General Terms and Conditions

Terms and conditions of delivery and sale Scope of delivery:
1.1 The following terms and conditions shall apply to all contracts and deliveries (and services), unless otherwise agreed in writing.
1.2 Unless otherwise agreed, all offers are non-binding.
1.3 The obligation to deliver shall only arise after acceptance of the order by written confirmation, which shall be decisive for the contractual obligations of both parties. Telegraphic, telephone or verbal supplements, amendments or ancillary agreements require written confirmation by the supplier.
1.4 The documents belonging to the offer, such as illustrations, drawings and weight specifications, only provide approximate values customary in the industry, unless they are expressly designated as binding. The supplier reserves the right of ownership and copyright to such documents; they may not be made accessible to third parties. They must be returned immediately upon request or if the order is not placed.
1.5 Reference samples shall only be provided on request and shall be invoiced separately.
1.6 The Supplier shall not be liable for errors arising from documents submitted by the Customer.
1.7 If, after conclusion of the contract, the claim to the remuneration to which the Supplier is entitled is jeopardized, the Supplier may demand advance payment or sufficient security and refuse performance until his demand has been met or, at his discretion, withdraw from the contract.

Price:
2.1 Orders shall be invoiced in euros at the prices agreed in the offer and order. Deliveries for which fixed prices have not been expressly agreed shall be invoiced at the prices applicable on the day of delivery.
2.2 Unless otherwise agreed, the prices shall apply ex works and without packaging. They shall apply only to the quantity ordered and only to the execution provided for in the offer and order. If, in deviation from the quotation and inquiry, drawings, samples, fitting pieces or gauges are provided with the order which require more processing than assumed in the quotation and inquiry, the right to increase the price is reserved.

Terms of payment:
3.1 All invoices are payable 30 days after the invoice date without deduction; a 2% discount is granted for payment within 8 days.
3.2 Payment shall be made free Supplier's paying agent. Payment may not be withheld due to counterclaims not recognized by the supplier. Offsetting is only permitted by special agreement.

Dispatch:
Dispatch is always at the risk of the customer, even if carriage paid delivery has been agreed. In the absence of specific instructions for shipment, shipment shall be effected to the best of our judgment, but without any obligation to use the cheapest method of shipment.

Packaging:
5.1 Cardboard packaging will be charged at cost price and will not be taken back.
5.2 Box packaging will be credited at 2/3 of the invoiced price if returned carriage paid in good condition and bearing our marks.

Delivery period:
6.1 All information on delivery times is only approximate and non-binding, unless fixed delivery dates have been agreed. Claims for damages if non-binding delivery times are exceeded are excluded.
6.2 The delivery period shall commence on the date of written agreement on the order. Compliance with the delivery period is subject to the timely receipt of all documents to be supplied by the customer, necessary approvals and compliance with agreed obligations. Otherwise it shall be extended appropriately. The same shall apply in the event of a hindrance for which the supplier is not responsible and which he notifies as soon as possible. The delivery deadline shall be deemed to have been met when the consignment has left the supplier's works.

Acceptance period:
In the absence of any other agreement, the supplier shall grant a period of 6 months for call orders, which shall commence on the order date. After this period has expired, the supplier is entitled to invoice the goods at his discretion.

Acceptance obligation:
The supplier shall in any case have the right to charge compensation in full for the costs of tools, raw materials and labor incurred to date in the event that production is interrupted or interrupted at the request of the customer, and to charge compensation in the event of non-fulfillment of the acceptance obligation.

Other influence of force majeure:
Events of force majeure, including war and mobilization, entitle the supplier to withdraw from the contract in whole or in part. The same applies to operational disruptions caused by an insufficient supply of raw materials, machine breakdown, blockage of truck and rail traffic, etc. These events also release the supplier from the obligation to pay damages. They also release the supplier from the obligation to pay any compensation.

Delivery quantity
It is not possible to maintain exact quantities in production; we reserve the right to deliver up to 10% more or less than the quantity ordered.

Execution:
The execution of the ordered goods is, as far as mass-produced articles are concerned, customary in the trade. Insofar as no specifications are made in the inquiries and orders or the enclosed drawings with regard to surface quality, dimensional accuracy etc., the provisions of DIN 267, version m (medium) shall be deemed to have been agreed. Delivery shall be made in accordance with the DIN standards applicable to the turned parts and screw industry. Otherwise, special requirements for precise dimensional accuracy must be specified and agreed when the order is placed.

Liability for defects:
Notwithstanding the provision of § 377 BGB, complaints about defects can only be recognized if they are made within 8 days of receipt of the goods, complaints about the quantity only if they are made immediately after receipt of the consignment. Goods that are proven to be defective due to the supplier's fault shall be replaced or credited at the supplier's discretion. Further claims are expressly rejected. If the goods are not sent to the purchaser but to a third party, they must be inspected and accepted by the manufacturer, otherwise they shall be deemed to have been delivered as ordered upon dispatch. Unless otherwise agreed, defective goods must be returned to the manufacturer. Acceptance shall only take place in accordance with the provisions of DIN standard 267. This shall also apply if the replacement delivery does not meet the customer's requirements.

Partial deliveries:
13.1 Partial deliveries are permitted.
13.2 A partial delivery must be checked immediately and any complaint must be made immediately (by telephone or telegraph), as work will generally continue, otherwise the partial delivery shall be deemed a failed delivery and shall determine the further execution of the order. The customer cannot derive any rights with regard to the remaining partial quantities from a defective partial delivery.

Retention of title:
14.1 The delivered goods shall remain the property of the Supplier until full payment of the purchase price and other claims arising from previous deliveries. If there is a current account, they shall remain the property of the supplier until the supplier's total claim has been settled. Acceptances, bills of exchange and checks shall only be considered as cash payment after they have been cashed. Unless otherwise agreed, payment shall be credited to the oldest arrears.
14.2 a) The customer may resell the purchased goods as a reseller in the ordinary course of business and prior to the occurrence of his default, i.e. for example no longer after the occurrence of a financial event, in particular after suspension of payment.
14.2 b) If it has been handed over to him for this purpose, the customer may also process or assemble the reserved goods within the same framework and resell the new item thus created.
14.3 Any further dispositions, such as pledging or transfer by way of security, are only permitted with the written consent of the supplier. If the reserved goods are seized, the customer must notify the supplier immediately and send a copy of the seizure protocol. The same shall apply in the event of particular impairment of the Supplier's rights by third parties. The Customer shall carry out interventions at its own expense.
14.4 If the Customer sells goods subject to retention of title on credit as a reseller, it hereby assigns to the Supplier its future claim against its customer and undertakes to agree a retention of title which safeguards the Supplier's rights. He shall notify the Supplier thereof and submit a declaration of assignment in duplicate upon request.
14.5 In the cases of clause 14.2 b, the following shall apply:
a) The Supplier shall acquire co-ownership of the new item in the ratio corresponding to the value of the contribution made with its delivery to the total value of the new item.
b) If the Customer sells the new item on credit, it hereby assigns to the Supplier its future claim against its own customer in the corresponding value ratio calculated at the time of this sale.
c) In this case, he undertakes to safeguard the co-ownership acquired in accordance with item a) in the proportion corresponding to item b) by means of his own retention of title.

Exclusion of overcollateralization:
The assigned claims serve as security for the supplier only up to the value of the delivery items still subject to retention of title. Insofar as this value is exceeded, the supplier undertakes to retransfer the assigned claim at the request of the customer.

Place of performance and jurisdiction:
The place of performance for all obligations arising from the contract is Wehingen, district of Tuttlingen. Place of jurisdiction is Spaichingen/Württ.

Transferability of the contract:
The contractual rights of both parties may only be transferred by mutual agreement.

If individual provisions are legally invalid, the remainder of the contract shall remain binding.
Rees Zerspanungstechnik GmbH
78564 Wehingen/Württemberg