General Terms and Conditions of Delivery (ALB) of Harry Roth Präzisionsdrehteile GmbH & Co. KG

§ 1 Scope

1. For all business transactions between us and the buyer, client, or customer, hereinafter referred to as the purchaser, these ALB apply exclusively in addition to the other contractual agreements. We do not recognize other conditions of the purchaser – even if services are provided or payments are accepted without reservation – unless we expressly agree to their applicability in writing. This also applies to general terms and conditions outside the purchaser’s general terms and conditions of purchase, especially but not only for quality assurance agreements, framework delivery contracts, consignment contracts, and non-disclosure agreements of the purchaser, insofar as the regulations therein were not negotiated with us.
2. These ALB apply only to business transactions with entrepreneurs within the meaning of § 14 BGB; they also apply to all future business relationships without further inclusion until new ALB are submitted by us.
3. All agreements made between us and the purchaser within the framework of contract negotiations must be documented in writing for reasons of proof and confirmed by both parties.
4. Side agreements, subsequent contract changes, and the assumption of a guarantee, especially the assurance of properties, or the assumption of procurement risk, require written form if made by persons not authorized to represent. Silence on our part does not imply consent.

§ 2 Consulting

1. We advise the purchaser only upon express request. No advice is given in omitted statements.
2. Our consulting services are based on empirical values. Insofar as the consultation extends to circumstances over which we have no influence, such as the composition of the raw material or the performance of subcontractors, the advice is non-binding.
3. Our advice extends as product- and performance-related advice exclusively to the products delivered by us and services provided. It does not extend to contract-independent advice, i.e., statements given without products being sold or services provided by us.

§ 3 Contract Conclusion

1. Our offers are non-binding and are considered an invitation to submit an offer.
2. In principle, the order placed by the purchaser constitutes the offer to conclude a contract.
3. The first processing of an offer is usually free of charge. Further offers and draft work are only free of charge insofar as the delivery contract becomes and remains valid.
4. Descriptions and illustrations of the products in technical documents, brochures, company brochures, catalogs, price lists, etc., are non-binding unless their inclusion in the contract has been expressly agreed upon; they do not exempt the purchaser from their own inspections. Product and performance descriptions on the Internet can naturally only be of a general nature; if the purchaser intends to derive binding quality agreements or suitability for the application intended by them, they must refer to this in the order.
5. The order must include all information necessary for the execution of the order. This applies to all deliveries, services, works, and other services from us. This includes but is not limited to details on item designation, quantity, dimensions, material, material composition, pretreatments, processing specifications, treatment instructions, storage, standards, as well as all other technical parameters and physical characteristics. Missing, incorrect, or incomplete information is considered expressly not agreed upon and does not constitute any obligations on our part, neither in terms of performance and warranty nor in terms of compensation claims.
6. If the order placed by the purchaser deviates from our offer, the purchaser must indicate the deviations separately.
7. We are entitled to obtain further information necessary for the proper execution of the order.
8. Orders should be placed in writing or electronically (EDI); verbally and by telephone, orders are executed at the risk of the purchaser.
9. If the purchaser withdraws an order accepted by us, we are entitled, without prejudice to the possibility of claiming higher actual damages, to charge 10% of the delivery or service price for the costs incurred by processing the order and for the lost profit. The purchaser is free to prove a lower damage.
10. The acceptance of the order by us takes place within 10 working days, unless another acceptance period has been agreed.
11. We reserve the right to carry out or have the delivery or performance items processed without additional costs for the purchaser at another facility.

§ 4 Call-Offs

1. In the case of call-off contracts, binding quantities must be communicated to us by call-off at least 3 months before the delivery date unless otherwise agreed. In individual cases, it may be necessary to extend this period, e.g., due to material delivery times.
2. Additional costs caused by delayed call-offs or subsequent changes to the call-off regarding time or quantity by the purchaser are borne by them; our calculation is decisive.
3. Unless otherwise agreed, all call-off orders must be taken within one year of the order being placed without the need for a call-off request. If this period expires, we are entitled to invoice the goods and ship them at the purchaser’s expense and risk or to withdraw from the contract immediately.

§ 5 Changes

1. Changes to the delivery or performance item after the conclusion of the contract require a separate contractual agreement.
2. We reserve the right to make reasonable changes to the delivery or performance item in case of missing or incorrect information. Disadvantages due to missing or incorrect information, especially additional costs or damages, are borne by the purchaser.
3. Technical changes to the delivery or performance item that do not endanger the contractual objective remain reserved. Industry-standard quantity deviations of up to a maximum of 10% are permissible.
4. Partial deliveries or services are permissible insofar as this only insignificantly impairs the use and does not endanger the contractual purpose. They can be invoiced separately.

§ 6 Delivery Time

1. Delivery dates, delivery periods, and delivery times are understood to be from our plant unless otherwise agreed. If a delivery or performance period is agreed, it begins with the dispatch of the order confirmation, but not before full clarification of all details of the order and the proper fulfillment of all cooperation obligations of the purchaser; the same applies to delivery or performance dates.
2. In the event of mutually agreed changes to the order item, delivery or performance periods and delivery or performance dates must be newly agreed. This also applies if the order item was renegotiated after the conclusion of the contract without any change being made to the order item.
3. Delivery or performance periods and delivery or performance dates are subject to defect-free and timely preliminary deliveries as well as unforeseeable production disruptions.
4. The delivery or performance time is met if the delivery or performance item has left our plant by its expiry or has been handed over to the commissioned transport company at our plant or if we have indicated completion for collection.
5. We are entitled to make the agreed delivery or performance before the agreed time.

§ 7 Acceptance Default

1. If the purchaser does not accept the goods at the agreed delivery date or upon the expiry of the agreed delivery period due to circumstances attributable to them, we are entitled to claim compensation for the resulting additional expenses. In particular, we are entitled to charge storage costs of 0.5% for each started month, but no more than 5% of the delivery or service price, to the purchaser. The proof of higher or lower storage costs remains unaffected for the contractual parties.
2. We are authorized to determine a suitable storage location at the purchaser’s expense and risk and to insure the delivery or performance items at their cost.
3. We are entitled to claim compensation instead of performance, we are entitled to demand 15% of the price as compensation, without prejudice to the possibility of claiming higher actual damages, if the purchaser does not prove that no damage has occurred or is significantly lower than the lump sum.

§ 8 Force Majeure

In cases of force majeure, our delivery and performance periods will be extended by the duration of the disruption plus a reasonable start-up period. This includes, but is not limited to, circumstances beyond our control, such as war, fire damage, epidemics (e.g., COVID-19, influenza), strikes, lockouts, traffic disruptions, official decrees, operational interruptions, or significant operational disturbances (e.g., material or energy shortages) at our company, subcontractors, or suppliers. This applies even if we were already in default when these circumstances occurred. We will inform the customer of the beginning and end of such obstacles without delay. If delivery or performance is delayed by more than six weeks, both the customer and we are entitled to withdraw from the contract for the part affected by the performance disruption. No compensation will be granted to the contracting parties in this respect. Any reserved right of emergency production by the customer is excluded unless it has been agreed upon or negotiated with us.

§ 9 Payment Terms

All prices are quoted in euros, net “ex works,” plus the statutory VAT at the time of invoicing unless otherwise agreed. Incidental costs such as packaging, freight, shipping costs, customs duties, installation, insurance, and bank charges will be billed separately. Insurance for the shipped goods will be provided by us only upon request and at the customer’s expense.

In contracts with a term of more than 12 months and in indefinite contracts, each party is entitled to request negotiations for a reasonable price adjustment considering significant changes in labor, material, or energy costs. We are also entitled to adjust the agreed price if changes arise before or during the execution of the order due to incorrect information or documents provided by the customer or if the customer requests changes.

We are entitled to demand a reasonable advance payment upon conclusion of the contract.

If a binding order quantity is not agreed upon, we will base our calculation on the customer’s expected, non-binding order quantity (target quantity/forecast) for a specific period. If the customer orders less than the target quantity, we are entitled to increase the unit price appropriately.

Invoices are due for payment without deductions within 10 days from the invoice date unless otherwise agreed. In case of non-payment, the customer will be in default without further notice. Discounts and rebates are only granted by special agreement. Partial payments require a separate written agreement.

Payment by bill of exchange requires a separate prior agreement. The customer bears discount charges and bill costs. Invoice settlement by check or bill of exchange is made solely for the purpose of performance and is considered payment only after unconditional credit.

If we have multiple outstanding claims against the customer and the customer’s payments are not allocated to a specific claim, we are entitled to determine which of the outstanding claims the payment is applied to.

In the event of payment default, deferment, or partial payment, we are entitled to charge bank-standard default interest, but at least 10 percentage points p.a. above the respective base rate, and to withhold further services until all due invoices are settled. Proof of higher damages remains reserved.

If there are justified doubts about the customer’s solvency or creditworthiness, e.g., due to slow payment, default, or check protest, we are entitled to demand securities or cash payment concurrently with our performance. If the customer does not comply with this demand within a reasonable period set for him, we are entitled to withdraw from the unfulfilled part of the contract or to suspend deliveries until payments are received. The period is dispensable if the customer is obviously unable to provide security.

The customer is only entitled to offset claims against our claims if his counterclaim is undisputed by us, legally established, or ready for decision. This offsetting prohibition does not apply to counterclaims arising from the same contractual relationship. The assignment of claims against us requires our consent.

The customer has a right of retention only if the counterclaim is based on the same contractual relationship and is undisputed or legally established or disputed but ready for decision. If our performance is indisputably defective, the customer is entitled to retention only to the extent that the withheld amount is in a reasonable proportion to the defects and the anticipated costs of remedying the defects.

Payment dates remain in effect even if delivery delays occur without our fault.

For intra-community deliveries, we require a so-called confirmation of receipt from the customer to be exempt from VAT. The customer is therefore obligated to confirm in writing after receiving the contractual item that he has received the contractual item as an object of intra-community delivery.

If VAT is not included in our invoice, particularly because we assume an “intra-community delivery” according to § 4 No. 1 b i.V.m. § 6 a UStG based on the customer’s information, and we are subsequently charged with VAT (§ 6 a IV UStG), the customer is obliged to pay us the amount with which we are charged. This obligation exists regardless of whether we subsequently have to pay VAT, import VAT, or comparable taxes domestically or abroad.

§ 10 Transfer of Risk, Packaging

The place of performance for the ordered services and payments is our business location.

The customer is obliged to accept the services as soon as we notify him of their completion. If the customer does not accept the services within two weeks of notification, the acceptance is considered to have taken place.

The risk of loss, damage, or destruction of the goods transfers to the customer upon notification of completion of the goods. If shipping has been agreed upon, the risk transfers to the customer with the dispatch of the goods or their handover to the transport company.

Unless otherwise agreed, we determine the type and scope of the packaging. Disposable packaging is disposed of by the customer.

If the shipment is made in returnable packaging, it must be returned freight-free within 30 days of receipt of delivery. The customer is liable for loss and damage to the returnable packaging. Returnable packaging must not be used for other purposes or to accommodate other items. They are only intended for transporting the delivered goods. Labels must not be removed.

In case of damage or loss of goods during transport, the customer must immediately initiate an inventory and notify us. Claims for any transport damage must be made by the customer immediately to the carrier.

§ 11 Obligation to Examine and Report Defects

The customer is obliged to inspect the goods immediately after delivery according to § 377 HGB or comparable foreign or international regulations and to notify us in writing or text form of any defects and damages discovered during the inspection or later without delay. Otherwise, the delivery is considered approved as defect-free. For services and work, the regulation of § 377 HGB applies accordingly.

The further use of defective deliveries or services is not permitted. If a defect could not be discovered upon receipt of goods or during service provision, any further use of the delivery or service item must be stopped immediately upon discovery.

The customer will promptly provide us with a representative quantity of defective parts. He will grant us the time required to examine the reported defect. In case of unjustified complaints, we reserve the right to charge the customer for the incurred inspection effort.

The defect notification does not release the customer from fulfilling his payment obligations.

§ 12 Warranty

The basis of liability for defects is the agreed condition of the delivery and service items between us and the customer in the form of agreed specifications, drawings, technical data, or other (technical) documents. If no condition is agreed, the presence of a defect is determined by statutory provisions. If there is a defect in the delivery or service items, we are entitled, at our discretion, to remedy the defect, provide a replacement, or credit within a reasonable period. Repairs by the customer or third parties commissioned by him require our approval. In urgent cases, they are only permissible if a, even short, period has been set for us to remedy the defect and this has expired unsuccessfully.

For third-party products, even if they are installed in the delivery items or otherwise used, we are entitled to initially limit our liability to the assignment of warranty claims we have against the supplier of the third-party products unless satisfaction from the assigned right fails or the assigned claim cannot be enforced for other reasons.

Customer claims for expenses required for the purpose of supplementary performance, in particular transport, travel, labor, material, and replacement costs, are excluded if the expenses increase because the goods were subsequently moved to a location other than the original place of performance.

The same warranty conditions apply to replacement services and repairs as to the originally delivered item.

The customer bears the costs incurred by us due to unjustified defect notifications.

Warranty claims against us are only available to the immediate customer and are not assignable without our consent.

The preceding paragraphs contain the final warranty for our products and services unless otherwise agreed.

§ 13 Legal Defects, Intellectual Property Rights

Orders based on drawings, sketches, or other information provided by the customer are carried out at the customer’s risk. If we infringe third-party intellectual property rights due to the execution of such orders, the customer indemnifies us from claims by these rights holders.

Our liability for intellectual property rights infringements related to the use of the delivery or service items or their combination or use with other products is excluded.

In the case of such legal defects, we are entitled to procure the necessary licenses or eliminate the defects by modifying the delivery or service item to a reasonable extent.

Unless otherwise agreed, our liability for the infringement of third-party intellectual property rights is limited to those rights registered and published in Germany.

We reserve all ownership and intellectual property rights, as well as copyrights, to the materials, products, designs, forms, samples, services, drawings, illustrations, calculations, and other (technical) documents provided by us. Any transfer to third parties requires our prior written consent.

§ 14 Liability

We are only liable for the company’s obligations with the company’s assets.

In the case of simple negligence, we are only liable for the breach of a significant contractual obligation. Liability is limited to the contract-typical, foreseeable damage.

In the case of assured properties, our liability is limited to the scope

and amount of our product liability insurance. The coverage corresponds to the recommendations for business and product liability insurance by the Gesamtverband der Deutschen Versicherungswirtschaft. The coverage amount for insured events in the insurance contract is at least 2 million euros per damage event and double that per insurance year. If this does not or does not fully cover the liability, we are liable up to the coverage amount.

Compensation claims for personal injury and claims under the Product Liability Act are subject to statutory provisions.

Limiting liability agreements in the contract also apply to the customer’s tort claims.

Further compensation liability beyond the preceding regulations is excluded. The customer’s recourse claims against us exist only insofar as he has not agreed with his customer any terms beyond the statutory defect and compensation claims. Our liability is excluded to the extent that the customer has effectively limited his liability to his customer.

To the extent that our liability is limited or excluded, this also applies to the personal liability of our employees, workers, staff, representatives, and vicarious agents.

To the extent that our liability is limited or excluded, the customer is obliged to indemnify us from third-party claims upon request.

The customer is obliged to report third-party claims to us immediately.

§ 15 Limitation Period

The limitation period for claims and rights due to defects in our products, services, and works, as well as the resulting damages, is 1 year. This does not apply if the law prescribes longer periods. The limitation period starts according to the statutory provisions.

The limitation period in paragraph 1, sentence 1 also does not apply in cases of intent, if we have fraudulently concealed the defect or assumed a quality guarantee, for compensation claims due to personal injury or deprivation of liberty, for claims under the Product Liability Act, and in cases of gross negligence or breach of significant contractual obligations.

Remedial measures do not suspend the limitation period for the original performance obligation, nor do they cause a new limitation period to begin.

§ 16 Acquisition of Ownership

We retain ownership of all contractual items until all claims from the business relationship with the customer have been fully settled.

If our property is processed, combined, or mixed with third-party property, we acquire ownership of the new item according to § 947 BGB. If processing, combination, or mixing occurs in such a way that the third-party service is considered the main item, we acquire ownership in proportion to the value of our service to the third-party service at the time of processing.

If we acquire ownership of an item through our service, we retain ownership of this item until all existing claims from the business relationship with the customer are settled.

The customer is obliged to store the reserved goods carefully and, if necessary, to carry out timely maintenance and repair work at his expense. The customer must insure the reserved goods at his own expense against loss and damage. Security claims arising in the event of damage must be assigned to us.

The customer is entitled to resell the item in the ordinary course of business as long as he fulfills his obligations from the business relationship with us. In this case, the claim arising from the sale is considered assigned to us in the ratio in which the value of our performance secured by the retention of title relates to the total value of the sold goods. The customer remains entitled to collect this claim even after the assignment. Our right to collect the claim ourselves remains unaffected.

The customer’s right to dispose of the goods subject to our retention of title and to collect the assigned claims expires as soon as he fails to meet his payment obligations or an application for the opening of insolvency proceedings is filed. In these cases, as well as in cases of other contractual breaches by the customer, we are entitled to take back the goods delivered under retention of title.

The customer must inform us immediately if there are threats to our retention of title, especially in cases of insolvency, inability to pay, and enforcement measures. At our request, the customer must provide all necessary information about the status of the goods in our (co-) ownership and the assigned claims and inform his customers about the assignment. The customer supports us in all measures necessary to protect our (co-) ownership and bears the resulting costs.

For all claims from the contract, we have a lien on the customer’s items that have come into our possession under the contract. The lien can also be asserted for claims from previous deliveries or services, as far as they are related to the delivery or service item. The lien applies to other claims from the business relationship only if they are undisputed or legally established. The provisions of §§ 1204 ff. BGB and § 50 Abs. 1 of the Insolvency Code apply accordingly.

If the realizable value of the securities exceeds our claims by more than 15%, we will release securities of our choice at the customer’s request.

§ 17 Production Means

Special production means, such as samples, tools, and templates, necessary for executing the order will or remain our property, even if the customer has paid for a portion of the production means.

The production means are only used for the customer’s orders as long as the customer meets his payment and acceptance obligations. We are only obliged to maintain and replace these tools free of charge if required to fulfill a quantity guaranteed to the customer.

The production costs for the production means are billed separately from the delivered goods unless otherwise agreed. This also applies to tools that must be replaced due to wear and tear. Partial tool costs will be listed separately in the offer and order confirmation; they are due without deduction upon conclusion of the contract. It should also indicate whether and how tool cost shares paid may be amortized.

If it is agreed that the customer will become the owner of the tools, ownership of the tools passes to him after payment of the purchase price. The handover of the tools to the customer is replaced by our storage obligation. Regardless of the customer’s statutory right to surrender and the lifespan of the tools, we are entitled to exclusive possession of the tools until a minimum quantity to be agreed upon by the customer or until the expiration of a specific period. We will mark the tools as third-party property and insure them at the customer’s expense upon request.

If the customer suspends or terminates cooperation during the production of the production means, all incurred production costs up to that point are his responsibility unless we are responsible for the termination.

For customer-owned tools according to paragraph 4 or tools provided by the customer on loan, our liability for storage and care is limited to the care in our affairs. The customer bears the costs for maintenance and insurance. Our obligations expire if the customer does not pick up the tools within 14 days after being requested to do so.

As long as the customer does not fully meet his contractual obligations, we have a right of retention to the tools. Our statutory liens remain unaffected.

§ 18 Material Provision

If the customer provides us with items for processing, the following provisions apply:

The provided item will only be inspected by us for externally visible defects and damage upon delivery. We are not obliged to conduct further checks. Notified defects or damages will be reported to the customer within 10 working days from the discovery of the defect.

The provided item must be made of a well-processable material of normal or agreed quality. Otherwise, we will charge the customer for the necessary additional effort. Agreed delivery and performance periods of our company are extended accordingly if the assumed quality per sentence 1 is not met and delays occur.

If the provided item proves unusable due to material defects, the customer must reimburse us for the processing costs incurred.

We are not liable for damages caused by inaccurate labeling and marking of the item provided by the customer.

The customer is obliged to compensate us for all damages, including lost profits, resulting from the provision of unprocessable material.

No replacement is provided for scrap occurring in the usual industry range.

§ 19 RoHS and Electrical Act

Before placing an order, the customer must check whether our delivery, after further processing, falls under the scope of the Electrical Act and inform us accordingly. If we do not receive notification, we assume that the workpieces are not built into products or connected with products that are classified under § 2 Abs. 1 of the Electrical Act.

In case of violation of the Electrical Act, our liability is excluded to the extent that this violation is based on the customer’s failure to inform us. Should third-party claims be made against us due to this violation, the customer must indemnify us from these claims.

§ 20 Confidentiality

The customer agrees to treat all protectable aspects of the business relationship confidentially. In particular, he will treat all non-public commercial and technical details known to him through the business relationship as trade secrets. Information or aspects of the business relationship that were already publicly known at the time of disclosure or such information or aspects of the business relationship already demonstrably known to the contracting party before disclosure by us are not subject to the confidentiality obligation. The customer ensures that his employees are also obligated to confidentiality accordingly.

Duplication of the documents provided to the customer is only permitted within the scope of operational requirements and copyright provisions.

All documents may not be made accessible to third parties or used outside the intended purpose without our written consent.

Disclosure of the business relationship with us to third parties may only occur with our prior written consent; the customer must also obligate the third parties to confidentiality through a similar agreement.

The customer may only advertise the business relationship with us with prior written consent; he is also obligated to confidentiality after the end of the business relationship.

§ 21 Export and Importability

If export is not agreed with us, we are not obliged to check whether the export of the products supplied by us requires approval. The risk of the export and importability of ordered products lies with the customer. It is the customer’s responsibility to verify this, e.g., by an inquiry with the Federal Office of Economics and Export Control (BAFA) in Eschborn near Frankfurt am Main.

§ 22 Jurisdiction and Applicable Law

The place of jurisdiction is, at our choice, either the court responsible for our business location or the customer’s business location.

For

business relations with the customer, only the law of the Federal Republic of Germany applies. The applicability of the CISG – “UN Sales Law” is excluded.

If individual parts of these general terms and conditions are invalid, the validity of the remaining provisions is not affected.

§ 23 Data Protection

We treat all customer data exclusively for business processing purposes and following the applicable data protection regulations. The customer has the right to request information about his collected, processed, and used personal data from us in writing.

§ 24 Contact Information

Harry Roth Präzisionsdrehteile GmbH & Co. KG Brunnenrain 1 79183 Waldkirch

Managing Directors: Lars Bischoff, Robert Bischoff

Phone: 07681-2008-0 Fax: 07681-2008-46 Email: info@harry-roth.de

Local Court Freiburg HRA 700168

VAT ID: DE814734182

Personally liable partner: Bischoff Drehteile Vertriebs GmbH Local Court Freiburg HRB 602516