The following terms and conditions form the basis for all business transactions of SHB Metallbearbeitung GmbH (hereinafter also referred to as "we" or "supplier") with our customers (hereinafter also referred to as "buyer").

The following conditions apply only to entrepreneurs, legal entities under public law or a public law special fund.

Orders only become binding through the supplier's order confirmation. Changes and additions require written form. All offers are non-binding unless they are designated as firm offers.

These conditions also apply to future transactions where they are not expressly referred to.

The buyer's terms and conditions do not apply unless they are expressly acknowledged by the supplier.

The contract language is German.

Prices are ex works excluding freight, customs, import duties and packaging plus VAT at the statutory rate, unless otherwise specified.

If the relevant cost factors change significantly after submission of the offer or after order confirmation until delivery, the supplier and buyer will agree on an adjustment of prices and cost shares for tools.

The supplier is not bound by previous prices for new orders (= follow-up orders).

Delivery periods are non-binding unless otherwise agreed in writing. They begin after receipt of all documents required for order execution, advance payment and timely material provisions, insofar as these have been agreed. Compliance with our delivery obligation presupposes the timely and proper fulfillment of the customer's obligation. The defense of non-performance of the contract remains reserved.

With notification of readiness for shipment, the delivery period is deemed to have been met if shipment is delayed or impossible without fault on the part of the supplier.

If an agreed delivery period is not met due to the supplier's own fault, the buyer is entitled, after expiry of a reasonable grace period, to demand delay compensation or to withdraw from the contract, excluding further claims, unless he has acted with gross negligence or intent. The delay compensation is limited to a maximum of 5% of that part of the delivery that has not been made. This limitation of liability does not apply if a commercial fixed transaction has been agreed, nor does it apply if the buyer can assert that his interest in contract performance has ceased due to delay attributable to the supplier. Withdrawal is excluded if the buyer is himself in default of acceptance. The buyer reserves the right to prove higher damages.

Reasonable partial deliveries are permitted.

For call-off orders without agreement on duration, production lot sizes and acceptance dates, the supplier can demand a binding determination no later than three months after order confirmation. If the buyer does not comply with this request within three weeks, the supplier is entitled to set a two-week grace period and, after its expiry, to withdraw from the contract and/or demand damages.

If the buyer does not fulfill his acceptance obligations, the supplier is not bound by the provisions on self-help sale, notwithstanding other rights, but can sell the delivery item at his own discretion after prior notification of the buyer.

If the customer is in default of acceptance or culpably violates other cooperation obligations, we are entitled to demand compensation for the damage incurred by us - including any additional expenses. Further claims or rights remain reserved. If the conditions of sentence 1 are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the time when the latter falls into default of acceptance or debtor default.

Events of force majeure entitle the supplier to postpone delivery by the duration of the hindrance and a reasonable start-up time, or to withdraw from the contract in whole or in part due to the part not yet fulfilled. Force majeure includes strikes, lockouts or unforeseeable, unavoidable circumstances, e.g. operational disruptions, which make timely delivery impossible for the supplier despite reasonable efforts; the supplier must provide proof of this. This also applies if the aforementioned hindrances occur during a delay or with a subcontractor.

The buyer can demand that the supplier declare within two weeks whether he wants to withdraw or deliver within a reasonable grace period. If he does not declare himself, the buyer can withdraw from the unfulfilled part of the contract. The supplier will notify the buyer immediately if a case of force majeure occurs as described in paragraph 1. He must keep impairments to the buyer as low as possible, if necessary by handing over the tools for the duration of the hindrance.

Unless otherwise agreed, the supplier chooses packaging, shipping method and shipping route.

The risk passes to the buyer even with freight-free delivery when leaving the supplier's works. In case of delays in dispatch attributable to the buyer, the risk passes as early as notification of readiness for shipment.

Upon written request of the buyer, the goods will be insured at his expense against risks designated by him.

The deliveries remain the property of the supplier until fulfillment of all claims of the supplier against the buyer, even if the purchase price for specially designated claims has been paid. In the case of running accounts, the reserved property in the deliveries (reserved goods) serves as security for the supplier's balance invoice. If a bill of exchange liability of the supplier is established in connection with the payment of the purchase price, the retention of title does not expire before redemption of the bill of exchange by the buyer as the drawee.

Processing or further processing by the buyer takes place to the exclusion of acquisition of ownership according to § 950 BGB on behalf of the supplier; the latter becomes co-owner of the resulting item in proportion to the ratio of the net invoice value of his goods to the net invoice value of the goods to be processed or further processed, which serves as reserved goods to secure the supplier's claims according to paragraph 1.

In the case of processing (combination/mixing) with other goods not belonging to the supplier by the buyer, the provisions of §§ 947, 948 BGB apply with the consequence that the supplier's co-ownership share in the new item now serves as reserved goods within the meaning of these conditions.

The resale of reserved goods is only permitted to the buyer in the ordinary course of business and on the condition that he also agrees a retention of title with his customers in accordance with paragraphs 1 to 3. The buyer is not entitled to other dispositions over the reserved goods, in particular pledges and security transfers.

For the case of resale, the buyer hereby assigns to the supplier in advance until fulfillment of all claims of the supplier, the claims arising from the resale and other legitimate claims against his customers with all ancillary rights. At the supplier's request, the buyer is obliged to provide the supplier immediately with all information and hand over documents that are required for the enforcement of the supplier's rights against the buyer's customers.

If the reserved goods are resold by the buyer after processing according to paragraph 2 and/or 3 together with other goods not belonging to the supplier, the assignment of the purchase price claim according to paragraph 5 only applies to the amount of the invoice value of the supplier's reserved goods.

If the value of the existing securities for the supplier exceeds his total claims by more than 10%, the supplier is obliged to release securities at the buyer's request to this extent at the supplier's choice.

Attachments or seizures of reserved goods by third parties must be reported to the supplier immediately. The resulting intervention costs are always at the buyer's expense, insofar as they are not borne by third parties.

If the supplier makes use of his retention of title by taking back reserved goods in accordance with the above provisions, he is entitled to sell the goods at his own discretion or have them auctioned. The taking back of reserved goods takes place at the achieved proceeds, but at most at the agreed delivery prices. Further claims for damages, in particular lost profit, remain reserved. The exercise of the retention of title does not mean withdrawal from the contract.

The customer's warranty claims presuppose that he has properly fulfilled his inspection and complaint obligations under § 377 HGB. Obvious defects can only be complained about within an exclusion period of 5 working days from delivery. Visible transport damage must be reported to the delivery agent upon receipt of the goods.

Warranty complaints must be made immediately in text form. For hidden defects, the complaint must be raised immediately after discovery.

In the case of justified warranty complaints, the supplier is obliged to provide subsequent performance. If he does not fulfill this obligation within a reasonable period or if a repair fails despite repeated attempts, the buyer is entitled to reduce the purchase price or withdraw from the contract. Further claims, in particular claims for reimbursement of expenses or damages due to defect or consequential defect damages, only exist within the framework of the regulations to VII. Replaced parts are to be sent back to the supplier at his expense upon request.

Unauthorized reworking and improper treatment result in the loss of all warranty claims. Only to avert disproportionately large damages or in case of delay in defect elimination by the supplier is the buyer entitled to repair after prior notification of the supplier and to demand compensation for the reasonable costs.

Wear or abrasion in normal scope does not give rise to warranty claims.

We are liable according to the statutory provisions if the customer asserts claims for damages that are based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. Insofar as no intentional breach of contract is attributed to us, liability for damages is limited to the foreseeable, typically occurring damage.

We are liable according to the statutory provisions if we culpably violate an essential contractual obligation; however, even in this case, liability for damages is limited to the foreseeable, typically occurring damage. An essential contractual obligation exists if the breach of duty relates to an obligation on whose fulfillment the customer has relied and was also entitled to rely.

If the customer is an entrepreneur, the customer's claims become time-barred within one year from the statutory commencement of limitation. This does not apply if the customer has purchased an item that has been used for a building in accordance with its usual use and has caused its defectiveness.

The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is five years, calculated from delivery of the defective item.

Liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability under the Product Liability Act. Insofar as nothing different is regulated above, liability is excluded. Data, information, illustrations, descriptions and dimensions are non-binding and serve only for illustration. We do not guarantee their accuracy, they do not release the customer from his own examinations and tests.

Any liability for damages beyond that provided for in Section VI is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages due to fault in contract conclusion, due to other breaches of duty or due to tortious claims for compensation of property damage in accordance with § 823 BGB.

The limitation according to Section VII 1. also applies insofar as the customer demands compensation for useless expenses instead of performance instead of a claim for compensation of damage.

Insofar as liability for damages is excluded or limited with respect to us, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

In the case of breaches of ancillary duties not attributable to us, the customer's right to withdraw from the contract is excluded. This does not apply to breaches of ancillary duties which consist in the delivery of newly manufactured defect-free items.

All payments are to be made in EURO exclusively to the supplier.

The deduction of cash discount is only permitted if a cash discount agreement has been expressly made in writing.

The rejection of checks remains reserved. Checks and bills of exchange are only accepted for performance, all associated costs are at the buyer's expense.

Only undisputed or legally established claims entitle the buyer to set-off or retention. The exclusion of the right of retention does not apply if the counterclaim is based on the same contractual relationship. If the buyer is a merchant, he has neither the defense of non-performance of the contract nor the right of retention due to counterclaims.

Persistent non-compliance with payment terms or circumstances which give rise to serious doubts about the buyer's creditworthiness result in the immediate maturity of all claims of the supplier. In addition, the supplier is entitled in this case to demand advance payments for still outstanding deliveries as well as to withdraw from the contract after unsuccessful expiry of a reasonable period.

If the supplier is to deliver according to drawings, models, samples or using parts provided by the buyer, the buyer warrants that third-party rights in the country of destination of the goods are not violated thereby. The supplier will point out known rights to the buyer. The buyer must indemnify the supplier against third-party claims and pay compensation for the damage incurred. If the supplier is prohibited from manufacturing or delivering by a third party citing a protection right belonging to him, the supplier is entitled - without examining the legal situation - to stop the work until the legal situation is clarified by the buyer and the third party. If the continuation of the order is no longer reasonable for the supplier due to the delay, he is entitled to withdraw.

Drawings and samples handed over to the supplier which have not led to an order will be sent back on request; otherwise he is entitled to destroy them three months after submission of the offer. This obligation applies to the buyer accordingly. The person entitled to destruction must inform the contractual partner of his intention to destroy in good time beforehand.

The supplier has the copyright and, if applicable, industrial property rights, in particular all usage and exploitation rights to the models, tools and devices, designs and drawings created by him or by third parties on his behalf.

If other legal defects exist, Section VI applies accordingly.

The place of performance is the location of the supplier's works.

The place of jurisdiction is the court having jurisdiction for 72186 Empfingen / Germany, also for documentary, bill of exchange and check proceedings. We can also sue the buyer at his registered office deviating from this.

The law of the Federal Republic of Germany applies exclusively, excluding the uniform UN Sales Law.