GENERAL TERMS AND CONDITIONS

German law shall apply to export business.
For export business german law is valid.

§ 1 Contract Content

1. We sell and deliver exclusively according to our terms and conditions. They apply on the basis of our offer or our unchallenged order confirmation or the unchallenged acceptance of payment for our delivery note. Any objection must be made immediately and in writing.
2. Any conflicting terms and conditions of the customer shall only apply if expressly confirmed by us, and only for the respective delivery. We are not obliged to make subsequent deliveries, and these shall again be subject to our own terms and conditions.
3. The invalidity of individual terms shall not affect the validity of the remaining terms. Trade customs and statutory provisions shall apply subsidiarily and complementarily. German law shall apply exclusively to export transactions. The application of the uniform law on sales is excluded.
4. All contractual agreements, including amendments and supplements, shall only be valid if confirmed by us in writing.
5. The customer acknowledges that we have drawn attention to the validity of our General Terms and Conditions by means of a clearly visible notice in our business premises.

§ 2 Prices

1. Prices for goods to be delivered within four weeks of contract conclusion are fixed prices. In other cases, however, we are entitled to increase prices for compelling, calculatory reasons, which we must announce with a notice period of at least two weeks. A net price increase of more than 5% entitles the customer to withdraw from the contract without culpable delay.
2. The method of shipping and packaging shall be determined at our discretion. Packaging will be charged at cost price. Packaging materials are generally not taken back. If it is separately charged returnable packaging, the calculated amount will be credited upon freight-free return, provided that the material is received by us in good condition.
3. The embossing dies, printing rollers, tools, or other devices required for labeling will be charged to the customer at cost price. Reference is made to Section 5, No. 6.
4. When calculating prices, quantity deviations, even minor ones, will be taken into account. Price commitments do not apply to subsequent orders.
5. If a firmly ordered quantity is partially cancelled, a reasonable minimum quantity surcharge will be calculated for cancellations before the start of production of the cancelled part. After this production start, completed items will be charged in full despite cancellation, while separable, quantity-dependent cost savings will be deducted for semi-finished parts.
6. In the event of production delays due to late delivery by the customer, the price will increase by the resulting cost increase, including idle times.

§ 3 Payment

1. Payment must be made in cash, net, within 30 days of the invoice date (same as dispatch date). Partial payment may be requested for partial deliveries. Interim invoices are permissible. Agreed advance payments are a prerequisite for production in the sense of Sections 2 No. 5, 4 No. 2.
2. In the event of payment arrears, and in accordance with § 610 BGB (German Civil Code), immediate payment may be demanded, even if a payment term was granted. In these cases, we may also demand advance payment for outstanding deliveries, proceed according to § 326 BGB, prohibit the resale of the goods, and/or retrieve unpaid goods at the customer’s expense.
3. For advance payment or cash on delivery, we grant a 3% discount; for delivery within 14 days, a 2% discount. The date of receipt of payment is decisive. In the event of late payment, we are entitled to charge default interest from the due date at a rate of 2% above the Bundesbank discount rate, but at least 9%; the assertion of further damages caused by delay is not excluded.
4. We accept checks and bills of exchange only voluntarily and for the purpose of performance, specifically as payment on the day of credit. We may return non-discountable bills of exchange, in which case the customer must immediately pay the purchase price in cash. Discount charges and bill tax shall be borne by the customer and must be paid immediately in cash. For the term of a bill of exchange, the claim shall bear interest at bank credit rates. We assume no liability for presentation, protest, notification, and presentation of bills of exchange in case of non-payment, or for their timeliness.

§ 4 Delivery

1. Partial deliveries are permissible. Deviations of up to 10% of the ordered quantities are permissible for custom-made products.
2. A delivery period shall only commence after receipt of all documents and parts supplied by the customer required for continuous production. Deliveries by the customer of reinforcement parts (e.g., metal parts to be incorporated) must be made free Brensbach with a surcharge of 5% for possible rejects, in due time, in perfect condition, and in sufficient quantities for processing. A delivery date is postponed by the period until this receipt. Insufficient supply entitles us to interrupt production and restarts a delivery period or postpones a delivery date accordingly.
3. If no delivery period is specified, we may demand acceptance of the goods with a 14-day notice period, 3 months from the date of order confirmation. In case of failure, we may insist on acceptance or withdraw from the contract or demand damages. Completed goods are stored at our premises at the customer’s expense and risk.
4. Agreed delivery dates and delivery periods do not constitute a fixed-date transaction. We shall not be in default if, without us being responsible for it, circumstances occur that make the production or delivery of goods ordered from us impossible, delay it, or restrict it not insignificantly. In the event of a production impediment of more than 6 months, we may withdraw from the contract.
5. The risk passes to the customer upon leaving the delivery plant, even in the case of freight-free delivery. If the goods are not dispatched on the agreed delivery day, or alternatively on the day after the dispatch of the readiness for shipment notification, the risk shall pass to the customer after this point in time if he requests the delayed dispatch or if we are otherwise not responsible for it. Upon written request of the customer, the goods will be insured at his expense.

§ 5 Molds, Tools

1. Press, injection molding, and other molds, as well as tools, which are manufactured by us ourselves or by third parties on our behalf at the customer’s instigation, are generally our property in consideration of our design performance. They will be used for the customer’s orders, and for others only with his express consent.
2. In the interest of the customer, we store and maintain these devices for reorders. We are not liable to the customer for damages that occur despite proper handling. The customer bears only those maintenance costs that arise from normal wear and tear. Otherwise, the costs are borne by the customer, insofar as he insists on further storage. The storage obligation expires if no further orders are received from the customer within 2 years of the last delivery.
3. As soon as the storage obligation ends, our restrictions regarding the exploitation and use of the molds also end. These restrictions also end as soon as the customer fails to meet his payment obligations.
4. The use of devices in whose production the customer is not financially involved is not subject to any restrictions. We also have no storage obligation in this respect.
5. Reference is made to Section 8, No. 1.
6. The customer bears the manufacturing costs of the devices. They are to be advanced by us and will be reimbursed to the customer in such a way that he receives a credit note amounting to 5% of the goods value until the full amortization of the costs, upon delivery of goods manufactured using the respective molds. Otherwise, any obligation to reimburse is excluded.

§ 6 Liability for Defects

1. Minor deviations from the average sample in quality and execution do not constitute liability for defects.
2. The customer alone bears the responsibility for the constructively correct design of press and injection molded parts according to his ideas, as well as for their practical suitability, even if he was advised by us during development.
3. Complaints regarding obvious defects must be raised by the customer without culpable delay; otherwise, they are ineffective. The customer is obliged to examine the delivered goods for defects within a customary commercial period. After six months from delivery, a complaint about hidden defects is no longer permissible.
4. If a complaint about defects is justified, we are merely obliged to rectify or replace the defective goods or defective parts of a quantity of goods, to the exclusion of other rights of the customer.
5. However, in the event of a failure of rectification or replacement delivery, the customer is entitled to demand a reduction of the remuneration or, at his option, rescission of the contract. We bear the transport, travel, labor, and material costs required for rectification, while the agreed prices remain unchanged.

§ 7 Retention of Title

1. We reserve title to the delivered goods until all payment claims, including a balance from the current account and including still unsettled transactions, have been fully settled. In the case of checks and bills of exchange, this applies until final redemption.
2. For any processing (processing or transformation according to § 950 BGB) of the goods delivered by us, it is agreed, as far as permissible, that our retention of title extends to the new item created.
   Furthermore, it is agreed:
   We, as the manufacturer, remain the owner of the new item. Should the buyer nevertheless become the owner, the immediate transfer of ownership to us is agreed, and the buyer shall hold the new item in custody for us.
   If the customer has our goods processed by third parties, the third party acts on behalf of the customer, who is authorized by us to place orders in his own name. If we nevertheless do not become the owner of the new item as the manufacturer, the following applies:
   If the buyer becomes the owner, the immediate transfer of ownership to us is agreed, and the claim for surrender against the third party is assigned to us. If the third party becomes the owner, the claim for transfer of ownership and surrender is assigned to us.
3. In the event of a combination (connection or mixing according to §§ 947 BGB) of our goods with the customer’s own goods, the latter waives his own acquisition of ownership in our favor. Should the customer nevertheless acquire co-ownership or sole ownership, the immediate transfer of this ownership right to us is agreed, and the buyer shall hold the new item in custody for us. Should a third party acquire co-ownership or sole ownership through combination with his goods, the same applies, and the customer’s claim for transfer of ownership and surrender is assigned to us.
   Co-ownership shares are determined according to § 947 BGB, and in case of doubt, according to the invoice prices/delivery prices of the components.
4. Insofar as we should lose ownership rights to our goods through processing or combination, § 951 BGB applies. Insofar as the customer should lose ownership rights with regard to such goods that arose from the processing or combination of our goods, his claims according to § 951 BGB are assigned to us.
5. The customer is entitled to sell the reserved goods in the sense of Nos. 1-3 in the ordinary course of business, provided that he has also agreed on a corresponding retention of title with the purchaser. He is not entitled to other dispositions, in particular pledging and transfer of ownership by way of security.
   In the event of the sale of reserved goods that are our sole property, all claims arising therefrom to which the customer is entitled against the purchaser are assigned to us in full, which the customer must immediately notify the purchaser. This also applies if we should have co-ownership of the reserved goods alongside the customer. If we have co-ownership alongside a third party, the aforementioned claims are assigned to us to the extent of a first part to be determined according to Section 3 Para. 2.
   As long as the customer duly fulfills our payment claims, he may collect the assigned claims in trust for us, but he must immediately assign the proceeds to us to the extent of his payment obligation.
   Upon our revocation, which is possible at any time, as well as in the event of a deterioration of the customer’s financial situation in accordance with § 610 BGB, the authorization to collect ends, and any proceeds nevertheless obtained must be paid to us in full. We are entitled to disclose the assignment to third parties at any time.
6. The customer is obliged to provide us, upon request, with all information and documents that appear necessary for the assertion of our rights, especially against third parties. Any intervention by third parties regarding the reserved goods or the assigned claims must be communicated to us immediately and without request.
7. If we take back reserved goods or disclose the assignment of unpaid claims, we may sell the goods and claims privately or have the goods auctioned. The actually achieved proceeds will be credited against the agreed delivery prices and any further claims (damages, lost profit). Any surplus proceeds are due to us.
8. If the value of our securities, according to their reasonably expected, conservatively estimated proceeds, exceeds our total claims by more than 20%, we will accordingly release securities of our choice upon the customer’s request.

§ 8 Intellectual Property Rights

1. Insofar as our design proposals, drawings, and drafts, as well as molds and tools, are not already protected under the Copyright Act (UrhG), a protection equivalent to copyright is agreed upon commencement of contract negotiations, at the latest upon conclusion of the contract. The customer bears the burden of proof for any missing protection requirements.
2. If we are to deliver items according to drawings, models, or samples provided to us by the customer, the customer guarantees to us that no third-party intellectual property rights are infringed by the manufacture and delivery of the items.
3. If a third party prohibits us from manufacturing and delivering items made according to the customer’s drawings, models, or samples, by invoking an intellectual property right belonging to him, we are entitled – without being obliged to examine the legal situation – to cease production and delivery and to demand reimbursement of the incurred costs, to the exclusion of all claims for damages by the customer. The customer’s obligation to pay for goods already manufactured is not affected thereby.
4. Upon request, the customer must provide security for all direct or indirect damages arising from his possible claim.
   As soon as we incur expenses (direct or indirect damages) due to a possible claim, the customer must immediately reimburse them, regardless of whether the claim was justified or not.
5. Submitted samples and drawings will only be returned upon request. If an order is not placed, we are authorized to destroy samples and drawings three months after submission of the offer.

§ 9 Miscellaneous

1. The place of performance for the obligations of both parties arising from all relationships is Brensbach in the Odenwald.
2. For the resolution of disputes that may arise from the relationships between the parties, the jurisdiction of the Amtsgericht Frankfurt (Local Court Frankfurt) or the Landgericht Frankfurt (Regional Court Frankfurt) is agreed, depending on the amount in dispute, if the customer is a fully qualified merchant within the meaning of the Commercial Code, a legal entity under public law, or a special fund under public law.
   If the customer has no general place of jurisdiction in Germany, the court of the general place of jurisdiction of Ritter-Pen GmbH shall be competent.