I. Scope

1. Our following terms and conditions apply to all contracts concluded between us and the seller for the delivery of goods, regardless of whether the seller manufactures the goods himself or purchases them from suppliers (§§ 433, 650 BGB). They also apply to all future business relationships, even if they are not expressly agreed again. Any deviating, conflicting or supplementary terms and conditions of the seller that we do not expressly recognise are not binding on us, even if we do not expressly object to them. Our terms and conditions shall also apply if we accept the seller's delivery without reservation in the knowledge of terms and conditions that conflict with, supplement or deviate from these terms and conditions.

2. All agreements made between us and the seller in connection with the purchase contracts are set out in writing in the purchase contracts, these terms and conditions and our offers (orders). Any ancillary agreements deviating from these terms and conditions of purchase, namely reservations, amendments, additions or cancellation of this contract, shall only become binding upon our written confirmation.

3. In all other respects, these terms and conditions shall only apply if the seller is a company, a legal entity under public law or a special fund under public law (Sections 14, 310 (1) of the German Civil Code (BGB)).
 

II. Offer and conclusion of contract

1. We are bound to the offer to conclude a purchase contract (order) for two weeks. The seller may accept the offer within these two weeks by written declaration to us.

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

III. Prices, invoicing and terms of payment
 

1. The price stated by us in the order is binding and applies free of charge, unless otherwise agreed in writing between the parties. Packaging and transport costs are included in the price. The price includes the applicable statutory value added tax. All invoices issued by the seller must state the order number specified by us.

2. Surcharges or price increases can only be taken into account if they are communicated to us in the order confirmation. In any case, prices that exceed those stated in our order shall only be deemed agreed upon with our written confirmation.

3. Invoices shall be issued immediately after delivery in duplicate, stating the order number and order date. Invoices for monthly deliveries shall be issued by the 5th of the following month at the latest.
 

4. The agreed price is due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the seller shall grant us a 3% discount on the net amount of the invoice.

IV. Delivery period

1. The delivery period or delivery date specified by us in the order is binding for the seller.

2. If the seller fails to perform its obligations or fails to do so within the agreed delivery period or is in default, our rights – in particular to withdraw from the contract and claim damages – shall be determined in accordance with the statutory provisions. The provisions in paragraph 3 shall remain unaffected.

3. If the seller is in default, we may – in addition to further legal claims – demand lump-sum compensation for our damage caused by the delay in the amount of 1% of the net price per completed calendar week, but in total not more than 5% of the net price of the goods delivered late. We reserve the right to prove that higher damage has been incurred. The seller reserves the right to prove that no damage or only significantly less damage has been incurred.

4. If it becomes impossible for the supplier to meet the deadline or the date, they must notify us immediately. In the event of early delivery, which must be agreed with us, the payment term shall be calculated from the originally agreed delivery date.

V. Shipping, transfer of risk

1. Shipping must be carried out in strict accordance with our respective shipping regulations and must be notified to us on the day of dispatch in duplicate, stating the order number and the order date. The net weight must be confirmed by the weighing slip from a calibrated scale. In the case of truckloads whose load capacity is not fully utilised, the loss of freight shall be borne by the seller.

2. We shall only bear the costs of breakage insurance if we expressly request this.

3. The delivered goods must be packaged in accordance with commercial practice. The packaging costs shall be borne by the seller.

4. Packaging materials shall only be returned at our express request and in the condition in which they were found after removal of the goods. The costs of return shall be borne by the seller. At our request, the seller is obliged to take back any packaging materials used by him at his own expense.

5. The risk of accidental loss and accidental deterioration of the goods shall pass to us upon delivery at the place of performance. If acceptance has been agreed, this shall be decisive for the transfer of risk.

VI. Warranty and liability

1. Our rights in the event of material defects and defects of title in the goods (including incorrect and short delivery as well as improper assembly/installation or defective instructions) and in the event of other breaches of duty by the seller shall be governed by the statutory provisions and, exclusively in our favour, by the following additions and clarifications.

2. The obligation to inspect and give notice of defects shall commence in all cases when the delivery has been received at the place of destination specified in the order and a proper dispatch note (in accordance with Section V.) of these Terms and Conditions of Purchase or a delivery note has been provided. In the case of deliveries with installation, these obligations shall not commence until the time of acceptance.

3. We are obliged to inspect the goods for quality and quantity deviations within a reasonable period of time after delivery by the seller. The notification of obvious defects shall be deemed timely if it is sent by us within three working days of delivery of the goods and is subsequently received by the seller; the notification of hidden defects shall be deemed timely if we have sent it within three working days of their discovery and it is subsequently received by the seller.

4. We shall be entitled, in particular in cases of imminent danger or in cases of extreme urgency, to remedy the defects ourselves at the seller's expense.

5. The seller's liability for defects shall also extend to parts manufactured by subcontractors.

6. The seller shall be liable for all damage caused by him or his vicarious agents to the extent required by law. Any limitation or restriction of liability shall not be recognised. In the event of repair or replacement, the seller shall be obliged to bear all expenses necessary for the purpose of repair or replacement.

VII. Unforeseen events

In the event of force majeure or other circumstances, e.g. mobilisation, war, riots, operational disruptions at our premises or those of our customers, strikes, lockouts, import or export bans, failure to obtain official approvals, lack of further processing options, justified refusal of acceptance by our customers for reasons for which we are not responsible, make it unreasonable for us to accept delivery in accordance with the contract, we may demand that the contract be adjusted appropriately to the circumstances that have arisen or, if an adjustment of the contract is not possible or unreasonable for the seller, withdraw from the contract.

VIII. Liability of the seller for product damage and third-party rights

1. If we are held liable by third parties for damages resulting from a product defect for which the seller is responsible, the seller shall indemnify us upon first request against all claims by third parties, including the necessary costs of defending against such claims, if the seller has caused the defect within its sphere of control and organisation and is liable in relation to third parties.

2. If we are required to carry out a recall campaign due to a case of damage within the meaning of the preceding paragraph 1, the seller shall be obliged to reimburse us for all expenses incurred by us as a result of or in connection with the recall campaign carried out by us. We shall, as far as possible and reasonable in terms of time, inform the seller of the content and scope of the recall campaign and give him the opportunity to comment. Our further legal claims remain unaffected by this.

3. The seller is obliged to take out and maintain product liability insurance for personal injury and property damage. The sum insured must be sufficiently high to cover the scope of the seller's business operations and the risks associated with its industry. Our further legal claims remain unaffected by this.

4. If claims are made against us by third parties because the Seller's delivery infringes a third party's statutory property right, the Seller undertakes to indemnify us against these claims upon first request, including all necessary expenses incurred by us in connection with the claim by the third party and its defence. We are not entitled to acknowledge the third party's claims and/or conclude agreements with the third party regarding these claims without the Seller's written consent. The limitation period for these indemnification claims is three years from the date we become aware of the claim by the third party, but no longer than 10 years from delivery of the item.
 

IX. Retention of title • Provision • Tools

1. If we provide parts (e.g. fabrics, materials or tools; hereinafter referred to as ‘reserved goods’) to the seller, we reserve title to these parts. Processing or transformation by the suppliers shall be carried out on our behalf. If our reserved goods are processed with other items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of our item to the other processed items at the time of processing. If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the reserved item to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the item of the supplier is to be regarded as the main item, it shall be deemed agreed that the supplier transfers proportional co-ownership to us and the supplier shall hold the sole ownership or co-ownership for us.

2. The supplier shall assume full liability for damage, including damage caused by processing, and loss of parts provided by us as long as the parts provided are in his custody.

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

1. We are entitled to the statutory rights of set-off and retention in full. The seller shall only have a right of set-off or retention on the basis of legally established or undisputed counterclaims.

2. We are entitled to assign all claims arising from the purchase contract without the consent of the seller. The seller is not entitled to assign claims arising from the contractual relationship to third parties without our prior written consent.

XI. Order documents, confidentiality/retention of title

We reserve the right of ownership and copyright to illustrations, drawings, calculations and other documents. All drawings, technical data and information made available to the seller by us must be kept confidential and, if the order is not accepted, returned unsolicited within the period for acceptance and at the latest after completion of the order. They may only be used by the seller for the execution of the order, but not for their own purposes. They may not be made accessible to third parties without our express written consent and must otherwise be kept secret from third parties even after the execution of this contract. The seller is liable for all damages incurred by us as a result of a breach of this obligation.

XII. Acceptance

We reserve the right to inspect the delivery items at the seller's premises during production or before dispatch. However, such inspection shall not affect the seller's warranty obligation. All acceptance documents, material certificates, etc. are part of the delivery and must be received by us at the latest upon delivery.

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

1. The place of performance and jurisdiction for deliveries and payments (including actions on cheques and bills of exchange) as well as for all disputes arising between the seller and the buyer from the contracts concluded between them is our place of business. However, we are entitled to sue the seller at his place of business.

2. The relations between the contracting parties shall be governed exclusively by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

XIV. Partial invalidity

Should any provision of these Terms and Conditions of Purchase or any provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

A. General provisions

I. Conclusions

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

2. Our terms and conditions of sale apply exclusively; we do not recognise any terms and conditions of the customer that conflict with, supplement or deviate from our terms and conditions of sale, unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply exclusively if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our terms and conditions of sale.

3. Our terms and conditions of sale shall also apply to all future transactions with the customer.

4. By placing the order, at the latest upon uncontested acceptance of our goods, the buyer accepts our terms and conditions of sale and delivery.

5. Our terms and conditions of sale shall only apply to companies, legal entities under public law or special funds under public law (§§ 14, 310 para. 1 BGB).
 

II. Prices

1. Our prices are net cash plus freight ex works or warehouse plus value added tax at the applicable statutory rate.

2. We reserve the right to change the prices payable on the basis of the respective contract, which are decisive for the price calculation, at our reasonable discretion in line with the development of costs up to the time of delivery if, after conclusion of the contract, cost reductions or increases, in particular due to collective agreements or changes in material prices, due to increases in existing or the introduction of new public taxes, levies and freight charges, and to the extent that the increases or decreases in one cost category (e.g. steel costs) are not offset by any decreases or increases in costs in other areas (e.g. energy costs). In exercising our reasonable discretion, we shall choose the respective dates of a price change in such a way that cost reductions are not taken into account to a lesser extent than cost increases, i.e. cost reductions shall have at least the same effect on prices as cost increases. We shall provide the customer with details upon request.

3. In the case of deliveries agreed to be carriage paid, the buyer shall pay the legally permissible freight costs to the carrier upon request; he shall be entitled to deduct the amount presented from our invoice.

4. The costs of packaging shall be borne in full by the buyer. The packaging shall become the property of the buyer.

5. The deduction of discounts requires a special written agreement.

III. Terms of payment

1. Unless otherwise agreed, payment of the purchase price shall be made to us in cash or by transfer to our account without deduction within the agreed period, by the 15th of the month following delivery. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. Furthermore, he shall be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

2. Cheques shall always be accepted only on account of performance. They shall be accepted without guarantee of correct presentation and protest. Credit notes for cheques shall be subject to receipt of the value date on which we can dispose of the equivalent value. Other types of payment and financing require our prior written consent.

3. In the event of default in payment by the customer, interest shall be charged at a rate of 9 percentage points above the respective base interest rate. We reserve the right to assert further claims for damages caused by default. Our claim to commercial interest on arrears (§ 353 HGB) against merchants remains unaffected.

4. Notwithstanding further legal rights, we shall be entitled to make outstanding deliveries only against advance payment if, after conclusion of the contract, it becomes apparent that our claim to consideration is at risk due to the customer's inability to pay. The right to refuse performance shall not apply if consideration has been effected or security has been provided for it. We may also set a reasonable period within which the customer must effect the consideration or provide security. Upon expiry of this period, we may withdraw from the contract. Our rights to claim damages remain unaffected.

5. Until our claim has been satisfied, we may also, without withdrawing from the contract, prohibit the resale and processing of the delivered goods, revoke the collection authorisation in accordance with Section A IV No. 4 and demand the return of the goods at the expense of the customer or take possession of them, without the customer being entitled to any right of retention or any other right. We shall be entitled to sell the returned goods by private sale and to offset the proceeds against the outstanding purchase price claim, less any costs incurred. However, we shall only be entitled to the rights set out in this No. 5 in the event of breach of contract by the customer, in particular default in payment, or in the event that an application for the opening of composition or insolvency proceedings has been filed against the customer or payments have been suspended.

IV. Securities

1. We retain title to the delivered goods (reserved goods) until all our current and future claims arising from the purchase contract and a current business relationship with the customer have been paid in full. If a current account relationship within the meaning of Section 355 of the German Commercial Code (HGB) exists between us and the customer, we reserve title to the delivered goods until all payments from the existing current account relationship (business relationship) with the customer have been received; the reservation refers to the recognised balance.

2. The customer is obliged to treat the goods subject to retention of title with care; in particular, he is obliged to insure them adequately at his own expense against fire, water and theft damage at replacement value. If maintenance and inspection work is necessary, the customer must carry this out in good time at his own expense.

3. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.

4. The customer is entitled to sell and/or use the goods subject to retention of title in the ordinary course of business as long as they are not in default of payment. Pledging or transfer by way of security is not permitted. The customer hereby assigns to us by way of security all claims arising from the resale or any other legal basis (insurance, tort) in respect of the goods subject to retention of title (including all balance claims from current accounts); we hereby accept the assignment. We revocably authorise the customer to collect the claims assigned to us for its account in its own name. The authorisation to collect may be revoked at any time if the customer does not properly meet its payment obligations. The customer is also not authorised to assign this claim for the purpose of debt collection by way of factoring, unless the factor is simultaneously obliged to effect payment directly to us in the amount of the claims for as long as we still have claims against the customer.

If the customer's right to collect expires in accordance with the above provisions, we may demand that the customer informs us of the assigned claim and its debtor, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

5. The processing or transformation of the goods subject to retention of title by the customer shall always be carried out on our behalf. If the goods subject to retention of title are processed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title (final invoice amount including value added tax) to the other processed items at the time of processing. The same shall apply to the item created by processing as to the goods delivered under retention of title.

6. If the delivered goods are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the reserved goods (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer transfers proportional co-ownership to us. The customer shall hold the sole ownership or co-ownership thus created in safekeeping for us.

7. The customer also assigns to us as security for our claims against him any claims arising against a third party from the combination of the goods subject to retention of title with a piece of real estate.

8. We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall be at our discretion.

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

1. The place of performance and jurisdiction for deliveries and payments (including actions on cheques and bills of exchange) as well as all disputes arising between us and the customer from the purchase contracts concluded between us and the customer is our registered office. However, we are also entitled to sue the customer at their place of residence and/or place of business.

2. The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

B. Terms of delivery and warranty

I. Delivery periods, delivery dates

1. Delivery dates or delivery periods must be specified in writing. They are non-binding unless their binding nature is expressly confirmed by us in writing. Fixed-date transactions must be expressly designated as such.

2. Subject to the provision in point 3 below, delivery periods shall commence on the date of our order confirmation; they refer to the time of delivery ex works or ex warehouse. They shall also be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own. We do not assume any obligation for timely transport.

3. The start of the delivery period specified by us is subject to the clarification of all technical questions. Compliance with our delivery obligations also requires the timely and faultless delivery of raw materials and the timely and proper fulfilment of the obligations of the customer. We reserve the right to plead non-performance of the contract.

4. If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. We reserve the right to assert further claims.

5. Insofar as the conditions of clause 4 are met, the risk of accidental loss or accidental deterioration of the delivered goods shall pass to the customer at the point in time at which the customer is in default of acceptance or payment.

II. Force majeure and other delivery impediments

1. In the event of force majeure and other unforeseeable, extraordinary circumstances for which we are not responsible, e.g. difficulties in procuring materials, operational disruptions, fire, strikes, lockouts, lack of means of transport, traffic disruptions, official interventions, machine breakdowns, import and export bans, energy supply difficulties, mobilisation, war, blockades, etc., even if they occur at our suppliers, the delivery period shall be extended by the duration of the hindrance if we are prevented from fulfilling our obligations on time.

2. If our delivery becomes impossible due to the circumstances mentioned above, we shall be released from our delivery obligation.

3. If the delay in delivery lasts longer than two months, both the buyer and we shall be entitled to withdraw from the contract without any claims for damages.

4. If the delivery time is extended or if we are released from our delivery obligation, the buyer cannot derive any claims for damages from this. We can only invoke the circumstances mentioned above if we notify the buyer immediately of the beginning and end of such obstacles.

5. The buyer may demand a statement from us as to whether we intend to deliver within a reasonable period of time. If we do not respond within a reasonable period of time, the buyer may withdraw from the contract with regard to the part of the delivery that has not yet been fulfilled.

6. If the unforeseen events mentioned in clause 1 change the economic significance or content of the contractual service or if these events have a significant impact on our operations, the contract shall be adjusted appropriately in the event of subsequent impossibility of performance. If this is not economically reasonable, we shall only be entitled to withdraw from the contract in whole or in part.

III. Quality, dimensions, quantities and weights

1. We shall be entitled to make partial deliveries if

a) the partial deliveries are usable for the customer within the scope of the contractual purpose and

b) delivery of the remaining goods ordered is guaranteed and the customer does not incur any significant additional expenditure or costs as a result (unless we agree to bear these costs).

2. The quality and dimensions of the material delivered by us shall be determined exclusively by German material standards, unless the application of specific standards or steel or iron material data sheets is expressly agreed.

Weights shall be determined on our scales or those of our suppliers and shall be decisive for invoicing.

IV. Shipping and transfer of risk

1. If no instructions are given by the customer, we shall determine the forwarding agent or carrier. The same applies to the shipping route and means of transport.

2. If the seller acts as a forwarding agent, the general German forwarding agent terms and conditions shall apply to the extent permitted by law.

3. We shall only be liable for the incorrect selection of the forwarding agent or carrier, the shipping route or for errors in our own transport in the event of gross negligence or intent.

We are entitled, but not obliged, to insure deliveries on behalf of and for the account of the buyer.

4. Upon handover of the goods to the forwarding agent or carrier or upon loading onto the seller's vehicles, but no later than upon leaving the factory or warehouse, even in the case of carriage paid delivery, the risk of loss of the goods shall pass to the buyer. The loss of the goods shall be deemed equivalent to their seizure.

5. In the event of transport-related defects in delivery items, these shall nevertheless be accepted by the buyer without prejudice to any rights, provided that the seller has not caused them through gross negligence or intent.

V. Acceptance and test certificates

1. The customer is obliged to accept and take delivery of the work manufactured in accordance with the contract, unless acceptance is excluded due to the nature of the work.

2. Goods or products for which there is an obligation to accept or for which acceptance by the customer is mandatory must be accepted at the delivery plant. Otherwise, these goods shall be deemed to have been delivered in accordance with the terms and conditions upon leaving the factory.

3. The customer must enquire with us after the time of acceptance. The costs of any experts called in shall be borne by the customer. If the customer fails to accept or inspect the goods, delays acceptance or inspection unreasonably, or waives acceptance or inspection, we shall be entitled to ship the goods without acceptance or to store them at the customer's expense and risk. This does not constitute an obligation to insure the goods.

VI. Warranty/liability

1. The customer shall only be entitled to assert claims for defects if it has duly fulfilled its obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).

2. If there is a defect in the goods for which we are responsible, we shall be obliged to remedy the defect, excluding the rights of the customer to withdraw from the contract or reduce the purchase price (reduction), unless we are entitled to refuse subsequent performance on the basis of statutory provisions. The customer shall grant us a reasonable period of time for subsequent performance. Subsequent performance may, at our discretion, take the form of rectification of the defect (repair) or delivery of new goods. In the event of rectification of the defect, we shall bear the necessary expenses, provided that these are not increased by the fact that the contractual item is located at a place other than the place of performance.

If the subsequent performance has failed, the buyer may, at his discretion, demand a reduction in the purchase price (abatement) or withdraw from the contract. The repair shall be deemed to have failed after the second unsuccessful attempt, unless further attempts at repair are reasonable and acceptable to the customer due to the subject matter of the contract.

The customer may only assert claims for damages under the following conditions due to the defect if the subsequent performance has failed. The customer's right to assert further claims for damages under the following conditions remains unaffected by this.

3. The customer's warranty claims shall expire one year after delivery of the goods to the customer. Our obligations under Section B VI, clauses 4 to 7, shall remain unaffected by this. In such cases, the statutory provisions shall apply.

4. We are obliged to take back the new goods or reduce the purchase price in accordance with the statutory provisions, even without the otherwise required setting of a deadline, if the customer's buyer, as the consumer of the sold new movable item (consumer goods purchase), could demand that the goods be taken back or the purchase price be reduced (abatement) from the customer due to the defect in these goods, or if the customer is confronted with a similar right of recourse resulting therefrom. We are also obliged to reimburse the purchaser for any expenses incurred by the purchaser, in particular transport, travel, labour and material costs, which the purchaser had to bear in relation to the end consumer within the scope of subsequent performance due to a defect in the goods existing at the time of transfer of risk from us to the purchaser. The claim is excluded if and to the extent that the obligations to inspect and give notice of defects owed under Section 377 of the German Commercial Code (HGB) have not been fulfilled in the supplier chain.

5. The obligation under Section VI (4) is excluded if the defect is due to advertising statements or other contractual agreements that do not originate from us, or if the customer has given a special guarantee to the end consumer. The obligation is also excluded if the customer itself was not obliged to exercise warranty rights against the end consumer under statutory provisions or did not raise this objection against a claim made against it. This also applies if the customer has assumed warranties towards the end consumer that go beyond the statutory requirements.

6. We shall be liable without limitation in accordance with the statutory provisions for damage resulting from injury to life, limb and health, as well as for damage covered by liability under the Product Liability Act. We shall also be liable in accordance with the statutory provisions for damage not covered by sentence 1 and which is based on intentional or grossly negligent breaches of contract by us, our legal representatives or our vicarious agents, as well as for defects which we have fraudulently concealed. To the extent that we have given a guarantee of quality and/or durability with regard to the goods or parts thereof, we shall also be liable within the scope of this guarantee. However, we shall only be liable for damage resulting from the absence of the guaranteed quality or durability, but not occurring directly to the goods, if the risk of such damage is clearly covered by the quality and durability guarantee.

7. We shall also be liable for damage caused by simple negligence, insofar as the negligence concerns the breach of contractual obligations whose fulfilment is of particular importance for the achievement of the purpose of the contract (cardinal obligations). However, we shall only be liable insofar as the damage is typically associated with the contract and is foreseeable.

8. Any further liability is excluded regardless of the legal nature of the claim asserted; this applies in particular to tortious claims or claims for compensation for futile expenses instead of performance. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and vicarious agents.

9. Claims for damages by the customer due to a defect shall become statute-barred one year after delivery of the goods. This shall not apply in the cases specified in Section B. VI. Clauses 6 and 7. In these cases, the statutory provisions shall apply.

10. In the case of the sale of used or other goods that have been sold as downgraded material (e.g. so-called II a material), the customer shall not be entitled to any rights for defects. This shall not apply in the cases specified in Section B. VI. Clauses 6 and 7.

C. Miscellaneous

I. Contract work and processing orders

In the case of contract work and processing orders, the following provisions shall apply in addition or in deviation from the above:

1. The customer shall deliver the material and the necessary technical documents in good time at its own expense. The material must be in perfect condition and correspond to the agreed values. If processing has been agreed, it must have normal processing allowances.

2. Additional costs and damage incurred by us as a result of the material not meeting the requirements in point 1 above (e.g. porosity, material properties, sand inclusions, brittleness, poor surface quality) shall be borne by the customer.

3. We shall not be liable for damage attributable to defects in the material or to errors in the technical documentation or other information provided.

4. If the parts provided by the customer become scrap due to material reasons or otherwise unusable through no fault of our own, we shall be entitled to charge the processing costs incurred by us.

5. Scrap, chips and other waste shall become our property. Their value shall be taken into account in the remuneration.

6. We guarantee careful and proper processing. Pure contract work and/or processing orders are service contracts; warranty claims do not exist.

7. If the material supplied by the customer is demonstrably damaged or rendered unusable through our fault, we shall be obliged to deliver replacement material or compensation for the value of the damaged material.

8. Further claims, in particular claims for damages due to delay and loss of profit, can only be asserted against us in the cases specified in Section B. VI. Clauses 6 and 7.

II. Partial invalidity

Should any provision of these Terms and Conditions of Sale and Delivery or any provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.