General Terms and Conditions of Delivery and Payment for Foundry Products
( Version October 24th, 2013 )

Goods and services will be supplied by us only in conformance with the terms and conditions named in the following. Other terms and conditions specified by Customer shall not apply even though we may have been notified of them, and delivery may be made without reservation. Our Terms and Conditions shall not apply to consumers within the meaning of Art. 13 BGB (German Civil Code). They shall similarly apply to any future day-to-day business transacted with Customer. Any and all agreements regarding the implementation of a contract made between us and Customer shall be laid down in the contract in question. Contract modifications and amendments shall be laid down in writing.

1 Contract Conclusion and Scope

a) Offers made by us will not be binding unless specified differently in an order confirmation or in an express written declaration made by us. A contract may be regarded as established only after we have issued a written confirmation or begun executing it.

b) Unless expressly designated as binding, any information quoted in prospectuses, catalogues and product descriptions including photographs, drawings, weights, and measures, chemical analysis, mechanical properties, microstructure and hardness will be approximations in conformance with common practice in the industry.

c) We reserve all proprietary rights in photographs, prospectuses, cost estimates, and other documents. Documentation may not be disclosed to third persons. This holds particularly true for written documents expressly marked as "Confidential", which may not be disclosed to third persons without our express written consent.


2 Prices; Terms of Payment

a) Unless otherwise stated our prices will be quoted ex works, plus packaging,

freight, postage, insurance, and VAT at the current rate.

b) If, after conclusion of contact, the order-related costs change significantly, the

contract parties shall agree upon a price adjustment.

c) In the absence of agreements to the contrary, our invoices shall be paid promptly

and in full.

d) Customer shall be entitled to withhold or offset payments against any claims which

Customer may have, only to the extent justified by undisputed or legally enforceable


e) If any of the articles delivered by us should prove defective, Customer shall

nevertheless be obligated to pay for any articles that are indisputably free from

defects, unless the resultant incomplete consignment should be of no interest.

f) If expressly agreed in writing beforehand, we will accept discountable taxed bills in

lieu of payment. Bills and cheques will be credited to Customer, subject to collection,

minus any expenditure, on the day on which the remittance becomes available to us.

g) Should we be obligated to make advance deliveries, and should we become aware

after a contract has been concluded that payment of our claims is endangered by

lack of funds on the part of Customer, we will, in addition to asserting our lawful

claims based on our right to retain ownership in the products delivered laid down in

Art. 9, prohibit Customer from selling or processing the goods delivered, demand that

either the goods themselves or indirect possession of them be returned to us at the

expense of Customer, and cancel any direct debit transfer provided that the conditions

named in Art. 9 Par. h) apply. In such cases, Customer hereby providentially

grants permission for us to enter its premises and retrieve the goods delivered by us.

Repossession of goods will be equivalent to the cancellation of the relevant contract

only if so stated by us.

h) After due written notice, we will be entitled to suspend the execution of a contract

in the event of payment delays until payment has been received. After setting a

reasonable time limit for compliance, we will be entitled to withdraw from the contract

in such an instance.


3 Delivery Terms

a) Starting from the date of our order confirmation, the term of delivery will begin only

after all issues relating to the execution of the contract have been clarified and any

other conditions to be met by Customer have been complied with; mutatis mutandis

the same holds true for delivery deadlines. Deliveries in advance of set deadlines and

partial deliveries shall be admissible unless this is not acceptable to Customer. The

date of delivery shall be the day on which a consignment is reported ready for

shipment or, alternatively, the day on which it is shipped. In the absence of agreements

and contractual specifications to the contrary, any delivery schedules quoted

by us shall not be binding.

b) Without prejudice to our rights relating to any delay in performance on the part of

Customer, the dates and terms named in agreed delivery schedules shall be deferred

and/or extended for as long as Customer fails to fulfil its obligations. In the event of

Customer failing to accept delivery or culpably failing to fulfil any obligation to cooperate,

we shall be entitled to claim compensation for any resultant loss including

unscheduled expenditures. In such instances, liability for any risk of accidental

destruction or damage of the consignment in question shall pass to Customer from

the point in time at which Customer fails to accept delivery.

c) In the event of any default on our part, Customer may grant a reasonable respite,

expressly stating at the same time that acceptance of the goods or services to be

delivered will be rejected after the expiry of said term, after which Customer shall be

entitled to withdraw from the contract.

d) At our request, Customer shall be obligated to state within a reasonable term

whether it is intended to withdraw from the contract because of the delay in delivery

and/or to claim damages in lieu of performance, or, alternatively, to insist on delivery.


4 Serial Deliveries, Long-term and Call-off Contracts

a) Untermed contracts may be terminated at six months' notice to take effect at the

end of the month.

b) Our prices will be fixed based on agreed order volumes. In the absence of binding

agreements on order volumes, they will be based on agreed target volumes. In the

event of agreed volumes being exceeded or reduced more than 20 percent at Customer's

orders and with our consent, the contract parties agree already now that

prices will be adapted within reasonable limits, provided that this intention is declared

in writing not later than 2 months after agreeing the new volumes or receiving

knowledge of these. The price increase or decrease will be determined based on our

costing data or other appropriate evidence.

c) In case of call orders under a delivery contract and the absence of other agreements

Customer shall submit the quantities involved no later than 3 months before

the date of delivery. Any additional expenses caused by delays in order placement or

by subsequent changes by Customer in the timing or quantity specified in the call-up

shall be borne by Customer.

d) In serial-delivery contracts, increasing or decreasing deliveries by as much as 10%

above or below the volume originally ordered shall be admissible in view of the

special features of the casting process.

e) Overall prices will change to reflect total quantities.


5 Force Majeure; Other Obstacles

a) In the event of force majeure, industrial disputes, lockouts, or official interventions,

we shall be entitled to defer delivery while such obstructions persist as well as for a

reasonable start-up time afterward; alternatively, we may withdraw from the relevant

contract in whole or in part because of such partial default.

b) Similar to force majeure, unforeseen circumstances such as, for instance, production

disruptions, rejects, and rework may make it impossible for us to deliver on time

despite all reasonable efforts; any such occurrence will be documented by us.


6 Inspection; Acceptance

a) In the event of an acceptance test having been agreed upon, the scope and

conditions of such a test shall be defined by the time a contract is concluded.

b) In the absence of such an agreement, the acceptance test will be conducted within

the scope and under the conditions commonly applied by us. The same applies to

initial sample inspections.


7 Dimensions, Weights, Volumes

a) Dimension, weight, and volume nonconformance shall be admissible within the

limits set by customary tolerances, relevant DIN regulations, and the technical

parameters of the casting process. Any specifications of weights and dimensions

made in our quotations and order confirmations do not constitute quality guarantees.

b) Invoices will be made out based on weights and quantities established by us.


8 Shipment and Passage of Risk

a) The Incoterms 2010 are applicable.

b) In the absence of written agreements to the contrary, all deliveries will be made

'FCA' (Incoterms 2010), even if we have undertaken to bear the cost of transport.

c) Consignments reported ready for shipment shall be accepted immediately; should

this not be the case, we may at our discretion either ship such consignments immediately

or put them into storage at Customer's expense and risk, at normal haulage

industry rates. The last-named option will be open to us even if it should prove

impossible to ship a consignment in conformance with our obligations through no

fault of our own. Consignments shall be deemed to have been delivered one week

after they have been stored in a warehouse.

d) In the absence of specific instructions, transport media and transport routes will be

chosen by us at our discretion.


9 Reservation of Ownership

a) All goods delivered will remain our property (conditional goods) until all claims

resulting from the business relationship in question have been settled, including

especially any claims outstanding from previous transactions. The above also applies

to payments made to settle specifically designated claims.

In the event of Customer's payments being delayed, we may demand the return of

any goods delivered at Customer's expense. The above shall not apply, however, in

the event of insolvency proceedings having been filed or opened against Customer,

in which instance we would not be entitled to the immediate return of our goods.

b) Any repossession of goods and/or assertion of our right of ownership do not imply

our withdrawal from the contract in question, unless such withdrawal is explicitly

declared by us.

c) Customer will process any goods supplied in our name only. In the event of

conditional goods being integrated in a product together with other goods, we thereby

acquire a share in the products thus generated in proportion to the invoice value of

our goods relative to the invoice value of the other objects included in the product at

the time of manufacture.

d) In the event of our right of ownership expiring because the goods delivered have

been amalgamated or blended with others, Customer hereby agrees providentially to

transfer to us his right of ownership in the newly-generated article in proportion to the

invoice value of our conditional goods, and to keep said articles safe for us without

charge. The articles in which we thus may acquire rights of co-ownership shall be

regarded as conditional goods within the meaning of Par. a).

e) Customer may sell conditional goods only in the normal course of business,

provided that customer is not in default with any payments, and provided that titles in

any claims resulting from such resale is transferred to us in conformance with Par. f)

and g). Customer shall not be entitled to dispose of conditional goods in any other


f) Customer providentially agrees to assign any claims from such resale of conditional

goods to us.

Such claims may be used as collateral to the same extent as conditional goods.

g) In the event of conditional goods being sold by Customer together with other

goods not supplied by us, any claims from such resale shall be assigned to us only in

the amount of the invoice value of the conditional goods actually sold. Should goods

be sold in which we retain a share in conformance with Par. b), claims shall be

assigned in proportion to the value of said share.

h) Customer shall be entitled to collect any amounts outstanding from sales under

Par. e) and f) unless and until we raise an objection. In the cases enumerated in Art.

2, we shall be entitled to object to such collection if any payments due from Customer

are delayed, insolvency proceedings have been instituted against Customer, or

Customer has suspended payment. In these cases, Customer shall without further

delay inform us about any assigned claims and their debtors, including all details

necessary for collection, hand over all relevant documents, and inform debtors about

the assignment of the amounts due from them.

Customer shall not be entitled to dispose of such claims in any other way.

i) If the value of the collateral should exceed the total value of the relevant claims by

more than 20%, we shall be obligated to release certain portions of the collateral at

our discretion. Customer shall report immediately any case of collateral being impounded

or otherwise distrained by third persons.


10 Liability for Defects

a) We hereby warrant that any components supplied by us will be free from defects

as defined in any engineering specifications included in the contract by reference. It

will be Customer's responsibility to ensure that products are properly designed, that

relevant safety regulations are observed, that relevant materials and test procedures

are properly selected, and that engineering specifications and the engineering

documents and drawings handed over to us and the execution of any manufacturing

equipment provided are free from errors and omissions, particularly with regard to

their intended use. Customer's responsibility for constrction shall not be limited even

in event of any modifications proposed by us, e.g. for cost reduction, being accepted

after technical inspection and implemented with Customer's approval. Furthermore,

Customer hereby warrants that no proprietary or other rights held by third persons

will be infringed by Customer's information. Product conformability with contractual

requirements shall be definitely established at the time of risk passage.

b) We will not be liable for inconsiderable nonconformance with agreed workmanship

requirements, inconsiderable impairment of a product's fitness for use, or any defects

arising through unsuitable or inexpert treatment, faulty assembly and/or commissioning,

or the effect of natural wear and tear. In the event of products being inexpertly

manipulated or repaired either by Customer or by third persons, we will not be liable

for any of the defects named above nor for their resultant consequences.

c) Customer shall give written notice of any obvious defects immediately after goods

have been received at their destination, while hidden defects shall be reported

immediately after their discovery.

d) Any agreement on acceptance or initial sample inspections as per Art. 6 automatically

preclude subsequent complaints about defects that might have been detected in

such inspections.

e) We must be given an opportunity to verify any defects reported by Customer. In

urgent cases of endangering operational safety of the product or Customer is threatened

by extensive harm, any defects claimed shall be verified by us without delay.

Any defective goods shall be returned to us immediately on request. Should Customer

fail to comply with these obligations, or should any goods previously reported as

defective be modified by Customer without our agreement, Customer's right to claim

damages for defects shall be forfeited.

f) Having verified a defect reported on time, we may, at our discretion, either repair

the products in question or supply replacements that are free from defects.

g) Should we fail to comply with our warranty obligations either entirely or within a

reasonable time, or should our repair efforts remain unsuccessful for the time being,

Customer may as a last resort set a term of grace for us to comply with our obligations.

Setting a term of grace may be omitted if it should prove unacceptable to

Customer. After the term has expired without avail, Customer may, at his discretion,

opt to demand a price reduction, to withdraw from the contract, to have the products

repaired in-house, or to commission a third party to effect the necessary repairs at

our own cost and risk. Once repairs have been effected successfully either by

Customer or a third party, Customer shall not be entitled to any further claims once

relevant expenditures have been reimbursed by us.

h) Any claims by Customer regarding the reimbursement of expenditures arising in

conjunction with the repair of defects because the products in question have to be

transported to another location shall be inadmissible inasmuch as the expenditure

total will be increased thereby, unless said transport is conformable with the contractual

use of the product.

i) Customer's claims for indemnification against us shall be admissible only inasmuch

as no agreement extending the legal scope of indemnification has been made

between Customer and the original equipment manufacturer.

j) As provided in Art. 13, no further liability will be accepted.

k) Customer shall be responsible for demonstrating the presence of a defect.


11 Order-related Manufacturing Equipment; Cast-in Parts

a) Order-related manufacturing equipment, including without limitation patterns,

templates, core boxes, moulds, casting tools, rigs, and gauges provided by Customer

shall be shipped to us free of charge. We will inspect any manufacturing equipment

supplied by Customer for compliance with contractual specifications, drawings or

patterns only if this has been expressly agreed. Manufacturing equipment provided

by Customer may be modified by us if this appears necessary for technical reasons,

and if no product modification is entailed.

b) Customer shall bear the expense of modifying, servicing, and replacing such

manufacturing equipment.

c) Manufacturing equipment provided by Customer will be treated and kept by us with

the same care we apply to our own equipment. We will not be liable, however, for

accidental destruction or deterioration of such equipment. We are not obligated to

cover this equipment by an insurance policy. Any manufacturing equipment provided

by Customer that is no longer required by us we may either return to Customer at

Customer's expense and risk or, if Customer fails to respond to our request to

retrieve such equipment within a reasonable term, retain such equipment for a

reasonable period of time at Customer's expense and destroy it after due written


d) Order-related manufacturing equipment made or procured by us at Customer's

request will remain our property even after the cost has been invoiced pro rata. Such

equipment will be retained by us for a period of 3 years after the last casting has

been made.

If it has been agreed that, departing from Par. 1, said equipment should become the

property of Customer, the latter will assume ownership of said equipment as soon as

the agreed price and/or share in the first cost has been paid. In this case, our obligation

to keep said equipment safe will stand in lieu of a formal transfer. Customer may

terminate this safekeeping agreement no earlier than two years after the transfer of

ownership, in the absence of good and sufficient reasons to the contrary. Art. 11 Par.

c) shall be valid correspondingly.

e) Customer may make claims relating to copyright or proprietary rights only if we

have been previously notified by Customer of the existence of such rights, and if such

rights have been expressly reserved by Customer.

f) In the event of rejects appearing in the output of a piece of manufacturing equipment

that can only be used once, Customer shall either provide a replacement or

assume the cost of its procurement.

g) Parts to be cast in by us in a mould shall be dimensionally accurate and free from

defects when supplied by Customer. Parts that can no longer be used because of

production rejects shall be replaced by Customer free of charge.


12 Confidentiality

a) Both parties agree to use any and all documents (including without limitation

patterns, samples, and data) and knowhow resulting from their business relationship

only and exclusively in pursuit of the common purpose. Whenever a party designates

any information as confidential or shows an apparent interest in keeping such information

secret, the other party shall be obligated to exercise the same caution as it

would exercise in keeping its own documents and knowhow confidential.

b) The above obligation shall enter into force on the date on which said documentation

or knowhow is first disclosed, terminating 36 months after the end of the business



13 Limitation of Liability

a) Without prejudice to any provisions to the contrary laid down in the following, we

hereby disclaim liability for any claims Customer may make against us for whatever

legal reason, particularly claims relating to the non-performance of obligations and to

unlawful acts.

b) The above limitation shall not apply whenever liability is mandatory, e.g. in cases

falling under the Product Liability Act, in cases of wilful or gross negligence on the

part of our statutory representatives or executives, or in cases of culpable nonperformance

of major contractual obligations. Major contractual obligations are such

obligations whose fulfilment only enables the reasonable execution of the contract

and on whose observance the contractual parties regularly may trust. Except in

cases of wilful or gross negligence on the part of our statutory representatives and

executives, we shall be liable for culpable non-performance of major contractual

obligations only inasmuch as the resultant damage is typical of the contract in question

and foreseeable within reason. This limitation of liability is not applicable to any

life, body, or health injuries or to quality defects whenever the relevant guarantee

aims to protect Customer from damage to some object other than the goods delivered.

c) Any liability exemptions and limitations shall equally apply to personal claims

against our employees, associates, statutory representatives, and agents.

d) Any claims for compensation for damages and defects to which Customer may be

entitled will expire one year after the resultant products have been delivered to the

buyer. This provision does not apply in cases where the law prescribes longer terms

such as Art. 438 Sub-paragraph 1.2 BGB (German Civil Code) (buildings and

objects commonly used in buildings) and Arts. 478, 479 Par. 1 BGB (German Civil

Code) (indemnification claims); in cases involving injury to life, body, or health; in

cases of wilful or gross negligence on the part of the supplier; and in cases of malicious

silence with regard to a defect. Any legal regulations covering the suspension

and recommencement of terms shall remain unaffected by the above. Claims for

damages under the Product Liability Act shall be covered by the statute of limitations.

The same holds true for cases of wilful and gross negligence.


14 Place of Fulfilment and Jurisdiction

a) The place of jurisdiction for contracts concluded with an independent business

shall be Siegen/Germany. As an alternative, we may institute proceedings against

Customer at the court of its business location.

b) Unless shown differently in an order confirmation, the place of fulfilment for our

part of the contract shall be the location of our production facilities. The place of

fulfilment for any payments due shall be Siegen/Germany.


15 Governing Law

All contractual relations between the parties to this contract shall be interpreted solely

under the laws of the Federal Republic of Germany, any application of the UN

Convention on Contracts for the International Sale of Goods (UNCITRAL/CISG)

being expressly excluded.


16 Enforceability

In the event of one or more of the provisions of these Terms and Conditions of

Payment and Delivery being or becoming unenforceable or void in whole or in part,

both parties hereby undertake to agree on a provision which comes as close as

possible to the meaning and purpose of the provision that has become unenforceable

or void.


17 Partnership

Any amount paid in compensation, particularly in damages, should be determined

bona fide in consideration of the economic situation of both parties, the nature,

scope, and duration of the business relationship, and the value of the goods involved.

Terms and Conditions of Purchase
of Gontermann-Peipers

Version of January 1st, 2020


Applicable in business transactions with business enterprises, legal entities under public law and special funds under public law.


1. General Provisions

1.1 Our terms and conditions of purchase shall apply exclusively; we do not acknowledge Supplier’s general terms of business that are contrary to or deviate from our terms of purchase unless we have expressly consented to applicability of said terms in writing. Our terms of purchase shall apply even if we accept or pay for deliveries of Supplier’s products and services (hereinafter referred to as: subject matter of contract) in the knowledge of Supplier's terms that are contrary to or deviate from our terms and conditions of purchase.

1.2 Our terms and conditions of purchase shall also apply for all future transactions with the Supplier. We would like to point out that an energy-related performance or energy efficiency class (if available) is also used as a selection criterion for goods of any kind.


2. Conclusion and Modification of Contract

2.1 Purchase orders, contracts, and delivery call-offs as well as changes in and additions to the same shall be valid only if concluded in writing. Purchase orders and delivery call-offs can also take place through data communications or by telefax.

2.2 Oral agreements concluded prior to or at the time of conclusion of contract are effective only if confirmed by the Purchasing Department in writing.

This shall not affect Clause 2.1, sub-clause 2.

2.3 Oral agreements after conclusion of contract, especially subsequent changes and additions to our terms and conditions of purchase - including this clause requiring written form - as well as side agreements of any kind, are likewise valid only if confirmed by the Purchasing Department in writing.

2.4 Cost estimates are non-binding and shall not be reimbursed unless an express written agreement was made to the contrary.

2.5 If the supplier does not acknowledge the purchase order within two weeks after receipt, then we shall be entitled to cancellation. Delivery call-offs shall become binding if the Supplier does not contradict them within five working days after receipt,


3. Delivery

3.1 Deviations from our contracts and purchase orders are permissible only after our prior written consent.

3.2 Contracted dates and time limits are binding. What is decisive for compliance with the delivery date or the delivery period is the receipt of the goods at Gontermann-Peipers GmbH. If delivery has not been contracted “free domicile” (DDU or DDP in accordance with Incoterms 2010), then the Supplier shall make the goods available in due time, taking into account the time agreed on with the forwarding agent for loading and shipment.

3.3 If the Supplier has undertaken the installation or erecting and there is no other agreement, then the Supplier, subject to deviant arrangements, shall bear all necessary ancillary expenses, for example, travel expenses, provision of the tools and travel allowances.

3.4 If contracted deadlines are not complied with, then the statutory provisions shall apply. If the Supplier foresees difficulties with regard to manufacturing, supply of input materials, compliance with the delivery deadline or similar circumstances that could prevent the Supplier from delivering on time or in the contracted quality, then the Supplier shall immediately notify the department of our company that placed the purchase order.

3.5 Acceptance of the delayed delivery or service shall not constitute a waiver of the claims for compensation to which we are entitled due to the delayed delivery or performance; this shall apply until complete disbursement of the payment that we owe for the delivery or service in question.

3.6 As a rule, partial deliveries are impermissible unless we have expressly requested them or they are reasonable for us.

3.7 Subject to other proof, the values we determine during inspection of incoming goods shall be authoritative for quantities, weights and dimensions.

3.8 In the software that is part of the scope of delivery including associated documentation, we shall have, besides rights of use in the scope permitted by law (Art. 69a ff. German Copyright Act,) rights of use with the contracted features and in the scope necessary for the use of the product in accordance with the contract. We may make backup copies even without an express agreement.


4. Force Majeure

Force majeure, labour disputes, disruptions of operations that are not our fault, official measures and other events beyond our control shall entitle us - without prejudice to any other rights we have – to postpone fulfilment of the obligation to accept delivery for the duration of the disruption or cancel the Agreement in whole or in part, provided they are not of insignificant duration and result in a substantial reduction of our demand.


5. Delivery Note and Invoice

Shipment shall take place according to our statements in our purchase orders and delivery call-offs and we shall be notified of shipment in duplicate on the day of shipment, stating the order number and date of order.

The goods must be packed in the manner common in the trade. Packing materials shall only be returned upon express request and in the condition in which they find themselves after removal of the goods; the Supplier shall be responsible for the cost of return delivery. Upon our request, the Supplier shall be obligated to take back packing materials at Supplier's expense.

Invoices shall be sent to our address in duplicate; they may not be enclosed with the shipments.


6. Pricing and Transfer of Risk

The contracted prices are fixed prices and rule out subsequent claims of any kind. Saving special provisions to the contrary, prices are stated free domicile duty paid (DDP in accordance with Incoterms 2010) including packing. Value-added tax is not included. Supplier shall bear the risk of accidental loss, destruction, or deterioration until acceptance of the goods by us or our authorized representative at the place where the goods are to be delivered in accordance with the contract.


7. Terms of Payment

Saving a separate agreement to the contrary, the invoice shall be paid either within 14 days less 3% cash discount or within 30 days net cash without deduction from the date when the payment claim becomes due and receipt of both the invoice and the goods or rendering of the service. Payment shall be remitted subject to auditing of the invoice.


8. Claims for Defects and Recourse

8.1 Acceptance shall take place subject to inspection for freedom from defects, especially also for correctness, completeness and suitability. We shall be entitled to inspect the subject matter of the contract if and as soon as this is feasible within the ordinary course of business; we shall complain about defects that we discover without delay upon discovery. To this extent, the Supplier waives the objection of late notice of defects.

8.2 Saving other provisions in the following, the statutory provisions regarding material and legal defects shall apply.

8.3 As a rule, we shall have the right to choose the manner of subsequent fulfilment. The Supplier shall have the right to refuse the manner of subsequent fulfilment chosen by us under the preconditions of Art. 439 Para. 2 BGB (German Civil Code).

8.4 If the Supplier does not start eliminating the defect immediately after our demand to eliminate the defect, then in urgent cases, especially in order to protect against acute danger or avoid major damages, we shall have the right to eliminate defects ourselves or have them eliminated by third parties at the Supplier’s expense. The period of limitation for material defects shall be two (2) years unless the object was used for an edifice in accordance with its usual use and caused said edifice to be defective. The period of limitation for material defects shall begin upon delivery of the subject matter of contract (transfer of risk).

8.5 In the event of legal defects, Supplier indemnifies and holds us harmless from any third-party claims that may exist. The period of limitation with regard to legal defects shall be 10 years.

8.6 For parts of the delivery that have been overhauled or repaired within the period of limitation for our claims for defects, the period of limitation shall start over again from the point in time when the Supplier has completely satisfied our claims for subsequent fulfilment.

8.7 If we incur costs as a result of the defective delivery of the subject matter of contract, in particular transport costs, infrastructure costs, labour costs, material costs or costs for inspection of incoming goods above and beyond the usual scope, then said costs shall be borne by the Supplier.

8.8 If, as a result of the defectiveness of the subject of contract delivered by the Supplier, we take back products manufactured and/or sold by us or if the purchase price was reduced in relationship to us because of this or if claims were asserted again us in any other manner for this reason, then we reserve the right to recourse against the Supplier, whereby any otherwise necessary setting of a time limit shall not be necessary for our rights with regard to defects.

8.9 We shall be entitled to demand compensation from the Supplier for the expenditures that we had to make in relationship to our Customer because said Customer asserted a claim against us for compensation for expenditures that were necessary for the purpose of subsequent fulfilment, in particular transport costs, infrastructure costs, labour costs and material costs.

8.10 Notwithstanding the provisions of Clause 8.4, in the cases in Clauses 8.8 and 8.9, claims shall lapse at the earliest two (2) months after the point in time when we have satisfied the claims asserted against us by our Customer, at the latest, however, five (5) years after delivery by the Supplier.

8.11 If a defect in quality appears within six (6) months after the transfer of risk, then it shall be supposed that the item was already defective at the time of transfer of risk unless this supposition is incompatible with the type of object or the type of defect.

8.12 Should come to light that the products and equipments supplied were not manufactured under the promised ecological conditions or that the products and equipments supplied do not possess the promised standard properties of energy efficiency we shall be entitled to return same to the supplier.


9. Product Liability and Recall

In the event that claims are asserted against us on the basis of product liability, the Supplier agrees to indemnify and hold us harmless against claims of this type if and to the extent that the damage was caused by a flaw in the subject matter of contract delivered by the supplier. In cases of culpability-based liability, however, this applies only if the Supplier is at fault. If the cause of the damage falls within the Supplier's sphere of responsibility, then to this extent the burden of proof shall be incumbent on the Supplier.

In such cases, the Supplier shall take responsibility for all costs and expenditures, including the cost of any legal prosecution or recall campaign. For the rest, the statutory provisions shall apply. Upon request, the Supplier shall present us with proof of the existence of a product liability insurance policy that in particular covers the risk of a recall with a sufficient amount insured.


10. Execution of Work

Persons who carry out work on the factory premises in fulfilment of the Agreement shall obey the provisions of the respective factory regulations. Liability for accidents to which said persons fall victim on the factory premises is hereby ruled out unless these were caused by malicious or grossly negligent breech of duty on the part of our legal representatives or persons employed in fulfilling our obligations.


11. Provision

Materials, parts, containers, and special packaging provided by us shall remain our property. They may only be used according to the terms of the Agreement. The processing of materials and assembly of parts take place for us. The parties agree that we acquire a coownership share in the products manufactured using our materials and parts in the ratio of the value of the things provided to the value of the overall product. To this extent, materials and parts provided are kept in safekeeping for us by the Supplier. If an object provided by us is destroyed or becomes unusable as a result of incorrect treatment or processing, then the Supplier shall compensate us for the damages incurred through this. Proof of sufficient insurance coverage shall be provided to us upon request.


12. Documents and Secrecy

12.1 All business or technical information made available by us (including features that can be inferred from any objects, documents or software handed over and other knowledge or experience) shall, unless and to the extent that it is not demonstrably public knowledge, be kept secret in relationship to third parties and may only be made available to those persons at the Supplier’s own company who must use said information for the purpose of the delivery to us and who are likewise obligated to maintain secrecy; they remain solely our property.

Except for deliveries to us, said information may not be duplicated or commercially utilized without our prior written permission. Upon our request, all information originating from us (including any copies or records made) and any objects on loan to the Supplier from us shall be returned to us immediately and completely or destroyed.

We reserve all rights to said information (including copyright and the right to register intellectual property rights such as patents, utility models, semiconductor protection, etc.). To the extent that said information was made available to us by third parties, this reservation of rights shall also apply in favour of said third parties.

12.2 Products produced according to plans drawn up by us, such as drawings, models, and the like, or according to our confidential specifications or with our tools or reverse engineered tools may not used by the Supplier itself nor offered or delivered to third parties. This shall also apply analogously for our printing orders.


13. Place of Fulfilment

Place of fulfilment shall be the place to which the goods are to be delivered in accordance with the order.


14. General Provisions

14.1 If one of the provisions of these Terms and the additional agreements reached should be or become invalid, then this shall not affect the remaining valid provisions herein. The contractual partners are obligated to replace the invalid provision with that valid provision that most closely approximates the economic effect of the invalid provision.

14.2 Place of jurisdiction for all legal disputes arising directly or indirectly from contractual relationships that are based on these terms of purchase shall be Siegen. Furthermore, we shall be entitled to institute proceedings against the Supplier at our discretion before the court having jurisdiction over Supplier's headquarters or branch or before the court having jurisdiction over the place of fulfilment.

14.3 Contractual relations shall be governed solely by German law excluding conflict of laws and the United Nations Convention on Contracts Regarding International Sales of Goods (CISG).