§ 1 Applicability of the Terms and Conditions

(1) The Seller's deliveries, services and offers shall be made exclusively on the basis of these Terms and Conditions. These Terms and Conditions shall be deemed accepted no later than upon receipt of the goods or services. The scope of the services shall be determined by our written order confirmation. Any confirmations or orders issued by the Buyer referring to its own General Terms and Conditions are hereby rejected.

(2) Deviations from these Terms and Conditions shall only be effective if confirmed by the Seller in writing.

§ 2 Offer and Conclusion of Contract

(1) The Seller's offers are subject to change and non-binding. Declarations of acceptance and all orders, with the exception of repair orders, shall only become legally effective upon written or electronic confirmation by the Seller. The same shall apply to amendments, modifications and ancillary agreements.

(2) Drawings, illustrations, dimensions, weights or other performance data shall only be binding if expressly agreed in writing.

(3) The Seller's sales employees are not authorised to enter into oral ancillary agreements or make oral assurances that go beyond the content of the written contract.

§ 3 Prices

(1) Unless otherwise stated, the Seller shall remain bound by the prices stated in its offers for a period of 30 days from the date of the offer. The prices stated in the Seller's order confirmation shall be decisive, plus the applicable statutory value-added tax. Additional deliveries and services shall be invoiced separately.

(2) Unless otherwise agreed, prices are ex works Mayen, plus standard packaging and freight to the place of destination (destination station). In the event of changes in the cost basis due to increases in material, labour and other costs up to the date of delivery, we reserve the right to adjust the price accordingly. Payment terms shall be agreed separately on a case-by-case basis, with payment based on costs incurred being the intended principle. In the event of payment delays, we shall charge annual interest at a rate of 2% above the applicable Bundesbank discount rate, but at least 5%. The withholding of payments or set-off against counterclaims shall not be permitted. We reserve the right to require the provision of appropriate security.

§ 4 Delivery and Performance Period

(1) Delivery dates or periods, whether binding or non-binding, must be agreed in writing.

(2) The Seller shall not be responsible for delays in delivery or performance caused by force majeure or by events that substantially impede or make delivery impossible for the Seller. Such events shall include, in particular, strikes, lockouts, machine breakdowns, official orders and similar circumstances, even if they occur at the Seller's suppliers or their subcontractors. This shall also apply in the case of bindingly agreed delivery periods and dates. The delivery or processing period shall be extended appropriately by the duration of the impediment plus a reasonable start-up period. In the event of the circumstances specified in sentence 1 of this paragraph, the Seller shall be entitled to withdraw from the contract in whole or in part with regard to the portion not yet fulfilled.

(3) If the impediment lasts for more than one month, the Buyer shall be entitled, after granting a reasonable grace period, to withdraw from the contract with regard to the portion not yet fulfilled. If the delivery period is extended or the Seller is released from its obligation to perform, the Buyer shall not be entitled to derive any claims for damages from this. The Seller may only invoke the aforementioned circumstances if it notifies the Buyer without undue delay.

(4) If the Seller is responsible for failing to meet bindingly agreed deadlines and dates or is in default, the Buyer shall be entitled to compensation for delay amounting to 1/2% for each completed week of delay, but in total not exceeding 5% of the invoice value of the deliveries and services affected by the delay. Further claims shall be excluded unless the delay is based on intent or gross negligence on the part of the Seller.

(5) The Seller shall be entitled to make partial deliveries and render partial services at any time.

§ 5 Transfer of Risk

The risk shall pass to the Buyer as soon as the shipment has been handed over to the person carrying out the transport or has left the Seller's warehouse for the purpose of shipment. If shipment becomes impossible through no fault of the Seller, the risk shall pass to the Buyer upon notification that the goods are ready for shipment.

§ 6 Warranty

(1) The Seller warrants that the products are free from manufacturing and material defects. The statutory warranty periods shall apply.

(2) The warranty period shall commence on the date of delivery. If the Seller's operating or maintenance instructions are not followed, modifications are made to the products, parts are replaced or consumables are used that do not comply with the original specifications, all warranty claims shall lapse.

(3) The Buyer must notify the Seller of defects in writing without undue delay, but no later than one week after receipt of the delivery item. Defects that cannot be discovered within this period even after careful inspection must be reported to the Seller in writing immediately after discovery. The Seller reserves the right to remedy the defect at its discretion.

This may be carried out in the following manner:

a) the defective part or equipment is sent to the Seller for repair and subsequent return;

b) the Buyer keeps the defective part or equipment available and the Seller sends a service technician to the Buyer to carry out the repair. If the Buyer requests that warranty work be carried out at a location specified by the Buyer, the Seller may comply with this request. Parts covered by the warranty shall not be charged, while working hours and travel expenses shall be invoiced at the Seller's standard rates.

(4) If the remedial work fails after a reasonable period, the Buyer may, at its discretion, demand a reduction in the remuneration or rescission of the contract.

(5) Liability for normal wear and tear shall be excluded.

(6) Warranty claims against the Seller shall only be available to the direct Buyer and shall not be assignable.

(7) The foregoing paragraphs conclusively govern the warranty for the products and exclude all other warranty claims of any kind. This shall not apply to claims for damages arising from express guarantees of quality intended to protect the Buyer against the risk of consequential damage caused by defects.

§ 7 Additional Work

Any necessary electrical or connection work or preparatory work shall not fall within the Seller's area of responsibility and shall always be carried out at the Buyer's expense and risk.

§ 8 Retention of Title

(1) Until all claims, including all balance claims arising from current accounts, to which the Seller is now or in the future entitled against the Buyer on any legal basis have been satisfied in full, the Seller shall be granted the following securities, which the Seller shall release at its discretion upon request insofar as their value permanently exceeds the claims by more than 20%.

(2) The goods shall remain the property of the Seller. Any processing or transformation shall always be carried out for the Seller as manufacturer, but without any obligation on its part. If the Seller's ownership or co-ownership is extinguished through combination with other goods, it is hereby agreed that the Buyer's co-ownership of the resulting unified item shall transfer to the Seller in proportion to its value (invoice value). The Buyer shall hold the Seller's co-ownership free of charge. Goods in which the Seller has ownership or co-ownership shall hereinafter be referred to as "retained-title goods".

(3) The Buyer shall be entitled to process and sell the retained-title goods in the ordinary course of business as long as it is not in default. Pledging or assignment by way of security shall not be permitted. The Buyer hereby assigns to the Seller in full, by way of security, all claims arising from the resale or any other legal basis (insurance, tort) relating to the retained-title goods, including all balance claims arising from current accounts. The Seller revocably authorises the Buyer to collect the claims assigned to the Seller in its own name and for the Seller's account. This collection authorisation may only be revoked if the Buyer fails to properly meet its payment obligations.

(4) In the event of third-party access to the retained-title goods, the Buyer shall point out the Seller's ownership and notify the Seller immediately.

(5) In the event of conduct contrary to the contract by the Buyer, in particular payment default, the Seller shall be entitled to take back the retained-title goods or, where applicable, demand assignment of the Buyer's claims for surrender against third parties. The taking back or seizure of the retained-title goods by the Seller shall not constitute withdrawal from the contract, unless the applicable instalment payment legislation provides otherwise.

§ 9 Payment

(1) Unless otherwise agreed, the Seller's invoice shall be payable immediately upon invoicing without deduction.

(2) A payment shall only be deemed made once the Seller has access to the amount. In the case of cheques, payment shall only be deemed made once the cheque has been cashed.

(3) If the Buyer is in default of payment, the Seller shall be entitled, from the relevant date, to charge interest at the rate charged by commercial banks for unsecured current-account overdrafts, plus statutory value-added tax. The interest rate shall be reduced if the Buyer proves that it has incurred a lower financial burden.

(4) If the Seller becomes aware of circumstances that call the Buyer's creditworthiness into question, in particular if a cheque is not honoured or the Buyer suspends payments, or if the Seller becomes aware of other circumstances that call the Buyer's creditworthiness into question, the Seller shall be entitled to declare the entire remaining debt immediately due and payable, even if it has accepted cheques. In this case, the Seller shall also be entitled to demand advance payments or the provision of security.

(5) The Buyer shall only be entitled to set off, retain or reduce payments, even if defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed.

§ 10 Design Changes

The Seller reserves the right to make design changes at any time; however, it shall not be obliged to implement such changes on products that have already been delivered.

§ 11 Confidentiality

Unless expressly agreed otherwise in writing, information submitted to the Seller in connection with orders shall not be considered confidential.

§ 12 Limitation of Liability

Claims for damages arising from impossibility of performance, positive breach of contract, culpa in contrahendo or tort shall be excluded against both the Seller and its vicarious agents or assistants insofar as the damage was not caused intentionally or by gross negligence.

§ 13 Applicable Law, Place of Jurisdiction, Severability

(1) These Terms and Conditions and the entire legal relationship between the Seller and the Buyer shall be governed by the laws of the Federal Republic of Germany.

(2) If the Buyer is a registered merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, 56727 Mayen shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

(3) Should any provision of these Terms and Conditions or any provision of other agreements be or become invalid, this shall not affect the validity of the remaining provisions or agreements. Additional Terms and Conditions for Processing Orders

§ 14 Materials

(1) We reserve the right to charge separately for special tools, gauges, fixtures and similar items that we are required to procure. Such items shall remain our property.

(2) Obligations of the Customer

The Customer shall provide us, free of charge at our works, with the parts intended for processing or the materials to be supplied by the Customer.

The Customer shall send us a shipping notification stating our order or quotation number. The Customer shall provide us with the exact material designation, including the material strength, intended use and, where required for processing, the chemical analysis.

The materials supplied shall be delivered to us dimensionally accurate, free-running, clean, cleaned and straightened, with normal machining allowances. It is also assumed that the nature and behaviour of the parts to be processed will not result in difficulties that could adversely affect processing, such as shrinkage cavities, distortion or cracking during heat treatment, release of stresses or non-weldable material.

If the above requirements are not met, we may charge the costs of additional work or replacement or withdraw from the contract, in which case the Customer shall pay a corresponding portion of the agreed remuneration. Waste material arising during processing shall become our property unless otherwise agreed. The equivalent value thereof has been taken into account in the pricing.

§ 15 Delivery Time

a) The processing period shall commence, subject to agreement between the parties, upon dispatch of the order confirmation, but not before receipt of the workpieces to be processed, provision of the documents, approvals and releases to be obtained by the Customer, and receipt of the agreed advance payment.

b) The processing period shall be deemed to have been met if, by its expiry, the processed item has left our works or notification has been given that it is ready for shipment. Partial deliveries shall be permitted.

c) The processing period shall be extended appropriately in the event of unforeseen obstacles beyond our control, irrespective of whether they occur at our works or at any subcontractors, such as strikes, lockouts or operational disruptions. We shall not be responsible for the aforementioned circumstances even if they occur during an existing period of default. In important cases, we shall notify the Customer without undue delay of the beginning and end of such obstacles.

d) No compensation for delay shall be granted unless a special agreement has been made in the individual case.

§ 16 Insurance

At the Customer's request, we shall be released from the obligation to take out, at the Customer's expense, the insurance policies requested by the Customer for the period during which the item to be processed remains at our works.

§ 17 Acceptance

Upon completion of the processing, the work shall be accepted by the Customer at our works. We shall notify the Customer in writing that the work is ready for acceptance. If defects are identified during acceptance, we shall remedy them within the scope of our warranty.

Minor defects shall not release the Customer from its obligation to accept the work, without prejudice to its rights under § 7 of these Terms and Conditions. If acceptance does not take place due to circumstances for which we are not responsible, the work shall be deemed accepted one week after dispatch of our notification that it is ready for acceptance. Special acceptance inspections must be agreed upon at the time of ordering; the costs of such inspections shall be borne by the Customer.

§ 18 Liability

We shall perform our services with the degree of care customary in our own affairs. We shall be liable for defective processing by remedying the defect through rework or, if this is not possible or cannot reasonably be expected, by processing a replacement item to be procured by the Customer free of charge for us.

Instead of carrying out rework or processing a replacement item, we shall be entitled to compensate the Customer for the demonstrably incurred damage resulting from the defects in full settlement of its claims, but limited to a maximum amount equal to the processing fee.

Any defects must be reported to us immediately. We must be given the necessary time and opportunity to remedy defects; otherwise, we shall be released from liability for defects.

If damage occurs to the item being processed in any other way than through defective processing and we have culpably caused such damage, the above provision shall apply accordingly.

Our liability, irrespective of the legal basis, shall be limited in total to the amount of the remuneration received for the processing.

We shall not be liable for defects resulting from the nature and behaviour of the materials during processing, such as shrinkage cavities, distortion or cracking during heat treatment, release of stresses or non-weldable material.

If the materials become unusable due to their behaviour or material defects, we shall be entitled to the corresponding portion of the agreed remuneration for the processing already carried out.

The Customer shall be solely responsible for the accuracy of the documents, drawings, models, gauges, samples and similar items supplied by the Customer.

Our liability shall cease if any defects are remedied by the Customer or a third party.

Our liability shall apply for a period of 6 months from acceptance in accordance with § 6. The Customer's right to assert claims based on defects shall become time-barred three months after the date of the legally valid notification of the defect, but not before expiry of the aforementioned six-month period.

The foregoing provisions shall apply accordingly if the rework or reprocessing of a replacement item is defective.

§ 19 Withdrawal from the Contract

a) The Customer shall have the right to withdraw from the contract if performance of the order becomes impossible for us, if, in the event of default, we culpably allow a reasonable grace period set with a threat of withdrawal to expire without remedying a defect for which we are responsible within the meaning of these Terms and Conditions, or if remedying the defect proves impossible. If impossibility occurs during the Customer's default of acceptance or as a result of the Customer's fault, the Customer shall remain obliged to pay the agreed remuneration.

b) In the event of unforeseen circumstances within the meaning of § 15 of these Terms and Conditions and in the event that subsequent impossibility of performance becomes apparent, we shall be entitled to withdraw from the contract in whole or in part. In this case, the costs incurred by us up to the time of withdrawal shall be reimbursed.

§ 20 Place of Performance

The place of performance for the services shall be the location of our works responsible for the processing. The place of performance for payment shall be the registered office of our company.