1.1 Only the following Terms and Conditions shall govern our deliveries

and services. Terms and conditions opposing or deviating

from our Terms and Conditions shall not apply unless we have

expressly approved the application thereof. The following conditions

shall also apply if, notwithstanding our knowledge of terms

and conditions of the customer opposing or deviating from our

Terms and Conditions, we unconditionally perform delivery to

the customer.

1.2 Oral agreements before or at the time when the contract was

concluded shall require written confirmation by us to be effective.

1.3 If the customer fails to accept our quotation within two weeks

of receipt thereof, we shall be entitled to cancel.

1.4 These Terms and Conditions shall also govern all future deliveries

to the customer pending the entry into effect of our new

terms and conditions of delivery.

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2.1 Invoices shall be calculated on the basis of the prices in effect

on the date of order receipt plus value-added tax. Value-added

tax will not be charged only in those cases where the conditions

have been met for export shipments to be exempted from such

tax.

2.2 In the absence of any special agreement, prices shall be

deemed to be “ex works” (Incoterms® 2020) excluding packaging.

2.3 We reserve ourselves the right to modify our prices accordingly

if increases in costs, particularly on account of changes in wages

or material prices, occur after the contract has been concluded.

2.4 Spare parts and products which have been repaired shall be

shipped against a reasonable flat rate charge for shipping and

packaging plus the charge for the service rendered by us, except

where this is covered by liability for defects.

3.1 The precondition for the commencement of and compliance

with delivery dates agreed upon is that the collaboration duties

shall have been performed by the customer, in particular the

timely delivery of the entire materials, documentation, approvals,

examinations and clearances to be provided by the customer

and the compliance with payment terms agreed upon. If

these preconditions are not duly met in good time, the delivery

dates shall be reasonably extended; this shall not apply if the

supplier is solely responsible for the delay.

3.2 If non-compliance with the delivery date is due to force majeure

or to other disturbances beyond our control e.g. war, terrorist

attacks, import or export restrictions, including such disturbances

affecting subcontractors, the delivery dates agreed upon

shall be extended by the period of time of the disturbance. This

also applies to industrial action affecting either us or our suppliers.

3.3 If we are in default with our delivery, the customer shall declare

upon our request and within a reasonable period of time whether

it insists upon performance of delivery or asserts its other

statutory rights.

3.4 In case of delayed delivery, the customer may rescind the

contract within the framework of statutory provisions only insofar

as we are responsible for the delay.

3.5 Clause 9 applies to claims to damages by the customer on

account of delayed delivery.

3.6 If a customer is in default of acceptance or if a customer culpably

violates its collaboration duties, we have the right to demand compensation for the damage incurred by us in this respect

including further additional expenditure in an amount of

0.5 % of the price of the products for delivery but not exceeding,

on aggregate, 5 % of the price of the products for delivery.

The contracting parties reserve the right to prove higher or lower

costs of additional expenditure. The right to raise further

claims on account of default of acceptance shall remain unaffected

hereby.

3.7 Part shipments and corresponding invoices are admissible unless

this is an unreasonable hardship for the customer.

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4.1 Delivery is effected “ex works” (Incoterms® 2020) except as

expressly otherwise agreed.

5.1 The customer must notify us in writing immediately, no later

than 15 days after receipt of the goods, of any recognisable defects.

Any other defects must be notified by the customer in

writing immediately after discovery thereof.

5.2 The date of receipt by us of notification of a defect shall determine

whether or not notification is in good time.

5.3 If the notification of a defect is unjustified we shall be entitled

to demand compensation from the customer for any expenses

we have incurred unless the customer can prove that it is not at

fault regarding the unjustified notification of a defect.

5.4 Claims on account of defects shall be excluded if the notification

of the defect is not received in good time.

The customer may not refuse to take delivery on account of minor

defects.

7.1 Claims on account of defects shall become time-barred after a

period of 12 months. The foregoing provision shall not apply insofar

as longer time bar periods are prescribed by statute pursuant

to Section 438 para 1 (2) (building constructions and

goods for building constructions), Section 479 para 1 (claim to

recourse) and Section 634a (construction defects) German Civil

Code [BGB].

7.2 The time bar period for defects commences as follows:

a) in case of products for vehicle and engine equipment on the

date on which the product is put into use, i.e. in case of original

equipment on the date of first registration of the vehicle and in

other cases upon installation, but no later than 6 months after

delivery of the product (date of transfer of risk);

b)in all other cases upon delivery of the product (date of transfer

of risk).

7.3 If a defect arises during the time bar period the cause of which

already existed on the date of transfer of risk, we may effect

subsequent performance at our discretion either by remedying

the defect or delivering a defect-free product.

7.4 The time bar does not start to run again as a result of the

subsequent performance.

7.5 If subsequent performance should be abortive, the customer

may – without prejudice to any claims to damages – rescind the

contract or reduce the amount of payment in accordance with

statutory provisions.

7.6 Claims by the customer on account of expenditure required for

the purpose of subsequent performance, in particular costs of

transport, transportation, labour and materials, shall be governed

by statutory provisions. They shall, however, be excluded

insofar as such expenditure is increased due to the fact that the

product delivered was subsequently taken to a place other than

the branch operation of the customer unless such removal is in

accordance with the designated use of the product.

7.7 Claims for subsequent performance do not exist in case of

merely inconsiderable deviation from the quality agreed upon or

in case of only minor impairment to the use of the product. Further

rights shall remain unaffected hereby.

7.8 The following are not deemed to be defects:

- ordinary wear and tear;

- characteristics of the product and damage caused after the

date of transfer of risk due to improper handling, storage or

erection, non-compliance with installation or handling regulations

or to excessive strain or use;

- characteristics of the product or damage caused by force

majeure, special external circumstances not foreseen under

the terms of the contract or due to the use of the product

beyond normal use or the use provided for under the terms

of the contract;

Claims on account of defects do not exist if the product is modified

by third parties or due to the installation of parts manufactured

by third parties unless the defect has no causal connection

with the modification.

We assume no liability for the quality of the product based on

the design or choice of material insofar as the customer stipulated

the design or material.

7.9 Claims to recourse against us by the customer shall only exist

insofar as the customer has not reached any agreements with

its customer which are more far-reaching than statutory claims

on account of defects, for instance accommodation agreements.

7.10 Our obligation to pay damages and to compensate for abortive

expenditure within the meaning of Section 284 BGB on account

of defects shall be governed by clause 9 in all other respects.

Any further-reaching claims or claims by the customer on account

of defects other than those covered by this clause 7 are

excluded.

7.11 The provisions of this clause 7 shall apply mutatis mutandis to

defects of title which are not constituted by the infringement of

third party industrial property rights.

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8.1 We shall not be liable for claims arising from an infringement of

third party intellectual or industrial property rights or copyright

(hereinafter: industrial property right) if the industrial property

right is or was owned by the customer or by an enterprise in

which the customer holds, directly or indirectly, a majority of

the shares or voting rights.

8.2 We shall not be liable for claims arising from an infringement of

third party industrial property rights unless at least one industrial

property right from the property right family has been published

either by the European Patent Office or in one of the following

countries: Federal Republic of Germany, France, Great

Britain, Austria or the USA.

8.3 The customer must notify us immediately of (alleged) infringements

of industrial property rights and of risks of infringement

in this respect which become known and, at our request – insofar

as possible – allow us to conduct the litigation (including

non-judicial proceedings).

8:4 We are entitled, at our discretion, to obtain a right of use for a

product infringing an industrial property right, to modify it so

that it no longer infringes the industrial property right or to replace

it by an equivalent substitute product which no longer infringes

the industrial property right. If this is not possible subject

to reasonable conditions or within a reasonable period of

time, the customer shall – insofar as the customer allowed us to

carry out a modification – be entitled to the statutory rights of

rescission. Subject to the aforementioned preconditions we too

shall have a right of rescission. The ruling set forth in clause 7.9

shall apply accordingly. We reserve the right to carry out the action

at our disposal under the terms of sentence one of this

clause 8.4 even if the infringement of the industrial property

right has not been ruled on by a court of law with res judicata

effect or recognised by us.

8.5 Claims by the customer are excluded insofar as the customer is

responsible for the infringement of the industrial property right

or if the customer has not supported us to a reasonable extent

in the defence against claims by third parties.

8.6 Claims by the customer are also excluded if the products were

manufactured in accordance with the specifications or instructions

of the customer or if the (alleged) infringement of the industrial

property right ensues from the use in conjunction with

another product not stemming from us or if the products are

used in a manner which we were unable to foresee.

8.7 Our obligation to pay damages in case of infringements of

industrial property rights is governed by clause 9 in all other respects.

8.8 Clauses 7.1 and 7.2 apply mutatis mutandis to the time bar for

claims based on infringements of industrial property rights.

8.9 Further-reaching claims or claims other than those claims of the

customer governed by this clause 8 on account of an infringement

of third party industrial property rights are excluded.

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9.1 We are liable to pay damages and compensation of abortive

expenditure within the meaning of Section 284 BGB (hereinafter

referred to as damages) on account of a violation of contractual

and non-contractual obligations only in case of

(i) intent or gross negligence,

(ii) in case of negligent or deliberate fatal injury, physical injury

or injury to health,

(iii) on account of assuming a quality or durability guarantee,

(iv) in case of a negligent or deliberate breach of material contractual

duties,

(v) on account of compulsory statutory liability pursuant to the

German Product Liability Act or

(vi) on account of any other compulsory liability.

9.2 The damages for a breach of material contractual duties are,

however, limited to foreseeable damage, typical for the type of

contract, except in the event of intent or gross negligence or on

account of fatal injury, physical injury or injury to health or on

account of assuming a quality guarantee.

9.3 Liability for damages exceeding that provided for in clause 9 is

excluded irrespective of the legal nature of the claim raised.

This applies in particular to claims for damages arising from culpa

in contrahendo (fault arising in conclusion of a contract), on

account of other breaches of duty and to tort claims for compensation

of property damage pursuant to Sec 823 BGB.

9.4 Insofar as liability for damages is excluded with respect to us,

this also applies to the personal liability for damages of our employees,

representatives and of persons engaged by us in performance

of our obligations.

9.5 No change to the burden of proof to the detriment of the customer

is connected with the aforementioned rulings.

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10.1 We retain title to the products delivered pending full performance

of all claims to which we are entitled on the basis of the

business relationship now and in future.

10.2 Insofar as maintenance and inspection work is required to the

products to which we have retained title, the customer must

conduct such work punctually at its own expense.

10.3 The customer is entitled to process our products or connect

them with other products within the due course of the customer’s

business. By way of security for our claims set forth in

clause 10.1 above we shall acquire joint ownership in the products

created as a result of such processing or connection. The

customer hereby transfers such joint ownership to us now already.

As an ancillary contractual obligation the customer shall

store free of charge the goods to which we have retained title.

The amount of our joint ownership share shall be determined by

the ratio between the value of our product (calculated in accordance

with the final invoice amount including VAT) and the

value of the product created by processing or connection at the

time of such processing or connection.

10.4 The customer shall be entitled to sell the products in the normal

course of business against cash payment or subject to retention

of title. The customer assigns to us now already all claims in full

together with all ancillary rights to which the customer is entitled

from the further sale of our product, irrespective of whether

our product has been further processed or not. The assigned claims act as security for our claims set forth in clause 10.1

above. The customer is entitled to collect the claims assigned.

We may revoke the rights of the customer as set forth in this

clause 10.4 if the customer fails to duly perform its payment obligations

with respect to us, is in default of payment, suspends

its payments or if the customer files for insolvency proceedings

or similar proceedings to be instituted with respect to its assets

for debt settlement. We may also revoke the rights of the customer

pursuant to this clause 10.4 if the customer’s asset position

should deteriorate materially or threaten to deteriorate or if

the customer is insolvent or overindebted.

10.5 At our request the customer shall advise us immediately in

writing of the parties to whom the products to which we have

retained title or joint title have been sold and of the claims to

which the customer is entitled on the basis of such sale and

shall issue to us deeds officially authenticated at the customer’s

expense relating to the assignment of the claims.

10.6 The customer is not entitled to effect any other disposals of the

products to which we have retained title or joint title or of the

claims assigned to us. The customer must notify us immediately

of any attachments of or other impairments to the rights of

products or claims belonging to us either in whole or in part.

The customer shall bear the entire costs which have to be expended

in order to cancel the attachment of our retained property

or security by third parties and to re-create the product insofar

as it is impossible to retrieve it from the third parties.

10.7 If the value of the security existing for us exceeds the amount

of our claims by a total of over 10 %, we shall release security

to this extent at our discretion at the customer’s request.

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11.1 In the event of the customer’s acting in breach of contract, in

particular in case of default of payment, we have the right,

notwithstanding our other contractual and statutory rights, to

withdraw from the contract after expiry of a reasonable extended

deadline.

11.2 We have the right to withdraw from the contract without setting

an extended deadline if the customer suspends its payments or

if the customer files for insolvency proceedings or similar proceedings

to be instituted with respect to its assets for debt settlement.

11.3 We are also entitled to withdraw from the contract without

setting an extended deadline if:

(i) the customer’s asset position should deteriorate materially

or threaten to deteriorate and, as a result, the performance

of a payment obligation to us is jeopardized, or

(ii) if the customer is insolvent or overindebted.

11.4 After declaration of such withdrawal, the customer shall immediately

grant us or our agents access to the products to which

we have retained title and surrender them. After respective notification

in good time we may also otherwise market the products

to which we have retained title in order to satisfy our due

claims against the customer.

11.5 Statutory rights and claims shall not be restricted by the provisions

contained in this clause 12.

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12.1 Deliveries and services (contractual performance) shall be subject

to the proviso that there are no obstacles to performance

due to national or international export control regulations, in

particular embargos or other sanctions. The customer undertakes

to provide all information and documentation which is required

for export and shipment. Delays due to export examinations

or approval procedures render deadlines and delivery

dates inapplicable. If necessary approvals are not granted or if

the delivery and service are not capable of being approved, the

contract shall be considered not concluded with respect to the

parts affected.

12.2 We have the right to terminate the contract without notice if

such termination is necessary for us in order to comply with

national or international legal provisions.

12.3 In the event of termination pursuant to clause 12.2, the customer

is excluded from raising a claim for any damage or other

rights on account of the termination.

12.4 When passing on the products delivered by us (hardware and/or

software and/or technology and the respective documents, irrespective

of the manner in which they are made available) and

work and services performed by us (including technical support

of all kinds) to third parties in Germany and abroad, the customer

must comply with the respectively applicable provisions of

national and international (re-) export control law.

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13.1 All of the business and technical information stemming from

us (including characteristics which can be deduced from goods

or software delivered and other knowledge or experience)

shall be kept secret with respect to third parties if and as long

as such information is not proven to be public knowledge or

determined by us to be resold by the customer and it may only

be made available to those persons within the customer’s

own operation who necessarily have to be included in the use

thereof and who are also committed to secrecy; the information

shall remain our exclusive property. Without our prior

written consent such information may not be duplicated or

commercially used. At our request all information stemming

from us (including, if applicable, any copies or duplicates prepared)

and goods made available on loan must be returned to

us immediately in full or destroyed.

13.2 We reserve all rights to the information mentioned in clause

13.1 above (including copyright and the right to file applications

for industrial property rights such as patents, utility

models, semiconductor protection etc.).

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14.1 Except as otherwise agreed in writing, payment shall be effected

within 30 days of the invoice date without any deductions

whatsoever. We may also, however, make delivery conditional

upon contemporaneous payment (for instance cash on delivery

or bank direct debiting service) or on pre-payment.

14.2 We are entitled to offset payments made against the oldest

claim due.

14.3 In case of delayed payment we are entitled to charge default

interest at 8 percentage points above the base interest rate.

The right to assert a claim on account of further damage is not

excluded.

14.4 Payment by bill of exchange is only admissible following prior

agreement with us. We only accept bills of exchange and

cheques on account of performance and they shall not be

deemed to constitute payment until honoured. The costs of redeeming

a bill of exchange or cheque shall be borne by the customer.

14.5 If the customer is in arrears in payment we shall be entitled to

demand immediate cash payment of all claims arising from the

business relationship which are due and against which there is

no defence. This right shall not be barred by a deferral of payment

or by the acceptance of bills of exchange or cheques.

14.6 The customer shall only have the right to offset counterclaims

insofar as the customer’s counterclaims are undisputed, ruled

with res judicata effect by a court of law or are ready for a decision

after pending suit.

14.7 The customer shall only be entitled to withhold payments to the

extent that its counterclaims are undisputed, ruled with res judicata

effect by a court of law or are ready for a decision after

pending suit.

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15.1 Dimesions and weight specifications in our quotations and order

confirmations only represent approximate values. In far as the

weight is used as a basis for prices, the weight determined by

ourselves shall be decisive.

15.2 Casting tools and other tools which we produce on our customers'

behalf remain our property, even if a proportion of the costs

have been charged to the customer. Tools which are placed at

our disposal are stored at the owner’s risk and are not insured by ourselves either against fire or theft. The customer is solely

responsible for the correct construction and ensuring that the

layout of the tools meets the purpose of application.

15.3 If as far as no casting is carried out within 3 years, we are

authorised, to scrap the respective tools without notifying

our customers.

15.4 In the case of tools which are the property of our customers,

we retain this right if a written notice of scrapping send to the

owner is not contested within a month.

15.5 We reserve the right to charge storage costs for non-moved

tools in any case without a time restriction.

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16.1 If one of the provisions of these Terms and Conditions and the

further contracts reached should be or become ineffective, this

shall not affect the validity of the remainder of the Terms and

Conditions. The contracting parties are obliged to replace the

ineffective provision by a ruling approximating most closely the

economic success intended by the ineffective provision.

16.2 The courts of Marburg (with regard to local court matters the

Amtsgericht (local court of) Marburg) or, at our discretion, if the

customer is,

- a registered merchant or

- has no general domestic place of jurisdiction or

- has moved its domicile or normal place of abode abroad after

entering into the contract or if its domicile or normal

place of abode is unknown,

the courts with jurisdiction at the registered office of the operating

facility carrying out the order, shall have jurisdiction and

venue.

We are also entitled to take legal action at the court having jurisdiction

at the registered office or a branch office of the customer.

16.3 All legal relationships between us and the customer shall be

exclusively bound by and construed in accordance with the laws

of the Federal Republic of Germany excluding the rules on the

conflict of laws and the United Nations Convention on Contracts

for the International Sale of Goods (CISG).

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