General terms and conditions

1. General

1.1 Scope

These general terms and conditions apply, in the version valid at the time the contract is concluded, to all business relationships between us and you. Should you use conflicting general terms and conditions, we hereby expressly object to them.

1.2 Contractual agreement

The language of the contract is German. Customers within the meaning of these general terms and conditions are exclusively entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

1.3 Our offers

The lists, illustrations, drawings and other data contained in the offer have been compiled by us with care, but do not constitute a guarantee or warranty. Any guarantee or warranty must be agreed with us separately. You may only pass on orders in connection with your order after consultation with us and with our approval.

1.4 Conclusion of the contract

The contract is concluded individually by offer and acceptance. Unless otherwise agreed, the usual procedure is that you send us an enquiry and receive a binding offer from us, which you can then accept within the period stated in the offer. The contract comes into existence upon acceptance. We do not store the text of the contract separately; the content of the contract results individually from the agreement reached in each case.

1.5 Rights of use and copyright

We hold the exclusive right of use and the copyright in drawings, illustrations, sketches, price lists, models, devices and other documents produced by us or received by you from us. These may not be made accessible to third parties without our consent and must be returned to us without delay on request. Our goods and works may only be reproduced with our consent.

1.6 Procedure

After the contract has been concluded, you must provide us with all data and information relevant to you which specify your order in more detail and which are covered by the agreed scope of services or the cost estimate. Verbal statements are recorded by us in text form and sent to you for confirmation. Should we find that, in the case of a cost estimate, your wishes are no longer covered by it, we will prepare a new cost estimate for you. Should you not accept it, we reserve the right to withdraw from the contract.

1.7 Your details

We always carry out your order in accordance with your specifications and do not check it against your particular intended application. Before the order is carried out, you must provide us with all information that may be necessary for your order (e.g. all relevant data and sketches), as otherwise we cannot begin to perform our services. We are not responsible for delays resulting from a failure to cooperate on your part. In such a case we reserve the right to claim the resulting damage caused by the delay or the additional costs. Should you wish the documents handed over to us to be returned, you must inform us of this in advance. If no such notification is given, we reserve the right to destroy or delete them.

2. Performance and delivery

2.1 Partial deliveries

We are entitled to make partial deliveries where this is reasonable for you. In the case of partial deliveries, however, you do not incur any additional shipping costs.

2.2 Delays in delivery and performance

Delays in delivery and performance due to force majeure and due to extraordinary and unforeseeable events which cannot be prevented even with the utmost care on our part and for which we are not responsible (this includes in particular strikes, official or court orders and cases of incorrect or improper supply to ourselves despite a corresponding covering transaction) entitle us to postpone delivery by the duration of the impeding event.

2.3 Exclusion of delivery

We do not deliver to PO box addresses.

2.4 Default of acceptance

If you are in default with the acceptance of the goods ordered, we are entitled, after setting a reasonable grace period, to withdraw from the contract and to claim damages for default or for non-performance. During the default of acceptance you bear the risk of accidental loss or accidental deterioration.

2.5 Delivery and performance time

Our delivery and performance times are agreed with you individually. If your cooperation is required or agreed for our delivery or performance, the delivery or performance time is extended by the period during which you have not fulfilled this obligation. If you request changes or additions after scheduling, the agreed periods/dates can no longer be met.

Please also note that our delivery times depend heavily on the delivery times of our partners and that longer delivery times may therefore occur. Of course, we always endeavour to get the goods to you as quickly as possible.

Unless expressly agreed otherwise, delivery/performance by us takes place within 7 days. In the case of payment in advance, the period for delivery/performance begins on the day after the payment order is issued to the transferring bank; in the case of payment by cash on delivery or purchase on account, on the day after the contract is concluded. The period ends on the seventh day thereafter. If the last day of the period falls on a Saturday, Sunday or a public holiday officially recognised at the place of delivery/performance, the period ends on the next working day.

2.6 Early termination

Should you wish to terminate your order early, we reserve the right to invoice you for the services already rendered or for expenses incurred in vain, but at least 20% of the order value. Any claim to completion of our work lapses. You retain the option of proving that we incurred no loss or a lower loss.

2.7 Storage costs

Where dispatch or delivery of the goods is delayed at your request, we reserve the right to invoice you for the costs incurred as a result (in particular storage costs).

2.8 Requests for changes and extensions

Unless otherwise agreed or booked, requests for changes and extensions are only carried out if they are necessary in order to achieve the purpose of the contract. At the customer's express request, however, changes and extensions can be carried out by commissioning us separately. These are then to be remunerated separately. Checking the feasibility of requested changes and extensions is also subject to remuneration.

3. Payment

3.1 Prices and terms of payment

The exact prices and terms of payment are agreed with you individually (e.g. down payment). All prices are exclusive of value added tax and, unless otherwise agreed, ex works, excluding packaging, loading, freight, customs duties, transport and storage insurance.

Unless otherwise agreed, our invoices are payable in cash without deduction within 30 days of the invoice date. For payment within 14 days of the invoice date, a discount of 2% of the net invoice amount is granted.

If you are exempt from value added tax, you must provide us with appropriate evidence. We also reserve the right to demand advance payments or securities if we have doubts about your solvency (e.g. payment default that has already occurred). Should you fail to comply with a corresponding request for advance payment or security, we are entitled to withdraw from the contract after setting a reasonable period.

3.2 Default of payment

Default of payment occurs without a reminder 30 days after the invoice date. In the event of default of payment, interest is charged at 9 percentage points above the base rate of the European Central Bank. Should you fall into arrears with your payments, we reserve the right to charge reminder fees of EUR 2.50. The assertion of any further damages remains unaffected. You retain the option of proving that we incurred no loss or a lower loss.

In the event of default of payment, we reserve the right to suspend our work until you have met your payment obligation. We will invoice you for the additional costs incurred as a result.

In addition, in the event of default of payment we may declare all further payment obligations you owe us immediately due and, in the case of payment by instalments, also the full price.

3.3 Right of retention

You are entitled to assert a right of retention only in respect of counterclaims that are due and are based on the same legal relationship as your obligation.

3.4 Cost estimates

Our cost estimates are non-binding. If it becomes foreseeable that the actual costs will exceed the prices stated by us in text form by more than 15%, we will inform you of the higher costs. The cost overrun is deemed to have been approved by you if you do not object in text form within three working days of this notification. In the case of a cost overrun of up to 15%, separate notification is not required.

3.5 Advance payment and/or partial invoicing

For extensive work, we reserve the right to demand advance payment and/or partial invoicing. This applies in particular where we make use of third-party services in order to fulfil the contract.

3.6 Transport and packaging

The weight and dimensions determined by us are decisive for calculating transport costs. The choice of shipping method is left to us unless otherwise agreed. Packaging material, where provided by us, is charged at cost price and is not taken back. Rental charges are applied for pallets.

Copper surcharges are calculated from a DEL quotation of more than EUR 230 per 100 kg as follows:

DEL quotation (EUR / 100 kg)	Surcharge	DEL quotation (EUR / 100 kg)	Surcharge
231 – 280	2 %	331 – 380	4 %
281 – 330	3 %	381 – 430	5 %

The percentage applied is based on the DEL quotation valid on the day the contract is concluded.

Where our remuneration covers the use/provision of tools, models produced and special designs etc., payment does not give you any title to or right of use in these.

4. Your responsibility

4.1 General

You alone are responsible for the content and accuracy of the data and information you transmit. You also undertake not to transmit any data whose content infringes the rights of third parties or violates existing laws. By transmitting data to us, you confirm that you have complied with copyright provisions.

4.2 Indemnification

You indemnify us against all claims asserted against us by third parties on account of such infringements. This also includes the reimbursement of the costs of necessary legal representation.

4.3 Data backup

You share responsibility for backing up the information sent to us. We cannot be held responsible for the loss of information sent by you, as we do not assume any general data backup guarantee.

4.4 Legal advice and review

We point out that legal advice on, or review of, your order is not part of our services and that you must commission a specialist for this purpose.

4.5 Access and conditions at the place of use

Where we have to carry out work at your premises or this is covered by the services booked, you must ensure that we are granted access to the relevant premises or that a corresponding key is handed over. You must also ensure that there is an adequate power supply in the premises. You are responsible for delays resulting from your failure to cooperate.

4.6 Instructions

You must always observe any instructions/notes provided on cleaning, storing and handling the goods/works. We therefore cannot be held responsible for any incorrect conduct on your part.

4.7 Confidentiality

You are obliged to keep secret all trade and business secrets and information designated as confidential which are communicated to you by us or become known to you in the course of performing the contract.

4.8 Consultation

Any advice on the functionality and suitability of the goods/works for your intended purpose is provided by us only as assistance and is not to be understood as a warranty. You must ensure yourself that you obtain comprehensive information about functionality and suitability and, where necessary, seek information from third parties.

5. Right to name as reference

We reserve the right to name you as a reference and to take photographs of the work we have carried out and to use these as a reference in brochures, leaflets and on our website. You have a right to object to this.

6. Retention of title

6.1 General

The goods, works and materials supplied by us remain our property until all present and future claims arising from the business relationship have been settled in full. You assign to us any claim or compensation you receive for damage to, destruction or loss of these items. Unless otherwise agreed below, you are not entitled to sell, give away, pledge or assign as security the items supplied to you under retention of title.

6.2 Seizure and other impairments

If the item subject to retention of title is seized or otherwise impaired by third parties, you must notify us without delay so that an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO) can be brought. In so far as the third party is unable to reimburse the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO, you are liable for the loss incurred by us.

6.3 Resale

You are entitled to resell the goods subject to retention of title in the ordinary course of business. You hereby assign to us the claims arising from the resale of the goods subject to retention of title in the amount of the agreed final invoice amount (including value added tax). This assignment applies irrespective of whether the purchased item has been resold without or after processing. You remain authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as you meet your payment obligations from the proceeds received, are not in default of payment and, in particular, as long as no application has been made to open insolvency proceedings and no suspension of payments has occurred.

6.4 Transformation, treatment and processing

Any treatment, processing or transformation of the purchased item by you is always carried out in our name and on our behalf. In this case your expectant right in the purchased item continues in the transformed item. Where the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the objective value of the purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing takes place in such a way that your item is to be regarded as the principal item, it is deemed agreed that you transfer proportionate co-ownership to us and hold the resulting sole ownership or co-ownership in safekeeping for us. To secure the claims against you, you also assign to us any claims accruing to you against a third party through the combination of the goods subject to retention of title with a property; we hereby accept this assignment.

6.5 Repossession

In the event of conduct in breach of contract on your part, in particular default of payment, and also in the event of an application for insolvency proceedings in respect of your assets, we are entitled to repossess the item. In this case, repossession of the item does not constitute withdrawal from the contract unless we expressly declare this in text form.

6.6 Release of securities

If the value of the securities exceeds the value of the secured claims by more than 15 percent, we are obliged to release securities at your request.

7. Warranty

7.1 Warranty for purchase contracts

7.1.1 General
Statutory warranty rights apply. A warranty claim can only arise in respect of the properties of the goods; reasonable deviations in the aesthetic characteristics of the goods are not covered by the warranty claim. In particular, technical and design deviations may occur with regard to the descriptions, depictions and details in our offers, brochures, catalogues, on the website and in other documents (e.g. colour, weight, dimensions, design, scale, positioning or similar), in so far as these changes are reasonable for you. Such reasonable grounds for change may result from customary trade variations and technical production processes. Where guarantees are given in addition to warranty claims, you will find their exact conditions with the respective product. Any guarantees do not affect the warranty rights.

7.1.2 Warranty claim
In the event of a defect we provide subsequent performance, at our own discretion, either by remedying the defect or by delivering a replacement. The risk of accidental loss or deterioration of the item passes to you as soon as it is handed over to the person designated to carry out the transport. You must report obvious defects without delay and non-obvious defects without delay after discovery, in text form; otherwise the assertion of the warranty claim is excluded. Timely dispatch is sufficient to meet the deadline. The full burden of proof for all conditions of the claim lies with you, in particular for the defect itself, for the time the defect was discovered and for the timeliness of the notice of defect.

7.1.3 Limitation period
For used goods the warranty is excluded; for new goods it is 1 year. The right of recourse under Section 478 BGB is excepted from this. The shortening of the limitation period expressly does not exclude liability for damage arising from injury to life, body or health, or in cases of intent or gross negligence. The provisions of the German Product Liability Act also remain unaffected.

7.2 Warranty for contracts for work

7.2.1 Warranty claim
Statutory warranty rights apply. If the work is defective and you demand subsequent performance, we may, at our discretion, remedy the defect or produce a new work. If defects are not remedied even after at least two attempts at rectification, you are entitled to withdraw from the contract or to a reduction in price.

7.2.2 Passing of risk
In the context of warranty handling, the risk of accidental loss or deterioration of the work passes to you only upon acceptance of the work.

7.2.3 Notification
Should you notice that the outer packaging arrives damaged or should you discover damage after receiving the goods, we ask you to inform us. However, there is no obligation to give such notification, nor does a failure to notify affect the consumer's warranty rights.

7.2.4 Limitation period
Warranty claims become time-barred within one year of the passing of risk, unless the work concerns the construction of a building or a work whose result consists in the provision of planning or supervisory services for such a building. In these cases the limitation period is five years. The shortening of the limitation period expressly does not exclude liability for damage arising from injury to life, body or health, or in cases of intent or gross negligence. The provisions of the German Product Liability Act also remain unaffected.

7.3 Rights in the case of an insignificant defect

Where a defect is merely insignificant, you are entitled only to a reasonable reduction of the purchase price or of the agreed remuneration for the work, to the exclusion of the right of withdrawal.

7.4 Damages for defects

No warranty is provided for damage attributable to improper handling or use. Express reference is made to the exclusion of liability set out below.

7.5 Absence of warranty rights

There is no warranty claim for the goods/works in the following cases, in so far as the defect complained of is caused by:

• unsuitable or improper use / placement / storage
• unauthorised reworking
• faulty installation or commissioning by you or third parties
• natural wear and tear
• faulty or negligent handling
• use of unsuitable operating materials
• external influences from the environment
• ageing due to the raw material

8. Liability

8.1 Information

Information on the processing and application options of the goods/works sold or produced by us, as well as technical advice and other details, is provided to the best of our knowledge and belief. The exclusion and reservation of liability under the following provisions also applies in this respect. However, you must always ensure yourself that, before placing an order, you obtain information and check whether the goods or work to be produced are suitable for your planned project.

8.2 Exclusion of liability

We and our legal representatives and vicarious agents are liable only for intent. Only where essential contractual obligations are affected (that is, obligations whose fulfilment is of particular importance for achieving the purpose of the contract) are we also liable for gross or slight negligence. In such cases liability is limited to the foreseeable damage typical of the contract.

8.3 Reservation of liability

The above exclusion of liability does not affect liability for damage arising from injury to life, body or health. The provisions of the German Product Liability Act also remain unaffected by this exclusion of liability.

9. Final provisions

9.1 Place of performance

The place of performance for both parties is Berlin.

9.2 Place of jurisdiction

Our registered office is agreed as the exclusive place of jurisdiction for all legal disputes arising from this contract, provided that you are a merchant, a legal entity under public law or a special fund under public law, or provided that you have no place of jurisdiction in the Federal Republic of Germany.

9.3 Choice of law

Unless mandatory statutory provisions under the law of your home country conflict with this, German law is deemed agreed, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

9.4 Severability clause

The invalidity of individual provisions does not affect the validity of the remaining general terms and conditions.