1. General provisions
1.1. The following General Conditions of Sale and Delivery (GCSD) shall apply to all contracts between Messrs. SCHÄFER Metallurgie GmbH (hereinafter referred to as SCHÄFER) and its customers, unless expressly agreed otherwise in writing between the parties or obligatorily prescribed by law. Terms and conditions of the customer that are contradictory to, or deviate from, these GCSDs will not be accepted, unless SCHÄFER has expressly agreed to their application. This shall also apply if SCHÄFER delivers an awarded contract without reservations, in awareness of conditions of the customer that are contradictory to, or deviate from, these GCSDs.
1.2. All agreements between SCHÄFER and the customer regarding the execution of this contract are set forth in writing in this contract.
1.3. These GCSDs only apply to entrepreneurs within the meaning of Section 310 Para. 1 German civil Code – BGB.

2. Offer – Offer documents
2.1. A purchase order to be qualified as an offer within the meaning of Section 145 BGB can be accepted by SCHÄFER within 2 weeks.
2.2. SCHÄFER reserves title and copyright to illustrations, drawings, calculations and other documents. This also applies to written docu-ments classified as „confidential“. The customer shall require the express, written consent of SCHÄFER prior to forwarding them to third parties.

3. Prices and terms of payment
3.1. All SCHÄFER prices are applicable ex-works. The prices shall be payable within 30 days from the date of issue of the invoice, plus the statutory value-added tax. SCHÄFER shall allow a discount of 2 % on the total invoice value if payment was made within 14 days after the date of invoice in the favour of the specified business account and if all previous invoices were settled at that time. Bills of exchange shall not be accepted as fulfilment.
3.2. The customer shall only be entitled to offset claims of SCHÄFER arising from this contract against undisputed, conclusively recognised or acknowledged claims. The customer shall only be authorised to exercise a right of retention if it is based on the same contractual relationship.

4. Delivery dates
4.1. Delivery dates shall only be deemed to be transactions for delivery by a fixed date (Section 286 Para. 2 No. 4 BGB, Section 376 German Commercial Code – HGB) if expressly designated as such in writing. If an undue delay in delivery occurs in these cases for reasons for which SCHÄFER is responsible, SCHÄFER shall be liable in accordance with the statutory provisions, if the customer can assert that his interest in further fulfilment of the contract has ceased to exist.
4.2. If agreed delivery dates cannot be met because the customer fails to comply with the duty to cooperate incumbent upon it, or if the custom-er defaults in taking delivery, SCHÄFER shall be entitled to demand compensation for the resultant damages, including any additional ex-penditure. The plea of non-performance is reserved.
4.3. If SCHÄFER is in default, the customer shall fix a reasonable period of grace with a threat of rejection. Following fruitless expiry of the period of grace, the customer shall be entitled to withdraw from the contract and demand compensation for damages.

5. Liability for defects
5.1. In the case of duly notified, existing defects (Section 377 HGB), SCHÄFER shall be given the opportunity of later fulfilment in the form of the remedying of the defects or, where appropriate, delivery of new, faultless goods.
5.2. If later fulfilment fails, the customer can, at its discretion, demand withdrawal from the contract or reduction of the purchase price.
5.3. SCHÄFER shall bear unlimited liability, in accordance with the statutory provisions, for own fault and for the fault of vicarious agents only in the event of wrongful intent and in cases where, owing to a breach of duty for which SCHÄFER is responsible, damage to life, limb or health is sustained or liability under the German Products Liability Act exists.
5.4. In the event of gross negligence and/or breach of a material contractual obligation, SCHÄFER shall be liable in accordance with the statu-tory provisions, although liability shall be limited to the foreseeable damage typically occurring.

6. Joint and several liability, vicarious liability

Regardless of the legal grounds, more extensive liability for damages than that provided for in Clause 5 shall be excluded. This limitation shall also apply if, rather than claiming damages, the customer claims compensation for useless expenditure instead of the performance. Insofar as compensation for damages is excluded or limited in Clauses 5 and 6, this shall also apply in relation to any personal liability for damages of the employees, representatives and vicarious agents of SCHÄFER.

7. Statute of limitation

7.1. Guaranties become barred by the statue of limitation within 12 months from awareness of the defect.
7.2. Liability claims become barred by the statue of limitation 12 months from awareness of the damage.
7.3. The guaranty does not include used machines, objects, etc.


8. Retention of title
8.1. SCHÄFER retains title to any machines, objects, salts, documents, etc. made available to the customer until receipt of all payments aris-ing from the contractual relationship. In the event of action in violation of the contract on the part of the customer, especially default in pay-ment, SCHÄFER shall be entitled to repossess the machines, objects, salts, documents, etc. made available. Such repossession shall not constitute withdrawal from the contract, unless such withdrawal is expressly declared in writing.
8.2. The customer must treat the purchased object carefully; in particular, he is obliged to adequately insure it at replacement value against fire, water damage and theft, at his own expense.
8.3. In the event of attachment or other third-party interventions, the customer must notify SCHÄFER in written form without delay, so that a suit can be filed pursuant to Section 771 German Code of Civil Pro-cedure (ZPO). Insofar as the third party is not in a position to reimburse SCHÄFER for the court and out-of-court costs of a suit pursuant to Section 771 ZPO, the customer shall be liable for the loss sustained by SCHÄFER.
8.4. The customer is entitled to resell the purchased object in the ordinary course of business; however, he shall even now assign to SCHÄFER all claims – up to the amount of the final invoice total (including VAT) of the claim existing against him – that accrue to him vis-à-vis his customers or third parties from such resale, regardless of whether the purchased object was resold without or after processing. The customer shall remain authorised to collect this claim even after assignment. The authority of SCHÄFER to itself collect the claim shall remain unaffected by this. However, SCHÄFER agrees not to collect the claim as long as the customer meets his payment obligations from the collected receipts, is not in default in payment and, in particular, no petition has been filed for commencement of composition or insolvency proceedings and payments have not been suspended. If this is the case, SCHÄFER can demand that the customer disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.
8.5. Processing or conversion of the purchased product by the customer is always performed for SCHÄFER. If the purchased object is processed together with other objects not belonging to SCHÄFER, SCHÄFER shall acquire co-ownership of the new object at the ratio of the value of the purchased object (final invoice total, including VAT) to the other processed objects at the time of processing. In all other respects, the same shall apply to the object resulting from processing as to the purchased object delivered subject to reservations.
8.6. If the purchased object is inseparably commingled with other objects not belonging to SCHÄFER, SCHÄFER shall acquire co-ownership of the new object at the ratio of the value of the purchased object (final invoice total, including VAT) to the other commingled objects at the time of comminglement. If comminglement takes place in such a way that the customer’s object is to be regarded as the principal object, it shall be deemed to be agreed that the customer transfers co-ownership to SCHÄFER on a pro rata basis. The customer shall preserve the resultant sole property or joint property for SCHÄFER.
8.7. SCHÄFER agrees, at the request of the customer, to release the securities to which SCHÄFER is entitled, insofar as the realisable val-ue of the securities exceeds the claims to be secured by more than 10%; the choice of the securities to be released shall be incumbent upon SCHÄFER.

9. Data protection
Until revocation by the customer, SCHÄFER shall be authorised to collect, save and process, or have processed by third parties, personal and other data of the customer entrusted to it, such as company name, address, telephone number, fax number, e-mail address, homepage, contacts, taxpayer’s number, VAT No., VAT ID No., arti-cles and own and customer article numbers, order quantities, order dates, order prices, terms of delivery and payment, shipping method, information on the carrier, address for invoices and deliveries, and the annual turnover, in the framework of their intended use. In the event of the data being processed by third parties, SCHÄFER shall oblige such third parties to maintain strict secrecy.

10. Legal venue, applicable law and place of performance

10.1. The place of performance shall be the place of business of SCHÄFER; if not otherwise agreed upon.
10.2. The legal venue shall be the place of business of SCHÄFER; SCHÄFER shall, however, be entitled also to sue the customer at his domicile.
10.3. The contract and all claims arising there from shall be subject exclusively to the law of the Federal Republic of Germany. The international purchase law shall be excluded. This shall apply expressively also to the application of the convention of the United Nations regarding the contracts on the International Sale of Goods (CISG). Basis of the contract is the text of the General Conditions of Sale and Delivery in the German version.