The following conditions apply to our purchases to the exclusion of all others.
They are applicable in business transactions with companies, legal persons under public law and public-law special assets.
1. General information
Our general terms and conditions of business apply to the exclusion of all others. Any conflicting terms and conditions of business or terms and conditions of business of the supplier which deviate from our terms and conditions of business are only recognised by us if we have expressly agreed to them in writing. The acceptance of goods or services from the supplier (referred to in the following as the object of the contract) or payment for such does not signify agreement.
2. Conclusion of the contract and changes to the contract
2.1. Orders, acceptance, call-offs, delivery contracts and other legal transactions to be concluded between us and the supplier, as well as changes and addenda thereto, must be made in text form.
2.2. Requests made by us to the supplier are solely invitations for the supplier to submit an offer.
2.3. Cost estimates are binding and not to be reimbursed unless expressly otherwise agreed upon.
2.4. The supplier must confirm our order in writing without delay, i.e. no later than within 3 days following receipt. Otherwise, we are authorised to cancel our order.
2.5. We may request changes to the object of the contract in design and execution within limits reasonable to the supplier. The effects, in particular those regarding additional & reduced costs and delivery dates, are to be regulated appropriately and consensually here. Changes made by the supplier require prior written approval by us in order to take effect.
2.6. The supplier is obligated to personally check drawings, calculations, specifications and other parameters from us for errors and contradictions as part of their general and special expertise and, if applicable, to immediately report and clarify any concerns to us in writing.
2.7. The supplier bears procurement risk for the goods.
3. Delivery dates, transfer of risk and transport
3.1. The delivery dates and deadlines specified in the order or call-off are binding.
3.2. Unless agreed upon otherwise, delivery is to be made to us or the delivery location specified by us DDP (Incoterms 2010).
3.3. Receipt of the object of the contract and dispatch papers by us or the place of receipt designated by us is decisive for compliance with the delivery date or delivery deadline.
3.4. Should agreed-upon deadlines not be met, the statutory provisions apply. Should the supplier experience difficulties with regard to production, obtaining primary materials, compliance with the delivery date or similar circumstances which prevent them delivering on time or delivering the agreed-upon quality, the supplier must notify us of this immediately.
3.5. The unconditional acceptance of a late delivery or service does not constitute waiving of compensation claims to which we are entitled as a result of the late delivery or service. This applies up to the point of full payment of money due from us for the delivery or service in question.
3.6. Partial deliveries are generally impermissible unless we have expressly agreed to them or they can be justified to our satisfaction.
3.7. Should the supplier have accepted the task of set-up or assembly and no agreement has otherwise been made, the supplier will bear all required auxiliary costs, such as travel costs and provision of tools, subject to deviating regulations.
3.8. Both in case of over-delivery and/or under-delivery of ordered quantities, as well as in case of early delivery, we reserve the right to refuse acceptance of the delivery at the expense of the supplier or to value-date the invoice accordingly.
3.9. The supplier must package the goods in a suitable way.
3.10. The supplier ensures that the goods do not contain any substances which fall under the area of application of the substance prohibitions of EU Directive 2011765/EU (RoHS). The supplier further ensures that the substances contained in the goods, as well as their use(s) are either already registered or that there is no duty to register them as per Regulation (EU) No. 1907/2006 (REACH regulation) and that, if required, approval as per the REACH regulation exists. If required, the supplier will also create and provide us with the material safety data sheet as per Appendix II of the REACH regulation. Should goods be delivered which are to be classified as hazardous goods according to international regulations, the supplier must notify us of this no later than upon confirmation of the order.
3.11. The supplier must support us in obtaining customs and other national benefits in an appropriate way and must provide us with verification and documents requested by us for this purpose, in particular certificates of origin.
4. Force majeure
Force majeure, unrest, measures taken by the authorities and other unavoidable events release us and the supplier from the obligation to perform for the duration of the disruption and within the scope of its effect.
5. Prices and conditions of payment
5.1. Prices are fixed in nature. All additional delivery costs (customs, packaging, transport and insurance) are to be itemised separately by the supplier as part of their offer and are to be borne by the supplier, with the exception of the statutory value added tax unless agreed upon otherwise in writing by the supplier. Increases in the price of the object of the contract, including increases in the additional delivery costs, require prior written agreement from us in order to take effect.
5.2. Should no other special agreement have been made, the invoice is to be paid either within 14 days with a 3-percent discount or within 30 days without a discount from maturity of the payable amount and receipt of both the invoice and the goods or provision of service. Payment is made under reserve of invoice verification.
5.3. We are entitled to the full range of set-off and retention rights, as well as objection to non-fulfilment of the contract. We are authorised in particular to withhold due payment should we have claims against the supplier regarding incomplete or deficient services.
6.1. The supplier guarantees that their goods and services exhibit the properties, quality characteristics and acquisition characteristics described in the order and correspond to the specifications, drawings, samples and other descriptions specified by us.
6.2. The supplier must conduct quality assurance corresponding to the state of the art which is suitable for the type and scope concerned.
6.3. Should initial or selection samples be requested, the supplier may not begin serial production until we have given them our express written approval.
6.4. We expect the supplier to continually align the quality of the products to be delivered to us with the state of the art and to inform us of potential improvements and technical changes. Changes to the object of the contract require our prior written approval in any case, however.
6.5. The supplier guarantees and ensures fulfilment of all statutory safety and environmental regulations of the Federal Republic of Germany.
7. Notice of defects
We must report defects in the object of the contract to the supplier within 10 business days as soon as they are identified in the normal course of business. In this respect, the supplier waives objection to late notice of defects. Our defect examination and defect notification obligation is limited to examination of the quantitative specifications on the dispatch note concerned and to the transport damage (visual defects) visually discernible upon delivery. Furthermore, the defect examination and defect notification obligation is waived, and the supplier expressly waives objection to improperly performed damage notification as per Section 277 of German Commercial Code (HGB).
8.1. The supplier must ensure that the objects of the contract are free of defects. They especially warrant that the objects of the contract correspond to the state of the art, the generally recognised technical safety regulations of authorities and trade associations and that they are in harmony with the applicable legislation.
8.2. Unless otherwise agreed upon in the following, the statutory regulations on material and legal defects apply.
8.3. We generally have the right to choose the type of supplementary performance. The supplier can refuse the type of supplementary performance chosen by us it if is only possible at excessive cost.
8.4. Should the supplier not begin remediation of the defect immediately following our request, we reserve the right in urgent cases – in particular for the prevention of acute danger or the prevention of more extensive damage – to carry this out at the cost of the supplier themselves or commission a third party to do so.
8.5. In case of legal defects, the supplier will also release us from any existing claims by third parties unless they are not responsible for the legal defect.
8.6. Damage claims lapse after 3 years except in cases of malice unless the object has been used according to its common application for a building and caused its defectiveness. The limitation period begins with delivery of the object of the contract (transfer of risk).
8.7. In the case of objects of the contract which could not remain in operation during the defect examination and/or remediation of the defect, the current warranty period is extended by the amount of time of the interruption in operation.
8.8. In cases of exchange or in cases in which an improved object of the contract exhibits the same defect or a defect follows defect remediation, the limitation period begins again.
8.9. Should we incur costs as a result of defective supply of the object of the contract – in particular transport, road, labour, installation, removal or material costs or costs for incoming goods inspection exceeding the usual scope – the supplier must bear these costs.
8.10. Other claims by us with regard to contract violation or violation of other obligations remain unaffected.
9. Product liability
9.1. Should we have made a claim based on product liability, the supplier is obligated to release us from such claims of third parties if, and to the extent which, the damage had been caused by a flaw in the object of delivery provided by the supplier. This only applies in case of fault-based liability if the supplier is at fault.
9.2. In the cases stated in Section 9.1, the supplier covers all costs and expenditures, including the costs of possible prosecution.
9.3. The statutory provisions also apply.
9.4. Prior to a recall action which is fully or partially the result of a defect in the object of the contract provided by the supplier, we will notify the supplier, give them the opportunity to cooperate and discuss efficient performance with them unless the notification or participation of the supplier is not possible due to special urgency. Should a recall action have taken place as a result of a defect of the object of the contract provided by the supplier, the supplier will bear the costs of the recall action.
9.5. The supplier is obligated to obtain operating and product liability insurance to cover the risks arising in conjunction with the delivery of objects of the contract. This insurance also includes recall measures with a global scope of coverage and a contribution margin of at least EUR 5,000,000 per damage event, and the supplier must maintain this insurance coverage for the duration of the supply relationship plus 5 years following its termination. Upon request, the supplier will provide us with a corresponding insurance certificate.
10. Performance of work
Persons of the supplier who perform work in fulfilment of the contract on our factory premises or the premises of third parties named by us must comply with the provisions of the respective work regulations of ours or of the third party named by us. Liability for accidents befalling these persons on factory premises is excluded if not caused by intentional or grossly negligent violation of duty on the part of our legal representatives or vicarious agents.
11. Provision/Reservation of ownership
Substances, parts, containers and special packaging provided by us remain our property. They may only be used as intended. Substances are processed and parts assembled for us. It is understood that we are co-owner of the objects of the contract manufactured using the substances and parts provided by us which to this extent are being held for us by the supplier to the value of the total product in proportion to the value of the provided materials.
12.1. The contractual partners are obligated to handle all non-public commercial and technical details which become known to them through the business relationship as business secrets.
12.2. Drawings, models, templates, samples and similar objects may not be given to or otherwise made accessible to unauthorised third parties, are only for the purpose of the respective contract between the supplier and us and are not used for other purposes of the supplier. The reproduction of such objects is only permissible within the scope of the operational requirements and copyright regulations.
12.3. Sub-suppliers are to be obligated accordingly.
12.4. The contractual partners may only advertise their business relationship with prior written consent.
13.1. The supplier is obligated to comply with the respective statutory regulations on interacting with employees, environmental protection and occupational safety and to work on reducing disadvantageous effects on people and the environment whilst carrying out their activities. For this purpose, the supplier is to establish and further develop a management system as per ISO 9001 and to strive toward a management system as per ISO 14001 where possible. Furthermore, the supplier will comply with the principles of the Global Compact Initiative of the UN. These principles primarily concern the protection of international human rights, the right to collective bargaining, the abolition of forced labour and child labour, the elimination of discrimination in hiring and employment, responsibility for the environment and the prevention of corruption.
13.2. Should the supplier act unlawfully on multiple occasions and/or despite being notified accordingly and not verify that the legal violation has been remedied to the greatest degree possible and that appropriate preventive measures have been taken to avoid future legal violations, we reserve the right to withdraw from existing contracts or to terminate them with immediate effect.
14. Transfer and use of means for performance
Devices, models, tools, samples, drawings and other documents produced by the supplier according to our specifications become our property following payment. From that point in time, the supplier is borrowing the objects from us. Equipment may only be used to process the offer or produce the ordered objects of the contract or service. Without prior written consent from us, they may be neither made accessible to third parties nor used for supplying third parties. They are to be carefully stored by the supplier free of charge and, upon request by us at any time, returned to us without the supplier being able to rely on a right to retention unless the supplier has a contractually granted right to possession.
15. Property rights
15.1. The supplier warrants that no rights of third parties within the Federal Republic of Germany or the EU are violated in connection with their delivery.
15.2. The supplier’s obligation to exemption concerns all costs which we must pay arising from or in connection with utilisation by a third party.
15.3. The above warranty obligation of the supplier does not apply if the supplier has manufactured the delivered objects based on drawings, models or other equivalent descriptions or specifications and does not know or, in connection with the products developed by them, does not need to know that property rights are violated.
15.4. The limitation for these rights to exemption is 3 years, starting from our knowledge of utilisation by the third party.
16.1. The location of fulfilment for payments is our domicile entered in the trade register.
16.2. The laws of the Federal Republic of Germany, excluding conflict of law and the United Nations Convention on Contracts for the International Sale of Goods (CISG) apply.
16.3. If the supplier is a salesperson, legal person under public law or a public-law special asset, the sole place of jurisdiction for all disputes arising from the contractual relationship is our domicile. We are also authorised to take legal action at the domicile of the supplier.
These terms and conditions of sale apply for companies, legal persons under public law and public-law special assets.
Our deliveries and services are provided solely based on the following terms and conditions.
Our terms and conditions of sale apply to the exclusion of all others. Deviating conditions or unfavourable supplemental conditions of the partner do not become part of the content of the contract even if we do not specifically object to them.
2. Offer and contract conclusion
2.1. Our offers are subject to alteration and non-binding unless we have expressly identified them as binding in writing. Declarations of acceptance and orders from the orderer are not binding until we confirm the orders in writing if they are to be qualified as an offer as per Section 145 of German Civil Code (BGB). We will try to accept the orders of the orderer within 5 business days from receipt of the order if the order involves standard parts. In the case of special parts, we try to accept the orders of the orderer within 10 business days from receipt of the order.
2.2. Documents belonging to our offer as per Section 2.1, such as diagrams, drawings etc., as well as the dimensional and weight specifications derived from them, are only approximate if we have not expressly identified them as binding in writing. The same applies for usage specifications. We retain the right to customary tolerances within limits reasonable for the orderer.
2.3. We retain the right of ownership and copyrights to all documents given to the orderer in connection with order issuance, such as calculations, drawings etc. These documents may not be made accessible to third parties unless we grant our written permission in this regard. Should we not accept the offer of the orderer within the period of time specified in Section 2.1, these documents are to be returned to us immediately.
2.4. The supplier is solely responsible for compliance with statutory and regulatory provisions when using our deliveries.
3. Long-term contracts, call-off contracts and price adjustment
3.1. Unlimited-term contracts may be terminated with a notice period of 6 months.
3.2. Should the cost of labour, materials or other expenses change significantly in the case of long-term contracts, call-off contracts, contracts with a term of more than 12 months or unlimited-term contracts, each contractual party will be authorised to request a reasonable adjustment to the price under consideration of these factors.
3.3.1 Should the outline-agreement amount not be accepted before expiry of the call-off contract, chargeback will occur based on the price scale, plus (if applicable) raw material costs in the case of special materials and special costs of production.
Should non-acceptance of individual sequences occur within the call-off contract, multiples of the maximum call-off amount cannot be called off the next time call-off occurs. One maximum call-off amount will simply be produced and be available for call-off.
The call-off contract has a general term of 1 year. The agreed-upon term for the call-off obligation can be extended by a maximum of one grace period of 6 months. Following this, a new call-off contract must be concluded, as the supplier can no longer fix prices.
3.3.2 In the case of call-off supply contracts, we are to be notified of binding call-off amounts and call-off sequences unless agreed upon otherwise. Changes are to be arranged with our sales department and cleared in case of emergency. Potential additional costs arising due to late call-off or a short-notice change with regard to time or amount by the orderer are to be paid by them. If the agreed-upon contractual term has been reached, the customer is obligated to accept the entire amount within the subsequent 3 months. In case of early termination of the long-term and call-off contract, the customer is obligated to fully accept the inventory of finished, semi-finished and raw parts, as well as the work in progress available at the time of notification. The supplier reserves the right to produce the full contractual amount at the beginning of the term and to purchase finished, semi-finished and raw materials .
4. Prices and conditions of payment
4.1. Unless expressly agreed upon otherwise in writing, our prices are valid ex works, excluding packaging, plus value-added tax in the amount applicable in each case. Packaging costs are invoiced separately.
4.2. The purchase price is to be paid within 14 days following delivery with a 2-percent discount or after 30 days without a discount unless agreed-upon otherwise in individual cases. Default interest is charged in the amount of 9 percent above the base interest rate of the European Central Bank. Default conditions are described in Section 286 of German Civil Code (BGB). The right to claim higher damages is reserved.
5. Offset and rights of retention
The orderer only has the right to offset if their counterclaims are legally established or undisputed. The orderer is only authorised to exert a right of retention to the extent to which their counterclaim is based on the same contractual relationship.
6. Delivery times
6.1. Delivery times are generally non-binding and approximate. In cases of doubt, the delivery period begins when the order confirmation is sent by us.
6.2. Compliance with terms for delivery requires the timely receipt of all documentation, required approvals and releases to be provided by the orderer, of plans in particular, as well as compliance with the agreed-upon conditions of payment and other obligations by the orderer in advance. Should these requirements not be met in a timely manner, the terms will be extended appropriately; this does not apply if we are responsible for the delay.
6.3. Should we be responsible for a delayed delivery, the orderer may request compensation for each full week of the delay of 0.1 percent each, but no more than a total of 5 percent of the net price for the part of the deliveries which could not be put into operation due to the delay if they can prove that they incurred damages as a result.
6.4. Both damage compensation claims of the orderer due to a delay in service and damage compensation claims instead of delivery beyond the limits stated in Section 6.3 are excluded in all cases of delayed delivery following expiry of a delivery term which we may have set. This does not apply when liability is imperative in cases of intention, gross negligence or due to injury to life, body or health. The orderer may only withdraw from the contract within the framework of the legal provisions if we are responsible for the delay in delivery.
6.5. The orderer is obligated, upon request by us within an appropriate period of time, to declare whether they are withdrawing from the contract due to the delay in delivery or are insisting on delivery.
6.6. We are authorised to make partial deliveries and under- or over-deliveries of up to 10 percent.
7. Transfer of risk
7.1. Delivery occurs “ex works” as per Incoterms 2010 unless we have expressly agreed otherwise with the orderer. For this reason, the risk of accidental loss or accidental deterioration of the goods delivered by us is transferred to the orderer unless we have expressly undertaken to carry out shipment or assembly of the object of delivery in writing upon transfer to/pickup by the transport person. This also applies if partial deliveries are made. Unless agreed upon otherwise, we determine the type and scope of packaging. Packaging is selected under consideration of customary care and attention. Disposable packaging becomes the property of the orderer.
7.2. Should dispatch, delivery, starting, set-up or assembly, acceptance into their own operation or trial operation be delayed for reasons for which the orderer is responsible or should the orderer delay acceptance for other reasons, risk is transferred to the orderer at the point in time at which acceptance delay occurs.
8. Force majeure
Force majeure, labour disputes, strikes, unrest, measures taken by the authorities, the absence of deliveries from our suppliers and other unforeseeable, unavoidable and serious events release us from the obligation to perform for the duration of the disruption and within the scope of their effect. This also applies if these events occur at a point in time at which we have fallen behind unless the delay was caused intentionally or through gross negligence. We are obligated to immediately provide the necessary information within reasonable limits and to adapt our obligations to the changed conditions in good faith.
9. Retention of ownership
9.1. We retain ownership of delivered goods until full payment of all accounts in the delivery contract has been made. This also applies for all future deliveries, even if we do not continually and expressly refer to this fact. We are authorised to take back the goods if the orderer violates the contract.
9.2. The orderer is obligated to handle the goods carefully until ownership has been transferred to them. In particular, they are obligated to have the goods sufficiently insured against theft, fire damage and water damage at their own expense to cover the replacement value. Prior to the transfer of ownership, the orderer must notify us immediately if the object of delivery is subject to seizure or other action by third parties. Should the third party not be able to reimburse us for the judicial and extrajudicial costs of legal action as per 771 of the German Code of Civil Procedure (ZPO), the orderer will be liable for the loss incurred.
9.3. The orderer is authorised to resell the reserved goods in normal business transactions. The orderer already assigns to us the purchaser’s receivables from the resale of the reserved goods in the amount of the final invoice amount agreed upon with us (including sales tax). This assignment applies regardless of whether the goods have been resold without being processed or after processing. The orderer remains authorised to collect the receivables following assignment. Our authority to collect the receivables ourselves remains unaffected by this. We will not collect the receivables, however, as long as the orderer fulfils their payment obligations from the proceeds collected, does not delay payment and, in particular, no application is made for the initiation of insolvency proceedings or payments have ceased.
9.4. Processing or alteration of the goods by the orderer continually occurs on our behalf. In this case, the expectant right of the orderer to the goods continues to apply to the altered goods. Should the goods be processed with other objects not belonging to us, we acquire co-ownership of the new goods in proportion to the objective value of our goods to the other processed objects at the time of processing. The same applies for cases of mixing. As soon as mixing occurs in the sense that the goods of the orderer are to be viewed as the main item, it is understood – as agreed – that the orderer only transfers co-ownership proportionately and safeguards sole ownership or co-ownership arising in such a way on our behalf. To ensure our receivables from the orderer, the orderer will also assign us such receivables arising from the connection of the reserved goods to real property of a third party. We already accept this assignment.
9.5. On the request of the orderer, we will undertake to release the securities to which we are entitled if their value exceeds the receivables to be ensured by more than 20 percent.
10.1. Guarantee claims of the orderer require that they meet the obligations of examination and reproof in accordance with Section 377 of German Commercial Code (HGB). They must immediately – no later than one week after receipt – examine the delivery for any defects and then notify us should any be found.
10.2. Damage claims lapse 12 months following delivery of goods supplied by us.
10.3. The condition of the goods is governed solely by the agreed-upon technical delivery specifications. If we are to supply drawings, specifications, samples etc. of the orderer, the orderer will assume the risk of suitability for the intended purpose. The point in time at which risk is transferred as per Section 7 is decisive for the contractual condition of the goods.
10.4. If inspection of the goods or an initial sample inspection was agreed upon, defect complaints are excluded if the defects could have been discovered by the orderer upon careful inspection or initial sample inspection.
10.5. We will also not be responsible for material defects which result due to unsuitable or improper use, faulty assembly or commissioning by the orderer or third parties, common wear and tear, faulty dimensioning (should development of the parts not have been carried out by us), faulty or improper handling, such as overheating, dry running, extreme soiling and incorrect lubrication or for the consequences of improper changes or repair work carried out by the orderer or third parties without our consent. The same applies for wear and defects which only minimally reduce the value or suitability.
10.6. We must be given the opportunity to verify the reported defect. Rejected goods are to be returned to us upon request in sufficient quantity for analysis. Should the notification of defect be justified, we will assume the transport costs. If necessary, the orderer will actively participate in the examinations, providing special testing equipment and capabilities free of charge if necessary. The contractual partners will information one another of the results.
Should the orderer not fulfil this obligation or make changes to goods which have already been rejected without our approval, they lose any rights to make material defect claims. In the case of justifiable notification of defects made in a timely manner, we will remediate the rejected goods or supply unobjectionable replacements at our discretion. As part of rectification, we are obligated to refund the orderer the required expenditure for elimination of the defective goods and the installation or attachment of the remediated or supplied unobjectionable goods. Should we not fulfil these obligations or not fulfil them as per the contract within an appropriate amount of time, the orderer can set one final deadline for us in writing, by which we must fulfil our obligations. Should this deadline pass without success, the orderer can request a reduction of the purchase price, withdraw from the contract or carry out the necessary improvements themselves or commission a third party to do so at our cost and risk. Reimbursement of costs is excluded if the expenditures increase due to the goods have been consumed in a different location following our delivery unless this corresponds to intended use of the goods. Separate agreements with us which must be oriented towards the actual proportion of costs of the orderer and the appropriateness of the expenditure and enable assessment by us of the right to claim reimbursement are made on the determination and cost distribution of the expenditures of the orderer as a result of material defects.
10.7. Sufficient validation in the original unit must be made by the orderer themselves. Material defects are excluded if they could have been identified through proper validation.
10.8. Should the orderer request complaint processing via an 8D report or other means, the lapsing of a processing deadline set by the orderer will lead to implied acknowledgement of the rejection.
10.9. We assume no costs for field activities if they are not carried out based on compulsory legal provisions (e.g. service work).
11. Other claims/Liability
11.1. Our liability for damage compensation, regardless of the legal basis, in particular due to impossibility, delay, deficient or incorrect supply, contract violation, violation of contract negotiation obligations and unauthorised action is limited .
11.2. We are not liable in the case of the ordinary negligence of our bodies, legal representatives, employees and other agents if violation of the obligations essential to the contract is not involved. Essential to the contract are the obligation to timely delivery, delivery of the object of delivery, its freedom from defects which more than insignificantly impair its ability to function or be used, as well as obligations to consult, protect and care which are to enable the orderer to contractually utilise the object of delivery or aim to protect the life and limb of the personnel of the orderer or protect their property from major damages.
11.3. Our liability is limited to damages which we have foreseen as potential consequences of a contract violation when concluding the contract or which we should have foreseen when applying reasonable care. Incidental damages and consequential damages resulting from defects in the object of delivery are also only compensable if such damages are typically to be expected when the object of delivery is used as intended.
11.4. In each case, our liability is limited to the amount of the respective coverage amount of our product liability insurance, even if a violation of obligations essential to the contract is involved.
Each contractual partner will only use documents (such as samples, drawings, models, data etc.) and knowledge gained from the business relationship for the purposes pursued jointly and with the same care as they would use to keep their own documentation and knowledge secret from third parties if the other contractual partner designates them as confidential or has a clear interest in their being kept secret. This obligation does not apply for documentation and knowledge which is generally known or which was already known by the contractual partner at the time of receipt without being obligated to maintain confidentiality.
13.1. Unless agreed upon otherwise, tools manufactured by us or on behalf of us remain our property. This also applies if we fully or partially charge the orderer for the tools.
13.2. Should it be expressly agreed upon that the tools are to be the property of the orderer, the orderer recognises that considerable development expertise on our part is embodied in the samples and means of production (tools, moulds, templates etc.) which they commissioned and that we have special interest in keeping it confidential. For this reason, it is agreed that a claim by the orderer to surrender the samples and means of production, regardless of the legal basis, is unfounded at all times, even if the orderer has assumed all tool costs and/or the supply relationship has ended.
In the case of insolvency or inability to deliver on our part, the orderer is authorised to request the means of production, potentially upon payment of remaining tool costs.
14. Project termination
Should a project be terminated for a reason for which we are not responsible and which results in serial delivery not taking place, the ordering party must bear all project costs arising from the development and manufacture of the product up to the point in time of notification of cancelation of the product.
15.1. The laws of the Federal Republic of Germany, excluding conflict of law and the United Nations Convention on Contracts for the International Sale of Goods (CISG) apply.
15.2. The location of fulfilment is our domicile.
15.3. If the orderer is a business person, legal person under public law or a public-law special asset, the sole place of jurisdiction for all disputes arising from the contractual relationship is our domicile. We are also authorised to take legal action at the domicile of the orderer.
15.4. All agreements made between the parties for the purpose of executing this contract are put down in writing in this contract.
15.5. Should a provision of these conditions and other agreements be or become ineffective, the validity of the other conditions are not affected by this. The contractual partners are obligated to replace the ineffective provision with a regulation which comes as close as possible to the original economic effect. The same applies to any loopholes.