General Terms and Conditions
of Purchase

I. Scope 

1. Our following conditions apply to all contracts concluded between us and the seller as to the delivery of goods, regardless of the seller manufacturing the goods himself or buying them with suppliers (§§ 433,650 BGB (German Civil Code). They also apply to all future business relationships even if they are not explicitly agreed upon yet again. Any deviating, contradictory or supplementary conditions on the part of the seller, which we do not explicitly accept, are not binding to us even if we do not explicitly object them. Our conditions also apply if we accept without reserve the delivery of the seller knowing about contradicting, supplementary or deviating conditions.

2. All arrangements made between us and the seller in the context of the purchase agreements are laid down in writing in the purchase agreements, these conditions and our offers (orders). Any side agreements deviating from these purchase conditions, namely reserves, amendments, supplements or cancellation of this contract will only be binding by our confirmation in writing.

3. Apart from that, these conditions only apply if the seller s a company, a legal entity under Public Law or a special fund under Public Law (§§ 14, 310 (1) BGB (German Civil Code). 

II. Offer and conclusion of the contract

1. We are bound to the offer as to the conclusion of a purchase agreement (order) for two weeks. Within these two weeks, the seller may accept the offer by written declaration send to us.

2. The seller, without our written consent, may not outsource manufacture or delivery of ordered parts to other companies. 

III. Prices, invoicing and conditions of payment

1. The price given by us placing the order is free domicile unless otherwise agreed upon by the parties. Packaging and transport cost are included in the price. The price includes VAT respectively applicable by law. All the invoices raised by the seller shall reveal the order number furnished by us.

2. Surcharges and price hikes can only be taken account for if we are informed about them as er order confirmation. Anyway, the prices exceeding the ones furnished by us as per order only apply upon our written confirmation.

3. Invoices shall be issued immediately following delivery in duplicate furnishing the order number and the date of placing the order. Invoices on monthly deliveries shall be issued by the 5th of the following month at the latest.

4. The price agreed upon is due within 30 calendar days from delivery and performance in full (including, if any, an acceptance agreed upon) as well as reception of an invoice issued in due manner. If we pay within 14 calendar days, the seller grants us a 3% discount on the net amount payment of the invoice. 

IV. Delivery deadline

1. The delivery deadline or the delivery date given by us as per order are binding to the seller.

2. If the seller fails to perform or do not perform within the deadline agreed upon or if he is in default, our rights, the right to withdraw from the contract and make a claim for damages in particular, are determined by the legal regulations. The conditions laid down in section 3 remain unaffected.

3. If the seller defaults, we may, besides making further legal claims, demand a lump compensation of our damage caused by delay to the amount of 1% of the net price each completed calendar week, however, not exceeding a total of 5% of the net price of our goods delivered late. We reserve proof of higher damage having been incurred. The seller reserves the right to proof that no damage at all or significantly less damage occurred.

4. If the supplier notices that it is impossible to him to meet the deadline or the date, he shall immediately give notice of that. In the event of premature delivery, which shall be agreed upon with us, the date of payment is calculated based on the original delivery date. 

V. Shipment, transfer of risk

1. The shipment shall be conducted closely observing our respective shipment conditions and shall be given notice of on the shipping-out date by furnishing order number and order date in 2 duplicate. The net weight must be confirmed by means of the weight slip of a calibrated scale. As to truckloads the payload of which is not maxed out, the deficit in freight is at the expense of the seller.

2. We bear the cost of breakage insurance only, if we explicitly wish for it.

3. The goods delivered shall be packaged customary. The seller bears the packaging cost.

4. Packaging materials will only be given back at explicit request and in the condition after removing the goods. The cost of return are borne by the seller. At our request, the seller is obliged to take back packaging material, used by him, at his expense.

5. Upon handing over at the place of fulfilment, the risk of an accidental loss or accidental deterioration transfer to us. If an acceptance is agreed upon, it is determinative of the transfer of risk. 

VI. Guarantee and liability

1. As to our rights in reference to material and legal defects of the goods (including wrong and short deliveries as well as improper fitting/installation or poor instructions for use) and in the event of breaches of duty, committed by the seller, the legal regulations apply and, exclusively in our favour, the following amendments and clarifications.

2. The duty to inspection and claim, anyway, starts at the point in time at which the shipment is received at the place of destination, given as per order, and a shipping note, drawn up in due manner (according to section V.), of these purchase conditions or a bill of lading is there. As to deliveries involving installation, these duties start at the point of acceptance only.

3. From delivery within a reasonable deadline, we are obliged to inspect the goods for deviations of quality and quantity. The claim as to apparent defects is in time, when it is send by us to the seller within three working days from delivery of the goods. The claim as to hidden defect is in time when it is send by us to the seller within three working days from discovery.

4. In the event of exigent circumstances or urgency in particular, we are entitled to fix the defects ourselves at the seller's expense.

5. The liability for defects on the part of the sellers also extends to parts manufactured by subsuppliers.

6. The seller is liable for all damage caused by him or his proxies at the scope provided for by law. A limitation of liability will not be accepted. In the event of subsequent improvement or replacement, the seller is obliged to bear all the expenditure necessary to conduct subsequent improvement or replacement.

VII. Unpredictable events 

If force majeure or any other circumstances e.g. mobilisation, war, riot, breakdown at our company or with our buyers, import or export bans, failure of authorities to grant approvals, lack in means of further processing, justified refusals to accept the goods on the part of our customers which we are not responsible for, makes it impossible for us to take delivery according to contract, we may demand that the contract is reasonably adapted to the circumstances occurred, or, if it not possible to adapt the contract or undue to the seller, to withdraw from the contract. 

VIII. Seller's liability for product damage and third party rights

1. If, due to a product defect, which is in the responsibility of the seller, we are held liable for damages by any third parties, upon our first request, the seller shall release us from all third party claims including the cost necessary to defend those claims, if the cause in the sphere of the seller's power and organisation and if he is liable himself in relation to third parties.

2. If, due to an event of damage in the meaning of section 1 as aforesaid, we must conduct a product recall, the seller is obliged to reimburse to us all the cost arising from the said product recall. To the extent it is possible and reasonable in terms of time to us, we will inform the seller on the content and scope of the product recall and provide with him with the opportunity to comment on it. Our further legal claims remain unaffected here.

3. The seller is obliged to take out a product liability insurance covering personal and material damage. The sum insured shall allow for the scope of the seller's business operations and the risks typical for his industry in due manner. Our further legal claims remain unaffected here.

4. If we are held liable by any third party, since the seller's delivery violated a protective right of the third party, the seller undertakes to indemnify us for such claims upon our first request including all the necessary cost arising in the context of being held liable by the third party and to defend such claims. We are not entitled, without written consent on the part of the seller, to accept claims made by the third party and/or make agreements with the third party concerning such claims. The statute of limitation 3 concerning such indemnification is three years, starting at the point in time at which we know about being held liable by the third party, however, 10 years after delivery of the goods at the latest. 

IX. Reservation of ownership, supply, tools

1. To the extent we supply the seller with parts (e.g. substances, materials or tools; henceforth referred to as “goods subject to retention of title”), we reserve the ownership of such parts. Processing or transformation on the part of the suppliers are conducted in our favour. If our goods subject to retention of title is processed with other objects not belonging to us, we acquire co-ownership of the new item at the ratio of the value of our item to the other object processed at the time of processing. If the item supplied by us is inseparably blended with other objects not belonging to us, we acquire coownership of the new item at the ratio of the value of the goods subject to retention of title to the blended objects at the time of blending. If he blending is conducted the way that the item of the supplier is to be regarded as the main thing, it is understood to be agreed upon that the supplier transfers to us a share of co-ownership. The supplier stores the sole or co-ownership in our behalf.

2. As long as the parts supplied are stored by the seller, he is liable in full for damage of the parts including such arising in the course of processing or any losses. 

X. Assignment of claim, right of set-off and retention

1. We are entitled to the legal rights of set-off and retention in full. The seller is only entitled to a right of set-off and retention because of legally binding ascertained or undisputed counter claims.

2. We are entitled to assign all the claims arising from the purchase agreement without consent on the part of the seller. The seller is not entitled to assign claims arising from the contractual relationship to third parties without our consent in writing.

XI. Order documents, secrecy, retention of title

We reserve the ownership and copyright as to illustrations, drawings calculations and other documents. All drawings, technical data and information made accessible by us to the seller shall be kept secret and given back without being asked in the event of non-acceptance of the shipment within the deadline set in terms of the acceptance and after completion of the order at the latest. the seller may only use them to complete the order, however not for his own purposes. They must not made accessible to third parties without our explicit consent in writing and, by the way, shall be kept secret towards third parties even after handling of the contract. The seller is liable for all damage arising to us from the violation of one of these duties. 

XII. Acceptance

We reserve the right to inspect the deliverables already during manufacturing or ahead of the delivery. However, such inspection does not affect the seller's guarantees. All acceptance documents, products and so on are part of the delivery and shall be received by us along with delivery at the latest. 

XIII. Place of jurisdiction, place of fulfilment, applicable law

1. Place of fulfilment and place of jurisdiction as to deliveries and payments (including actions on cheques and bills of exchange) as well as all disputes arising from the business contracts concluded between seller and buyer is our registered office. However, we are entitled to take legal action against the seller at his registered office.

2. The relationship between the contractual parties are exclusively regulated according to the jurisdiction of the Federal Republic of Germany excluding international uniform law, the UN Convention on Contracts for the International Sale of Goods. 

XIV. Partial nullity

If a condition of these terms and conditions of sale and delivery or a condition within the framework of any other agreements is or will be null and void, the action of all the other conditions or agreements remain unaffected by this. 

A. General Terms 

I. Transactions

1. Our offers are subject to change and non-binding, unless we have explicitly designated them as binding.

2. Our terms of sale apply exclusively; We do not accept contradicting, supplementary terms of sale or such deviating from ours on the part of the orderer, unless we had exclusively expressed our consent to them in writing. Our terms of sale also apply exclusively, if, knowing about contradictory terms of sale or such deviating from ours on the part of the orderer, we perform delivery without reservations.

3. Our terms of sale also apply to all future transactions made with the orderer.

4. Upon placing the order, upon reception of our goods without making an objection at the latest, the buyer accepts our terms of sale and delivery.

5. Our terms of sale only apply towards companies, legal entities under Public Law or special funds under Public Law (§§ 14, 310 (1) BGB (German Civil Code). 

II. Prices

1. Our prices are calculated net cash plus fright ex works or ex warehouse plus VAT at the legally valid level as amended from time to time.

2. We reserve the right, to change the prices payable that, according to the relevant contract are crucial to the price calculation as we see fit according to the development of cost until delivery, if, after concluding the contract, any increase or decrease in cost, as a result of tariff agreements or changes in material prices, rise in existing or introduction of new public taxes, levies or freights occur in particular and provided the increase or decrease in a type of cost (e.g. the cost of steel) cannot be compensated for by any decreasing or increasing cost in other areas (e.g. cost of electricity). Within the framework of our equitable discretion, we will choose the points in time when we change prices the way that decreases in cost will not affect the buyer more than increases in cost which means that decreases in cost will be as price effective as increases in cost. On demand made by the orderer, we will provide the details.

3. In terms of deliveries agreed upon as freight paid, the buyer shall pay the shipping company the legally admissible cost of freight; he is entitled to deduct the amount paid in advance from the amount invoiced by us.

4. The buyer shall bear the packing cost in full. The packing will become property of the buyer.

5. The deduction of cashback requires a special agreement made in writing. 

III. Payment terms

1. The payment of the purchase price shall be effected within the deadline agreed upon or unless otherwise agreed upon within 30 days after invoicing cash or by bank transfer in our account without any deduction. The orderer is entitled to exercise any offset rights only if his counter claims are legally binding, undisputed or have been accepted by us. Furthermore, he is entitled to exercise a lien provided his counter claim is based on the same contractual relationship.

2. Cheques will always only be accepted for the sake of fulfilment. They will be accepted without guarantee as to proper presentation and protest. Credits on cheques are subject to the receipt of the value date of the day on which we can use the equivalent value. Any other methods of payment and financing require our consent priorly made in writing.

3. If the orderer is in default of payment, 9 percent interest exceeding the respective base rate will be invoiced. We reserve the right to claim any further damages caused by default payment. As to business people, our claim to the commercial due interest (§353 HGB (German Commercial Code) remains unaffected.

4. Regardless of any further legal rights, we are entitled to perform any deliveries that may still be pending for advance payment only, if, after concluding the contract, it becomes apparent that our claim to return service is jeopardised by faulty performance capability on the part of the orderer. The right to withhold performance is omitted if the return service is effected or a pledge is furnished. We can also make a reasonable deadline, within which the orderer shall effect the return service or furnish a the pledge. We are entitled to withdraw from the contract if the deadline has lapsed unsuccessfully. Our right to claim damages remains unaffected.

5. Furthermore, until fulfilment of our demand, we may, without withdrawing from the contract, prohibit resale and processing of the goods, revoke direct debit mandate according to section A IV no.4 and claim return of the goods from the orderer or take it in possession with the orderer not being entitled to exercise a lien or any other right. We are entitled to commercialise the goods taken back by means of private sale to realise the outstanding amount payable deducting cost incurred. However, we are only entitled to exercise the rights as per no. 5, if the orderer is in contradiction with the contract, in the event of default payment in particular, or if, in terms of the orderer, petition for opening of insolvency or conciliation proceedings has been filed or payment has been stopped.

IV. Pledge

1. We reserve the property of the goods delivered by us (goods subject to retention of title) until full payment of all of our current and future claims as per purchase contract and a current business relationship with the orderer. If there is a current account relation (business relationship) between us and the orderer in the meaning of § 355 HGB (German Commercial Code), we reserve the property of the goods delivered until reception of all payments arising from this current account relation; the retention of title refers to the balance accepted.

2. The orderer is obliged to handle the goods subject to retention of title with care; he is obliged in particular to insure the goods against fire and damage caused by water and theft. If maintenance and inspection work is required, the orderer must conduct such work on his own expense in good time.

3. In the event of seizures or any other interventions on the part of third parties, the orderer shall immediately inform us in writing to make sure we are able to take legal action according to §771 German Code of Civil Procedure. If the third party is not able to reimburse to us the judicial and extrajudicial cost arising from a legal action according to § 771 German Code of Civil Procedure, the orderer is liable for the occurring failure.

4. The orderer is entitled to use and/or sell the goods subject to retention of title in business traffic in due manner, provided he is not in default of payment. Any pawning or assignments as security are inadmissible. Already now, to be on the safe side, the orderer assigns to us in full any claims arising from resale or any other legal reason (insurance, forbidden action) referring the goods subject to retention of title (including all current account balance claims). We empower the orderer by way of revocation to collect the claims assigned for his own account and on his own behalf. The direct debit mandate may be revoked at any time if the orderer fails to pay in due manner. Furthermore, the orderer is not entitled to assign this claim either for the purpose of collecting the claim by way of factoring unless, at the same time, the factor is made liable to immediately pay us the equivalent of the claim insofar there are still claims towards to orderer on our part. If, according to the regulations as aforesaid, the direct debit mandate of the orderer lapses, we can demand the orderer to make known to us the claim assigned and the respective debtors as well as furnish all information required in terms of the direct debit mandate and handing out to us all the documents attached plus informing the debtors (third parties) on the assignment.

5. The manufacturing or modification of the goods subject to retention of title is always done on our behalf. If the goods subject to retention of title are manufactured with objects that do not belong to us, we become co-owners of the new object in a ratio of the value of the goods subject to retention of title (final amount invoiced including VAT) to the other objects manufactured at the time of manufacturing. The object arising as a result of manufacturing is subject to the same regulations as the goods subject to retention of title.

6. If the goods delivered is inseparably blended with objects that do not belong to us, we become co-owners of the new object in a ratio of the value of the goods subject to retention of title (final amount invoiced including VAT) to the other blended object at the time of blending. If the blending is conducted the way that the object of the orderer is to be regarded as the main object, it is understood that the orderer assigns to us a share of coownership. The orderer keeps safe the sole ownership or co-ownership emerging like this on our behalf.

7. The orderer also assigns to us the claims arising as a result of securing our claims against him which come along in relation with the goods subject to retention of title with a plot against any third party.

8. We undertake, at the request of the orderer, to release the securities to which we are entitled to the extent that the value of our securities exceeds the claims to be secured by more than 10 %; the choice of the securities to be released is ours. 

V. Place of fulfilment, place of jurisdiction and applicable law

1. Place of fulfilment and jurisdiction as to deliveries and payments (including actions on a bill of exchange) as well as all disputes arising between us and the orderer from the purchase agreement concluded, is our company headquarters. However, we are entitled to bring legal action against the orderer at his residence and/or company headquarters.

2. The relations between the contractual parties are exclusively regulated according to the jurisdiction of the Federal Republic of Germany excluding international uniform law, UN Convention on Contracts for the International Sale of Goods in particular. 

B. Delivery terms and guarantee

I. Delivery deadlines and delivery dates

1. Delivery dates and delivery deadline shall be given in writing. They are not binding unless we explicitly confirm their binding nature. Fixed transactions shall explicitly be designated as such.

2. The delivery deadlines start subject to the condition laid down in point 3 henceforth with the date of our confirmation of order; they refer to the point in time of delivery ex works or ex warehouse. They are also understood as met with the notice of readiness for delivery, if the goods cannot be delivered in time with us not being at fault for that. We are not bound to deliver in time.

3. The start of the delivery date given by us requires prior clarification of all technical issues. Furthermore, fulfilling our delivery obligations requires timely and high-quality delivery of raw materials as well as the timely and due fulfilment of the obligations on the part of the orderer. The objection of non-performance of the contract remains reserved.

4. If the orderer is in default of acceptance or violates other duties to cooperate, we are entitled to demand reimbursement of the damages incurred by us that way plus any extra expenditure. Any further claims remain reserved.

5. Insofar as the requirements as per point 4 are met, the risk of accidental loss or deterioration of the delivered goods passes to the orderer at the point in time at which he was in default of acceptance payment. 

II. Force majeure and other delivery hindrances

1. In the event of force majeure and other unpredictable extraordinary circumstance or such occurring with no fault of ones own e.g. difficulties to procure material, breakdown fire, strike, lockout, lack in means of transportation, traffic block, regulatory interventions, failure of machines, Prohibitions to import and export, electricity supply trouble, mobilization, war, embargo and so on, even if such occur with suppliers, the deadline, if we are prevented to fulfil our obligations in the course, is extended by the period of the hindrance to the performance.

2. If, as a result the circumstances as aforesaid, it is impossible for us to deliver, we are released from our obligation to deliver.

3. If the delivery is more than two months in delay, both the buyer and us are entitled to withdraw from the contract excluding any claims for damages.

4. If the delivery period is extended or if we are released from our duty to deliver, the buyer cannot infer any claims for damages from that. We can only invoke the circumstances as aforesaid, if we immediately give notice to the buyer on start and end of such hindrances.

5. The buyer may demand an explanation from us to the effect if we want to deliver within a reasonable deadline. If we do not furnish an explanation within a reasonable deadline, the buyer himself may withdraw from the part of delivery not having been effected yet.

6. If, by the unforeseeable events mentioned in cipher 1, the economic meaning or the content of the contractual performance is changed or if those events significantly affect our company, the contract will be adapted reasonably for in case of any impossibilities of implementation turning out in hindsight. If this, from an economical point of view, is not acceptable, the parties are entitled to withdraw from the contract in full or part of. 

III. Quality, measurements, quantities and weights

1. We are entitled to perform partial deliveries, if

a) the partial delivery, within the framework of the contractual purpose, is usable by the orderer and

b) if it has been made sure the rest of the goods ordered will be delivered and the orderer will not incur any extra expenditure or additional cost as a result (unless we agree to incur the cost).

Quality and measurements of the materials delivered by us are exclusively based on German material standards unless the application of certain standards or steel and iron material specifications is explicitly agreed upon. The weights are measured at our or the scale of the supplier and are the basis of the calculation. 

IV. Shipment and passing of risk

1. If there is no instruction given by the orderer, we choose the carrier. The same applies to the route and means of shipment.

2. If the seller acts as a carrier, the General German Carrier Conditions apply, provided this is legally admissible.

3. We are only liable for faulty choice of the carrier, shipment route or any faults occurring whilst shipping the goods ourselves in the event of gross negligence or intention. We are entitled, however, not bound to insure deliveries on behalf and at expense of the buyer.

4. The risk of loss of shipment definitely passes to the buyer upon handing over of the goods to the carrier or loading on vehicles of the seller, however, ex works or ex warehouse at the latest even in the event of carriage-free shipment. The loss of the goods is tantamount to its seizure.

5. If shipment items are faulty caused by shipment conditions, they shall be accepted by the buyer regardless of any rights unless the seller has not caused them grossly negligently or intentionally. 

V. Acceptances and test certificates

1. The orderer is obliged to accept the product manufactured as per contract. and to take it, unless acceptance is excluded due to the condition of the product.

2. Goods and products that are subject to an obligation to take or acceptance is prescribed by the orderer shall be taken at delivery works. Otherwise such goods are regarded as conditionally delivered ex works. 3. The orderer shall inform on us on the point in time at which he can take the goods. The cost of any experts called in is borne by the orderer. If he fails to accept or inspect the goods, it delays unreasonably or if he waives it, we are entitled to ship the goods without acceptance or store it at risk and expense of the orderer. An obligation to insure the goods is not constituted by that.

VI. Guarantee/liability

1. The orderer is only entitled to claims of defect if he has fulfilled his duty of inspection and complaint in due manner according to § 377 HGB (German Commercial Code).

2. If there is a defect in the goods that we are responsible for, we, by exclusion of the rights on the part of the orderer to withdraw from the contract or to reduce the purchase price (reduction) are bound to supplementary fulfilment unless we are entitled to refuse supplementary fulfilment due to legal regulations. The orderer shall grant us a reasonable deadline for supplementary fulfilment. At our choice, the supplementary fulfilment can be effected by fixing the defect (later improvement) or delivery of new goods. In the event of fixing a defect, we bear the required expenditure provided they do not rise since the contractual object is in another place than the place of fulfilment. If the supplementary fulfilment fails to materialise, the buyer, at his choice, may demand reduction of the purchase price (reduction) or withdraw from the contract. The supplementary fulfilment is understood to have failed upon the second attempt of supplementary fulfilment provided, due to the contractual object, any further attempts of supplementary fulfilment is appropriate and reasonable to the orderer. The orderer may first claim damages for the defect at the following terms if the supplementary fulfilment failed to materialise. The right on the part of the orderer to make any further claims for damages at the following terms remains unaffected by this.

3. The guarantee claims on the part of the orderer expire by limitation one year after delivery of the goods at the orderer. Our duties laid down in section B VI cipher 4 to7 remain unaffected by this. Here the legal regulations apply.

4. According to the legal regulations, we are obliged to take back the new goods or to accept reduction (reduction) of the purchase price even without the deadline otherwise required if the buyer of the orderer as being the user of the new sold movable goods (consumer goods purchase), was, because of a defect of the goods, entitled towards the orderer to claim taking-back of the goods or acceptance of a reduction (reduction) of the purchase price or the same claim of recourse resulting from this is held against the orderer. Furthermore, we are obliged to make up for expenditure, especially transport, travel, labour and material cost incurred by the orderer within the framework of him performing subsequent fulfilment towards the end-consumer due to transfer of risk from us to the the orderer because of a present defect of the goods. The claim is excluded if and when the inspection obligations and duties to complain in the supply chain according to § 377 HGB (German Commercial Code) were not fulfilled.

5. The duty according to section VI Cipher 4 is excluded, if the defect is a result of any advertising messages or other contractual agreements which do not come from us or if the orderer has granted the end-consumer a special guarantee. The duty is also excluded if the orderer himself, due to the legal regulation, was not obliged to exercise the guarantee right towards the end-consumer or did not make the complaint on a claim that was made against him. This also applies if the orderer has assumed guarantees towards the end-consumer exceeding the legal level.

6. According to the legal regulations, we are liable in full for damage of live, body and health as well as for such that are covered by liability according to the Product Liability Act. We are also liable for damage which is not comprised by sentence 1 and is the result of intentional or grossly negligent breaches of contract caused by us, our legal representatives or our proxies as well as for defects which we have fraudulently concealed we are liable according to the legal regulations. To the extent that, in terms of goods or part of that, we have provided a quality an/or durability guarantee, we are liable for this guarantee too. However, we are only liable for damage which is the result of a lack in the quality or durability guaranteed by us, if the risk of such damage is obviously covered by the quality and durability guarantee.

7. We are also liable for damage which is the result of ordinary negligent, provided the negligence refers to the breach of such contractual obligations which are crucial to the achieving the purpose the contract (cardinal obligations). However, we are only liable, if the damage is typically linked to the contract and foreseeable.

8. Regardless of the legal nature of the claim made, any further liability is excluded, this also applies to tort claims or such for reimbursement of futile expenditure in lieu of performance. To the extent that our liability is excluded or limited, this also applies to the personal liability of our clerks, employees, representatives and proxies.

9. Any claims for damages made by the orderer expire by limitation one year after delivery of the goods. This does not apply in the events of section B VI cipher 6 and 7. Here the legal regulations apply.

10. As to the purchase of used or other goods which were sold as declassified material (e.g. so-called II a-material), the orderer is not entitled to exercise any rights arising from product defects. This does not apply in cases of section B. VI. cipher 6 and 7.

C. Other matters 

I. Wage work and processing orders

As to wage work and processing orders the following conditions apply additionally or by way of deviation:

1. The orderer shall deliver the material and the technical documents at his expense in time. The material must be flawless and match the values agreed upon. If processing is agreed upon, it must come with normal machining allowances.

2. Extra cost and damage incurred by us due to the fact that the material does not meet the requirements as per point 1 (e.g. as to porosity, material parameters, inclusions of sand, brittleness or poor quality of the surface) shall be borne by the orderer.

3. We are not liable for damage which is due to defects of the material, mistakes made in the technical documents or any other information.

4. If the parts delivered by the orderer, due to material defects, turn into scrap or become unusable otherwise, we are entitled to invoice the processing cost incurred by us.

5. Scrap, chips and other waste become our property. Their value is taken account for raising the invoice.

6. We guarantee careful and proper processing. Pure wage work and/or processing orders are contracts of employment; there are no guarantee claims.

7. If the material delivered to us by the or orderer is evidently damaged or becomes unusable through our fault, we are obliged to replace the damaged material or provide compensation.

8. Any further claims, claims for damages arising from default or loss of profit in particular, can only be asserted against us in cases as per B. VI. cipher 6 and 7. 

II. Partial nullity

If a condition of these terms and conditions of sale and delivery or a condition within the framework of any other agreements is or will be null and void, the action of all the other conditions or agreements remain unaffected by this.