In the case of ongoing business relationships, these terms and conditions also apply to all future transactions; they are deemed accepted upon receipt of the goods at the latest. Should any individual provisions be or become invalid, the remaining terms and conditions shall remain unaffected.

1. Offers
Orders become binding with respect to the type and scope of delivery only upon the Supplier’s order confirmation. Any changes or additions must be made in writing. The Purchaser’s terms and conditions of purchase are binding on the Supplier only if the Supplier expressly accepts them. The documents accompanying the offer, such as illustrations, drawings, samples, and specifications regarding weight, color, and dimensions, are only approximate unless they are expressly designated as binding. Drawings, designs, models, photos, expert opinions, or the like, are our intellectual property, protected by copyright law, and may not be handed over to third parties, misused, or reproduced without our consent. The Supplier is obligated to make plans designated as confidential by the Purchaser available to third parties only with the Purchaser’s consent.

2. Prices
Prices are based on the cost factors in effect at the time the order is accepted; should these factors change prior to delivery, the supplier is entitled to reflect such changes in the invoice.

3. Obligation to Deliver and Accept
CUSTOM-MADE ITEMS are not eligible for cancellation, return, or exchange.
Delivery periods begin upon receipt of all documents necessary for the execution of the order, the agreed-upon down payments, and the timely provision of materials. Once the order is reported as ready for shipment, the delivery period is deemed to have been met if shipment is impossible through no fault of the supplier.
If an agreed delivery deadline is not met due to the supplier’s own fault, the purchaser shall be entitled, after a reasonable grace period has expired and to the exclusion of further claims, to demand compensation for delay or to withdraw from the contract, provided that the purchaser indicated the refusal of performance when setting the grace period. The compensation for delay shall amount to ½% for each full week of delay, up to a maximum of 5% of the value of that part of the delivery which has not been made within the confirmed grace period. Reasonable partial deliveries as well as deviations from the order quantities of up to +/- 10% are permissible. Call-offs and specifications for individual partial deliveries must be made in as regular intervals and quantities as possible and in a timely manner so that proper production and delivery within the contractual period is possible. If no period is specified for the call-offs, a period of 3 months shall be deemed agreed. Events of force majeure affecting the Supplier or its subcontractors shall extend the delivery period appropriately. This also applies to government intervention, difficulties in the supply of energy and raw materials, strikes, lockouts, and unforeseeable delivery difficulties, provided that the Supplier is not responsible for them. Compliance with the delivery period is contingent upon the Purchaser’s fulfillment of its contractual obligations.

4. Materials to be provided
If materials are supplied by the customer, they must be delivered in a timely manner and in perfect condition, at the customer’s expense and risk, with an appropriate quantity allowance of at least 5%. If these conditions are not met, the delivery time shall be extended accordingly.
Except in cases of force majeure, the customer shall bear any additional costs incurred, including those resulting from production interruptions.

5. Packaging, Shipping, Transfer of Risk
Sofern nicht anders vereinbart, wählt der Lieferer Verpackung und Versandart nach
bestem Ermessen. Die Gefahr geht auch bei frachtfreier Lieferung mit dem Verlassen des Lieferwerks auf den Besteller über. Bei vom Besteller zu
vertretenden Verzögerungen der Absendung geht die Gefahr bereits mit der Mitteilung der Versandbereitschaft über.
Auf schriftliches Verlangen des Bestellers wird die Ware auf seine Kosten gegen Lager-, Bruch-, Transport- und Feuerschaden versichert.

6. Retention of Title
6.1. The goods shall remain the property of the supplier until all claims against the purchaser have been satisfied, even if the purchase price for specifically designated claims has been paid.
6.2. In the case of open accounts, the supplier retains title to the delivered goods (goods subject to retention of title) as security for the outstanding balance. Any processing or treatment of the goods by the purchaser is carried out on behalf of the supplier, without the purchaser acquiring ownership pursuant to § 950 of the German Civil Code (BGB); the supplier retains
The owner of the resulting item, which serves as reserved goods to secure the supplier’s claims in accordance with Section 6.1.
6.3. If the purchaser processes (combines or mixes) the goods with other goods not belonging to the supplier, the provisions of Sections 947 and 948 of the German Civil Code (BGB) shall apply, with the result that the supplier’s co-ownership of the new item shall now constitute reserved goods within the meaning of these terms and conditions.
6.4. The purchaser may resell the goods subject to retention of title only in the ordinary course of business, provided that the purchaser also agrees with its customers to an extended retention of title in accordance with Sections 6.1 through 6.3. The purchaser is not authorized to dispose of the goods subject to retention of title in any other manner, in particular by pledging them or transferring them as security. The supplier is entitled to prohibit the resale of the goods and to recover any unpaid goods at the purchaser’s expense. The withholding of payments or set-off based on any counterclaims of the purchaser disputed by the supplier is not permitted.
6.5. In the event of resale, the purchaser hereby assigns to the supplier, effective immediately and until all of the supplier’s claims have been satisfied, the receivables and other claims arising from the resale against its customers, together with all ancillary rights. At our request, the purchaser is obligated to notify its customers of the assignment—unless we do so ourselves. At the supplier’s request, the purchaser is obligated to provide the supplier with all information and to hand over all documents necessary for the supplier to assert its rights against the purchaser’s customers.
6.6. If the goods subject to retention of title are resold by the purchaser after processing in accordance with 6.2 and/or 6.3, or together with other goods not belonging to the supplier, the assignment of the purchase price claim pursuant to 6.5 shall apply only to the extent of the invoice value of the supplier’s goods subject to retention of title.
If the value of the security held by the Supplier exceeds the Supplier’s total claims by more than 20%, the Supplier shall, at the Purchaser’s request, be obligated to release security to the extent of such excess, at the Supplier’s discretion. The Supplier must be notified immediately of any attachment or seizure of the goods subject to retention of title by third parties. Any costs incurred as a result of such intervention shall in all cases be borne by the Purchaser. If the Supplier exercises its right of retention of title by repossessing the goods subject to retention of title in accordance with the foregoing provisions, it shall be entitled to sell the goods on the open market or have them auctioned. The repossession of the goods subject to retention of title shall be at the proceeds obtained, but not exceeding the agreed delivery prices.
The right to further claims for damages, in particular for lost profits, remains reserved

7. Terms of Payment
All payments must be made in euros exclusively to the supplier. Unless otherwise agreed, prices are ex works, including loading at the factory, but excluding packaging. Value-added tax at the applicable statutory rate shall be added to the prices. Unless otherwise agreed, the purchase price
a) for molds and tools, 50% is payable upon order confirmation and 50% 4 business days after submission of the contractually agreed prototype, both amounts to be paid net. Upon the customer’s confirmation of change orders prior to completion of the molds, all costs incurred up to that point must be reimbursed to the extent that they exceed the down payment.
b) for partial deliveries or other services, payment is due with a 2% discount within 10 days or without deduction within 30 days of the invoice date. The granting of a discount is contingent upon the settlement of all previously due invoices. If payment deadlines are exceeded, interest at a rate of 2% above the respective Bundesbank discount rate will be charged, unless the supplier can demonstrate higher debit interest rates. Checks and rediscountable bills of exchange are accepted only on account of performance; all associated costs shall be borne by the purchaser. Set-off and the assertion of a right of retention based on any counterclaims of the purchaser disputed by the supplier are not permitted. Failure to comply with payment terms or circumstances that are likely to impair the purchaser’s creditworthiness shall result in all claims of the supplier becoming immediately due and payable. Furthermore, the Supplier is entitled to demand advance payment for outstanding deliveries, to withdraw from the contract after a reasonable grace period, or to claim damages for non-performance; furthermore, the Supplier may prohibit the Purchaser from reselling the goods and may recover any unpaid goods at the Purchaser’s expense. Withholding payments or offsetting against any counterclaims of the purchaser disputed by the supplier is not permitted.

8. Molds and Tools
The price for the molds and tools does not include the costs of testing and machining fixtures, nor does it include the costs of modifications requested by the purchaser. Unless otherwise agreed, the supplier shall remain the owner of the molds and tools manufactured for the purchaser by the supplier itself or by a third party commissioned by the supplier.
Molds and tools paid for by the purchaser shall be used exclusively for the purchaser’s orders, provided the purchaser fulfills its payment and acceptance obligations.
The supplier’s obligation to store such items expires two years after the last partial delivery produced using the mold and tool.

9. Liability for Defects
Claims for defects must be submitted in writing immediately, and no later than two weeks after receipt of the delivery. In the case of hidden defects, the deadline is extended to one week after discovery, but no later than six months after receipt of the goods.
No warranty is provided for defects resulting from unsuitable or improper use, faulty assembly by the customer or third parties, natural wear and tear, or faulty or negligent handling, nor for the consequences of improper modifications or repair
work carried out by the customer or third parties without the supplier’s consent.

10. Intellectual Property Rights
The customer acknowledges any intellectual property rights to which we are entitled in connection with the delivered goods and undertakes to respect such rights and to defend them against infringement by third parties.
Furthermore, the customer warrants that the manufacture and delivery of items produced at the customer’s request do not infringe the intellectual property rights of third parties and indemnifies us against any claims to the contrary. The disclosure of our drawings, designs, samples, and other templates to third parties is not permitted.

11. Jurisdiction
In the event of any disputes arising from the contractual relationship, if the purchaser is a registered merchant, a legal entity under public law, or a special fund under public law, any legal action must be brought before the court having jurisdiction over the supplier’s principal place of business or the branch office responsible for the deliveries. The Supplier is also entitled to bring an action at the Purchaser’s principal place of business. The contractual relationship is governed by the laws of the Federal Republic of Germany.

[As of February 2023]