(1) Our terms and conditions apply to the supply of movable items based on the contract concluded between us and the Customer (Purchaser).
(2) Our terms and conditions apply exclusively. We do not recognise opposing contracting partner (Customer/Purchaser) conditions or conditions that deviate from our terms and conditions, unless we have expressly agreed to their validity in writing.
(3) Should individual provisions be or become invalid, the remaining provisions shall remain unaffected by this.

§ Section 2 Documents for the offer and contract conclusion

(1) Orders only become binding once the order has been confirmed. Amendments and supplements must be made in writing (Section 126 et seq. of the German Civil Code (Bundesgesetzbuch, BGB). All offers are not binding unless they have been explicitly referred to as a binding offer
(2) We retain title and reserve the copyrights for illustrations, drawings, calculations and other documents. This shall also apply to written documents that are marked as confidential. Express written consent is required before these are passed on to third parties.

§ Section 3 Price and payment conditions

(1) All prices are ex works - i.e. exclude freight, customs, import duties and packaging less VAT.
(2) If the price changes or the assessed fee increases at the time of the offer being submitted or at the time of the service being provided due to a change in the market price or an increase by the third parties involved in the provision of the service, then the higher price shall apply. If the price is 20% or more than the agreed price, the Customer has the right to withdraw from the contract. This right is only valid immediately after the Customer has been informed of the increased price.
(3) If the prices depend on the weight of the parts, the final price is based on the approved proof sample.
(4) We are not tied to any previous prices in respect of new orders (or follow-up orders).
(5) All payments are to be made to DALMINEX GmbH only, in EUR.
(6) Unless otherwise agreed, the sales price for supplies or other services are payable within 7 days of the invoice date with a 2% prompt payment discount, and 30 days of the invoice date with no discount. Discounts may only be granted if all previous undisputed invoices that are due have been paid.
(7) Failure to comply with payment terms or circumstances which give reason to doubt the creditworthiness of the Purchaser result in all of our receivables becoming due immediately. Furthermore, we are entitled to demand advance payment for services to be carried out, and to withdraw from the contract after an appropriate grace period has been set, or to demand compensation for da mages due to default. We are also entitled to deny the Purchaser the opportunity to resell the goods and retrieve goods not yet paid for, at the cost of the Purchaser.
(8) The Buyer is only entitled to rights of set-off if counter-claims have been legally established. A right of retention may only be exercised if its counter-claim is based on the same contractual relationship.

§ Section 4 Delivery and default

(1) The delivery time is only complied with if the order has been clarified in full, allapprovals have been given, and all documents, payments and securities required from the Purchaser have been received by the supplier. The delivery time shall be met if the delivery is ready to be sent within the agreed time period and a corresponding notification has been given to the Purchaser.
(2) If the agreed delivery period is not met through fault of our own, the Purchaser is entitled to demand compensation for delay or withdraw from the contract after an appropriate time period has passed and to the exclusion of further claims, if he has given written notification of the rejection of the delivery when the grace period was given, provided that the Purchaser has not acted with gross negligence or intent. The compensation for delay is limited to a maximum of 5% of the part of the delivery which was not met.
(3) Appropriate part deliveries and reasonable deviations from the amounts ordered are permitted up to +/- 10%.
(4) If the service under contract is substantially impeded or blocked, for example through force majeure such as strikes, exports, war, blockades, a ban on imports or exports, fire, road blockages, disruptions to operations or transport, and other circumstances beyond our control, or if such an event affects our subcontractors, the period for performance is automatically extended by the length of the hindrance.
(5) If the Purchaser does not fulfil his obligation to accept the delivery, we are not tied to the provisions on self-help sales, without prejudice to any other rights. We may also sell the delivery item in the open market without giving advance notice to the Purchaser.
(6) If we accept returned delivery items as a gesture of goodwill, this assumes that the goods are in perfect condition and that delivery is arranged (carriage paid) once a return date has been confirmed.

§ Section 5 Packaging, shipment, transfer of risk

(1) Unless otherwise agreed, we shall select the packaging, shipping method and transport route to the best of our judgement.
(2) The risk passes over to the Purchaser as soon as the delivery item leaves the factory or is available to the Purchaser at the factory. However, provided that pricing has been agreed, for which the 2010 Incoterms including any supplements valid at the time the contract is concluded provide another regulation for the transfer of risk, this deviating regulation shall apply. If the delivery is delayed for reasons that we are responsible for, the risk transfers to the Purchaser when notification is given that the delivery is ready for dispatch.
(3) The goods shall be insured against breakages and damage caused by storage, transport and fire upon the written request of the Purchaser and at the Purchaser’s cost.

§ Section 6 Liability for defects

(1) The proof samples set the standard for the quality and execution of the product, which the Purchaser submits to us for inspection on request by us. Assurances for certain delivery item properties and for mould services must be given in the written form in the order confirmation. The service description notes the technical standards. Assurances do not include the risk of consequential damages provided that we (to include our executive staff members and vicarious agents) have not acted with intent or grossly negligently. The burden of proof for intent or gross negligence lies with the Purchaser.
(2) If we have advised the Purchaser outside of the contractual service, we are only liable for the functionality and suitability of the delivery item with express written assurance. The state of the art standard at the time of order acceptance shall be used as a basis to set the standards.
(3) If the purchase is a commercial transaction for both parties, the Purchaser must inspect the goods immediately after receiving them, provided this is feasible in the ordinary course of business, and immediately bring any defects to our attention.
(4) If the Purchaser does not give notice of this, the goods shall be considered to have been accepted unless there is a hidden defect which was not apparent upon inspection. Sections 377 et seq. of the German Commercial Code (Handelsgesetzbuch, HGB) also apply.
(5) Claims are limited to rectifying the defect or delivering an item which is free of defects (supplementary performance), based on our choice. If there are failures in the supplementary performance, the Purchaser has the right to withdraw from the contract or reduce the contract, based on his choice.
(6) Unauthorised subsequent work and improper handling result in losing all claims for defects. The Purchaser is only entitled to carry out subsequent improvements and demand compensation for the relevant costs of this after prior consultation with us and only to prevent disproportionately large damages or if there has been a delay in us carrying out remedial action.

§ Section 7 Liability for damages

(1) Our liability for contractual breaches of duty and offences is limited to intent and gross negligence. This does not apply to the Customer’s loss of life, physical injury or health. This also applies to minor negligence on the part of our representatives and our vicarious agents.

§ Section 8 Retention of title

(1) The goods shall remain our property until all of our claims against the Purchaser (reserved goods) have been fulfilled, even if individual goods have been paid for. It is not permitted to pledge reserved goods or to assign them as a security.
(2) Where reserved goods are re-sold, the Customer hereby assigns to us by way of security the receivables from their customer arising from the named transactions until all claims have been fulfilled. Where reserved goods are processed, restructu red or combined with another item, we shall acquire direct title to the newly produced item. These goods shall then be considered to be the reserved goods.
(3) Should the value of the security exceed our claims against the Purchaser by more than 10%, we may release the security provided to us in an amount that corresponds with this, at the request of the Purchaser and at our discretion.
(4) We must be notified immediately if any third party seizes or confiscates the reserved goods. Where they are not borne by the third party, any costs incurred through intervening shall be borne by the Purchaser in all cases.
(5) If we exercise our retention of title under the above-mentioned provisions by withdrawing reserved goods, we are entitled to sell the goods in the open market or sell them at auction. Reserved goods are withdrawn in the amount of the proceeds obtained, however no higher than the agreed delivery prices. We reserve the right to further claims for damages, in particular loss of profits.

§ Section 9 Moulds

(1) The price for moulds also includes costs of one-off sampling, but does not include the costs of testing and processing devices or changes requested by the Purchaser. Costs for further samples for which we are responsible shall be borne by us.
(2) Unless otherwise agreed, we are and shall remain the owners of the moulds manufactured by us or a third party contracted by us for the Purchaser. Moulds are only used for the Purchaser’s order provided that the Purchaser meets their payment and acceptance obligations. We are only obligated to replace the mould free of charge if this is required in order to meet an output quantity assured by the Purchaser. Our obligation to store the mould shall expire 2 years after the last part from the mould has been delivered and once the Purchaser has been informed of this.
(3) If it is agreed that the Purchaser shall own the mould, ownership shall transfer upon payment of the purchase price. The transfer of the moulds to the Purchaser shall be replaced by our storage period. Regardless of the Purchaser’s legal right to recover possession and the useful life of the moulds, we are entitled to exclusive ownership of them until acceptance of a quantity to be agreed and/or until a certain period of time has passed. We shall identify the moulds as third-party property and, at the Purchaser’s request, we shall insure these at the Purchaser’s cost.
(4) For moulds that are custom to the Purchaser under Paragraph 3 and/or for moulds that are loaned, our liability is limited to the duty of care observed in our own affairs concerning storage and care. The Purchaser shall bear the costs of maintenance and insurance. Our obligations expire if the moulds have not been collected within a certain period of time after the order has been processed and after we have requested they be collected. If the Purchaser has not fully met their contractual obligations, we have a right to withhold the moulds.

§ Section 10 Provision of material

(1) If materials are provided by the Purchaser, they must be delivered on time and in perfect condition at their own cost and risk, with an appropriate quantity surcharge of at least 5%.
(2) If these conditions are not met, the delivery time shall be extended by an appropriate amount. Except in cases of force majeure, the Purchaser shall bear any additional costs incurred – including costs for interrupting production.

§ Section 11 Property rights

(1) If we are to provide a delivery based on drawings, patterns, samples or parts supplied by the Purchaser, the Purchaser shall ensure that third party property rights are not violated as a result. We shall refer the Purchaser to known rights. The Purchaser shall indemnify us against claims of third parties and shall provide compensation for any damages. If a third party prohibits manufacture or delivery by referring to a property right, we are entitled to cease work without reviewing the legal situation.
(2) Drawings and patterns provided to us that do not ultimately form part of an order can be returned on request. Otherwise, we are entitled to destroy them 3 months after the order has been delivered.
(3) We are entitled to copyrights and any industrial property rights for models, models and devices, blueprints and drawings designed by us or third parties.

§ Section 12 Limitation

(1) Our claims for payment expire by limitation in 5 years, contrary to Section 195 of the German Civil Code (Bundesgesetzbuch, BGB). The limitation period shall apply under Section 199 of the German Civil Code (Bundesgesetzbuch, BGB).

§ Section 13 Place of fulfilment, choice of law and jurisdiction

(1) Unless otherwise specified by the contract, the place of fulfilment and payment is our place of business. The legal regulations on the places of jurisdiction shall remain unaffected provided that there is no special regulation in Paragraph 3 that states otherwise.
(2) German law shall apply exclusively for each contract. The UN Convention on Contracts for the International Sale of Goods is excluded.
(3) The exclusive place of jurisdiction for contracts with traders, legal entities under public law and special funds under public law is the court responsible for our place of business.

German law shall apply exclusively. The application of the Uniform Law of 17 July 1973 on the International Sale of Goods (BGB I.I. p. 856) and on the Formation of Contracts for the International Sale of Goods (BGB I.I. p. 868) is excluded.

Status: 09/2016