General Terms of Sales and Distribution

1. General
All deliveries are subject to our terms, even if the buyer specifies different terms. Any arrangements that have not been included in the confirmed order or that have not been confirmed by us in writing, are non-binding.

2. Proposals
If not arranged otherwise, our proposals are non-binding and non-comitting. We do not accept any responsibility and liability for any malfunction and other defects of products that we manufacture according to the design plans of the customer, if the malfunction and defects can be linked to the customer’s instructions. Documents, such as figures, drawings, information about weight and dimensions of products represent only approximations; unless such information is described as “binding”. We reserve the copyright for all cost estimates, drawings and other documents. Any such documents become our property and may not be disclosed to third parties. Any infringements are liable for full damages. In case of infringement, we also reserve the right to withdraw immediately from a contract. Constructional designs are also subject to change. Drawings and other documents included in our bids must be returned to us or paid for immediately as requested, if a contract has been granted. The amount of the payment will be determined based on economic factors.

3. Ordering, Contracting
Orders are only valid once they have been confirmed by us in writing. An order can also be confirmed by posting a bill.

4. Prices
All prices are in EURO not including sales tax. If not agreed upon otherwise, all prices are factory prices including standard packaging. Sales tax will be calculated based on the valid rate on the day of delivery. From the list prices, any agreed upon rebates will be deducted. We reserve the right to re-calculate the prices for products or energy costs that are associated with an official authorization, if the official authorization takes effect in the time between contracting and product delivery. Additionally, we also reserve the right for a re-calculation, if collectively agreed upon wage and salary increases have taken effect in the time between contracting and product delivery. The prices listed for components made of copper, brass or red bronze are based on a DEL copper quote of 153.39 EURO. Should the DEL quote rise over 12.78 EURO per 100 kg, we will charge an additional nonferrous metal fee. The price calculation is based on the DEL quote of the following day after the order has been confirmed. If one of our cost price factors is excluded from the price fixing process and a traceable cost price factor arises subsequently, we will be authorized to re-calculate the price, if the price increase occurs in the time between contracting and product delivery. The prices listed are non-binding, recommended prices. They must be increased or lowered by our customers, if the customers sell our products.

5. Payment terms
If not agreed upon in writing, all payment must be paid in full within 8 days after invoice date with a 2% discount or within 30 days after invoice date. Payment is automatically considered overdue, the day after these appointed payment dates have expired. A payment reminder to establish the debt is not required. We reserve the right to charge overdue payments first to the cost, then to the interest and thereafter to the oldest, still outstanding bills, even if the customer makes different payment arrangements at the time of making a payment. If, after closing of a contract, we are informed that a customer will not be granted a credit that is intended to pay for the cost of the contracted items, we are entitled to ask prepayments or security deposits for all deliveries or to withdraw from the contract. If prepayments or security deposits are not made within the time period appointed by us, we are entitled to claim damages due to default. If the customer falls behind with making partial or full payment, all of our payment claims become due immediately. The buyer has no right to retain or reject the services owed to him. From the due date of the payment, the buyer will be charged with late interest that is 2% higher than the interest normally charged by our bank. For orders with a net value (value of items without shipping costs and sales tax) of less than EURO 40.00, a minimum charge of EURO 5.00 will be added. Cash sales are excluded.

6. Reservations of Ownership
Delivered goods remain our property until they are paid in full and all payments as specified in the terms of payment have been settled. The buyer’s claims from the resale of the reserved goods and/or further manufacturing steps involving the use of our goods are fully transferred to us. Further marketing of our goods is only permitted within the context of proper business operations. If the buyer sells or delivers the reserved goods with or without further processing, together with other goods that are not our property, the buyer can only present claims that equal the value of the reserved goods. The buyer has no other rights of disposal concerning the reserved goods. Furthermore, if we request so, the buyer is obliged to informs us about his buyer and the arranged selling price and to report to his debtor the transfer of the payment.

7. Delivery
The agreed delivery times commence on the day on which the contract becomes legally effective. Unforeseen events, such as war, mobilization, natural phenomena, uncontrollable disturbances of normal factory operations, delayed delivery or quality defects of raw materials etc., damaging of important work pieces, or difficulties of various kinds due to unstable economic conditions, entitle us to extend the delivery time, until these events have been eliminated. We are also entitled to withdraw from the contract if any such events occur, even if we had already extended the delivery time previously. The buyer is not authorized to cancel the contract due to any such events or to claimd damages.

8. Shipping
The delivery is considered to have taken place as soon as the goods have been shipped out from the factory or the storehouse, even if carriage paid delivery has been arranged. Upon the buyer’s request and at his costs, we can insure the delivery against breakage, transport or fire damage.

9. Guarantee and liability
Any claims due to incomplete and/or faulty delivery or defects of the goods supplied must be made in writing immediately after receipt of the goods. We are entitled to take back faulty goods, to issue a credit or to replace with faultless goods, if the defect has been claimed immediately. This applies also to defects that were not recognized during the immediate entry inspection. We do not warrant defect and damages if the goods have been modified or installed incompletely. Further claims by the buyer, such as transformation, reduction of the purchasing price, damages, as well as claims brought forth by third parties are excluded. We are only liable for damages arising directly on the delivered item. We are not liable for any losses or other damages incurred by the buyer. The liability is not affected in case of intention or gross negligence. The liability becomes ineffective if the buyer has claimed damages due to default because the product is lacking an advertized property according to §§ 463, 480 II BGB (German Civil Code). Compensation is limited to predictable damages. If we infringe upon the agreed contract out of gross negligence or if fault can be established for an indebtedness at the time the contract becomes effective, our liability is limited to standard contract, predictable damages. We deliver only functional goods. A warranty for using the goods for the purpose intended by the customer can only be given, if we have issued our expressed written consent. So far as our liability for damages is excluded or limited, it can also be applied to any other claims, including claims due to indebtedness at the time the contract becomes effective, infringement of minor obligations and claims arising from the producer’s liability according to § 823 BGB (German Civil Code). The above paragraph does not apply to claims according to §§ 1, 4 Produkthaftungsgesetz (Product Liability Law) or for claims due to inability or unforeseen events. So far as our liability is excluded or limited this also applies to the personal liability of our employees, representatives, deputies and assistants. Any liability claims cease in agreement with § 477 BGB (German Civil Code), excluding claims arising from the producer’s liability according to §§ 823 cont. BGB (German Civil Code).

10. Returning goods
Delivered products can only be returned in exceptional cases and only with our approval. The goods must be originally packaged. Goods that have been delivered more than 3 months ago cannot be returned. In order to cover the costs for handling returned goods, we charge a return fee amounting to 10% of the goods’ net value. If, for special reasons, we agree to take back unpacked parts or parts that are not in their original package, a fee for new packaging amounting to 10% will be added to the return fee. Transport costs for returned goods will not be paid by us.

11. Data protection
The buyer’s data that concern our business relationship will be handled according to the Federal Data Protection Law.

12. Jurisdiction
German law is applicable to the contractual sales and delivery terms and to all resulting contractual and commercial relationships. The UN Agreement About Contracts for the International Sale of Goods (CISG) from 04/11/1980 is not applicable. Place of fulfillment and jurisdiction for delivery, payment and any kind of liabilities, including such resulting from payment by draft or check, is the city of Neumarkt/Opf. Invalidity of one part of these terms of delivery does not affect the other parts of this agreement. In this case, the invalid part is replaced by the currently legal regulation. Any changes or alterations of these terms of delivery require the written consent of the seller. Sales tax identification no. DE 133211151 J. Pröpster GmbH. Handelsregister Nürnberg, HRB 8169, managing directors: Johann Pröpster sen., Dipl. Ing. Johann Pröpster jun.

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