractual partner shall not be prevented from continuing to use know-how or knowledge available to it prior to the execution of the contracts. In the event of an objectively justified interest on our part, we may require the contractual partner to keep secret any know-how and knowledge gained during the execution of the contracts for contractual products and means of production in accordance with clause 15.1. above and not to exploit them in any way for itself or for third parties. The provisions of clause 16 (confidentiality obligation, prohibition of exploitation) shall then apply accordingly.

15.6. If inventions are made in the course of the development work, the contractual partner undertakes, if it is an employee invention, to claim the invention in good time and to transfer it to us.

16. Confidentiality obligation, prohibition of utilization

16.1. The contractual partner undertakes to keep secret for an unlimited period of time all information and documents which become accessible to him in connection with the contracts concluded with us and which are designated as confidential or are recognizable as business or trade secrets due to other circumstances and - unless necessary to achieve the purpose of the contract - neither to record them nor to pass them on to third parties or to exploit them in any way.

16.2. This obligation does not apply to information that was accessible to the public when the contract was concluded or that becomes accessible through no fault of the contractual partner or to information that was already in the possession of the contractual partner.

16.3. The contractual partner shall inform all employees and agents who have access to the information and documents to be kept secret of the obligations under this contract and shall oblige them to maintain confidentiality for an unlimited period of time by means of suitable contractual agreements and ensure that they also refrain from any unauthorized use, disclosure and recording for an unlimited period of time.

17. Place of fulfillment

The place of performance for deliveries shall be the destination specified by us, without any special provision the registered office of our company; the place of performance for our payments shall also be the registered office of our company.

18. Place of jurisdiction, applicable law, general provisions

18.1. The place of jurisdiction for the enforcement of all rights and obligations arising from our contracts - including for matters relating to bills of exchange and cheques - shall be determined by the registered office of our company, provided that the contractual partner is a merchant; however, we shall also be entitled to appeal to the court responsible for the registered office of the contractual partner. The above agreement on the place of jurisdiction shall also apply to contractual partners based abroad.

If the contractual partner is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the place of jurisdiction for all obligations arising from the contractual relationship - including for matters relating to bills of exchange and cheques - shall be the registered office of our company or, at our discretion, the registered office of the contractual partner. The above agreement on the place of jurisdiction shall also apply to contractual partners domiciled abroad.

18.2. All rights and obligations arising from the contractual relationship between us and the contractual partner shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG: United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980).

18.3. Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.