General Terms and Conditions of Sale

General Terms and Conditions of Sale of VR Dichtungen GmbH

These terms apply to all our deliveries and services — exclusively towards entrepreneurs, legal persons under public law and special funds under public law.

Which version applies. This text is a translation provided for convenience. The legally binding version is the German version of this page; German law applies and the German wording prevails in case of doubt.

§ 1 General

These General Terms and Conditions of Sale (hereinafter the “Terms”) apply exclusively, in addition to the other contractual agreements, to all business between our company and the buyer, principal or customer (hereinafter the “Customer”). On placing an order, or at the latest on acceptance of the goods, the Terms are deemed to be recognised by the Customer. We do not accept the Customer's terms that conflict with or deviate from our terms of sale — not even where we perform or accept payment without reservation — unless we expressly agree to their application in writing. This also applies to general terms and conditions other than the Customer's general purchasing conditions, in particular but not only to quality assurance agreements, framework supply agreements, agreements on items provided, consignment stock agreements and the Customer's confidentiality agreements, in so far as the provisions therein have not been negotiated with us.
These Terms apply exclusively towards entrepreneurs within the meaning of § 310 (1) in conjunction with § 14 of the German Civil Code (BGB), legal persons under public law or special funds under public law within the meaning of § 310 (1) BGB.
These Terms also apply to all future business with the Customer, in so far as it concerns legal transactions of a related kind, without being incorporated afresh, until we issue new Terms.
All agreements reached between us and the Customer in the course of contract negotiations are to be recorded in writing for evidentiary purposes and confirmed by both sides.
Collateral agreements, subsequent amendments to the contract and the assumption of a guarantee, in particular the warranting of characteristics, or the assumption of a procurement risk require written form in so far as they were given by persons without authority to represent us.
Our silence does not constitute consent.
Even where we take part in the Customer's electronic platforms and operate selection fields that the system requires to be activated, this does not constitute legally binding acceptance of the terms of use or of any other general terms and conditions.

§ 2 Advice and documents

Any form of advice, spoken or written, is given to the best of our knowledge and on the basis of our experience. As product- and service-related advice, it extends exclusively to the products we supply and the services we render. It does not relate to advice independent of a contract, that is, to statements given without products being sold or services being rendered by us.
Statements and information on the suitability and application of our products do not relieve the Customer of its own examinations and trials. In particular, the Customer is not relieved of examining for itself the suitability of our products for the intended purpose. The Customer is responsible for complying with statutory and official regulations when using our products.
We reserve title and copyright in all documents provided by us. Disclosure or transfer to third parties requires our written consent. If no order is placed, all documents are to be returned without delay on request. The Customer's documents may be made accessible to those third parties to whom we intend to entrust deliveries or services.

§ 3 Formation of contract

Our quotations are without engagement; they are deemed an invitation to the Customer to submit an offer. In principle, the order placed by the Customer constitutes the offer to conclude a contract. If the order placed by the Customer deviates from our quotation, the Customer must mark the deviations separately.
We may accept orders within 2 weeks.
The first preparation of a quotation is free of charge unless we expressly inform the Customer in advance that it is chargeable. Further quotations and design work are free of charge only in so far as the order becomes and remains valid.
Descriptions and illustrations of our products in technical documents, leaflets, company brochures, catalogues, price lists and the like are non-binding unless their incorporation into the contract has been expressly agreed; they do not relieve the Customer of its own examinations. Product and service descriptions on the internet can by their nature only be of a general kind; if the Customer wishes to derive from them binding agreements as to quality or fitness for its intended application, it must refer to them in the order.
The order must contain all details required to carry it out. This applies to all our deliveries, services, works and other performances. This includes in particular, but not only, details of article designation, quantity, dimensions, material, material composition, pre-treatments, machining specifications, treatment instructions, storage, standards and all other technical parameters and physical data. Missing, incorrect or incomplete details are deemed expressly not agreed and give rise to no obligations on our part, neither by way of performance and warranty nor by way of claims for damages. We are entitled to obtain further information serving the proper execution of the order.
Orders should be placed in writing or electronically (EDI); orders transmitted orally or by telephone are executed at the Customer's risk.
Orders as well as telephone and oral arrangements and agreements with our representatives are to be confirmed by us in writing. Invoices or computer printouts designated by us as binding count as written order confirmation. If we do not confirm the order in writing or in text form, the contract comes into existence at the latest upon execution of the order.
If the Customer withdraws an order accepted by us, we are entitled — without prejudice to the possibility of claiming the higher actual damage caused to us — to charge 10 % of the price of the delivery or service for the costs incurred in processing the order and for lost profit. The Customer remains free to prove that the damage was lower.
Our performance is defined by the order confirmation.

§ 4 Call-offs

Call-off orders are concluded for a maximum term of 12 months, the call-off dates and quantities being stated when the order is placed. As a rule, call-offs must be made so that the last delivery takes place at the latest 1 year after receipt of the order by us.
Call-off orders and delivery schedules require written agreements on delivery times.
In the case of call-off orders we are entitled to procure the material for the entire order and to manufacture the whole order quantity immediately.
Additional costs caused by a late call-off or by subsequent changes to the call-off as to time or quantity by the Customer are borne by the Customer; our costing is decisive in this respect.
Unless otherwise agreed, all call-off orders are to be accepted within 6 months of the order being placed, without any request for acceptance being required. Once this period has expired, we are entitled to invoice the goods and dispatch them at the Customer's cost and risk, or to withdraw from the contract and claim damages.

§ 5 Changes, measuring methods

Changes to the subject matter of the delivery or service requested after conclusion of the contract require a separate contractual agreement.
We reserve the right to modify the subject matter of the delivery or service appropriately where information is missing or incorrect. Disadvantages arising from missing or incorrect information, in particular additional costs or damage, are borne by the Customer.
We reserve the right to make technical changes to the subject matter of the delivery or service that do not jeopardise the purpose of the contract. If the Customer regards changes as inadmissible, it must inform us without delay. Any change requests by the Customer can no longer be taken into account after our acceptance of the order, unless expressly agreed.
For manufacturing reasons we reserve the right to over- or under-deliver to the extent customary in the industry, up to a maximum of 10 % of the agreed order quantity. In the case of small orders we reserve the right to charge a reasonable and industry-standard minimum quantity or a reasonable and industry-standard minimum flat charge.
Partial deliveries are permissible in so far as they are reasonable for the Customer. They are to be paid separately against the corresponding partial invoice. If payment for a partial delivery is in default, we are entitled to refuse further execution of the order.
For tests in which particular temperatures, times or other measured or control values are to apply, the corresponding measuring methods must be laid down before deliveries begin and recognised by both sides. If no such determination is made, our measuring methods apply.

§ 6 Delivery period, force majeure, default

The delivery period begins at the earliest with the dispatch of the order confirmation. The delivery period stated by us begins only once all technical questions have been fully clarified. Compliance with the period requires the timely receipt of all documents to be supplied by the Customer, of the necessary permits and approvals, the timely clarification and approval of drawings, compliance with the agreed terms of payment and other obligations, and the timely delivery of items provided by the Customer. Otherwise the period is extended appropriately. The delivery periods stated by us are approximate. Applying due care in concluding congruent covering transactions, the delivery period is determined subject to correct and timely delivery to us by our own suppliers. Compliance with our delivery obligations presupposes the timely and proper fulfilment of the Customer's duties to cooperate.
The delivery period is deemed to have been met if the consignment has been dispatched within the delivery period or readiness for delivery has been notified. If delivery is delayed for reasons for which the Customer is responsible, the period is deemed to have been met upon notification of readiness for dispatch within the agreed period.
In cases of force majeure our delivery and performance periods are extended by the duration of the disruption. Force majeure also includes, but is not limited to, circumstances for which we are not responsible, such as operational disruptions of any kind, mobilisation, war, civil unrest, strike, traffic accident, natural disasters, sabotage, serious illness of key employees, pandemic, epidemic, quarantine, sovereign or official interventions and measures, and other comparable events at our premises, at subcontractors engaged by us or at upstream suppliers. This also applies where we were already in default when these circumstances arose. We will notify the Customer without delay of the beginning and the end of such impediments. If delivery or performance is delayed by more than 6 weeks, both the Customer and we are entitled to withdraw from the contract in respect of the scope of performance affected by the disruption. Neither party is entitled to compensation in this respect.
We are liable for damage caused by delay only where we are responsible for the reason for the delay.
If the Customer is in default of acceptance of our products, we are entitled, after setting a reasonable additional period, at our option to withdraw from the contract and, where applicable, to claim damages. The statutory provisions on the dispensability of setting a period and on asserting further claims to which we are entitled by law remain unaffected.
The filing for insolvency proceedings, the making of a statutory declaration under § 807 of the German Code of Civil Procedure (ZPO), knowledge of a material deterioration in financial circumstances, other payment difficulties and default in payment entitle us to withhold further deliveries until all invoices due have been settled, to refuse performance of current contracts and, by way of security, to demand the surrender of products subject to our retention of title and advance payment for products still to be delivered. In such cases outstanding receivables become due for immediate payment.
Unless expressly agreed otherwise, all Incoterms used by us refer to the Incoterms 2020 published by the International Chamber of Commerce (ICC).

§ 7 Passing of risk, transport and packaging

As a rule, delivery “ex works” is agreed. Dispatch is at the Customer's account and risk irrespective of the place of dispatch. Risk passes to the Customer as soon as the consignment has been handed over to the person carrying out the transport or has left our warehouse for dispatch. Delivery is at the Customer's risk even where carriage-paid delivery has been agreed. If dispatch is delayed at the Customer's request, risk passes to the Customer upon notification of readiness for dispatch. Unless otherwise agreed in writing, we determine the means and the route of transport. In the event of damage to or loss of the goods in transit, the Customer must arrange for an inventory without delay and notify us of it.
If dispatch or delivery is delayed at the Customer's instigation, we claim storage charges of 1 % of the invoice amount for each month commenced, up to a maximum of 5 % of the net amount, subject to proof of higher damage. The Customer remains free to prove that the damage was lower.
Returns are to be agreed with us in advance and may only be made through forwarders engaged by us. In doing so, the cheapest method of dispatch is as a rule to be chosen, having regard to transport safety.
If the Customer prescribes a particular mode of carriage, the additional costs are likewise borne by the Customer.
Unless otherwise agreed, we determine the type and extent of the packaging. The packaging is chosen at our best discretion with the requisite care. Single-use packaging becomes the property of the Customer.
The place of performance for the services ordered and for payments is our registered office.

§ 8 Tools and fixtures

Tools and fixtures manufactured by us or by third parties on our behalf remain our property, even where the manufacturing costs are borne wholly or in part by the Customer.
In the case of tools owned by the Customer or lent to us by the Customer, our liability for safekeeping and care is limited to the care we apply in our own affairs. The costs of maintenance and insurance are borne by the Customer.

§ 9 Retention of title, security and set-off

The products supplied remain our property until all receivables arising from the business relationship between the Customer and us have been paid in full.
If the Customer acts in breach of contract, in particular in the event of default in payment, we are entitled to take back the delivery. Our taking back or attaching the delivery does not constitute withdrawal from the contract unless we expressly confirm this in writing. We are entitled to realise the goods; the proceeds of realisation are to be set off against the Customer's liabilities, less reasonable costs of realisation. The Customer is obliged to treat the delivery with care.
Until revoked, the Customer is entitled, within the scope of its proper business operations, to process, mix or combine our products with other products. In the case of processing we are deemed the manufacturer and acquire direct (co-)ownership of the item produced pursuant to § 950 BGB. In the case of mixing or combining we acquire (co-)ownership in the ratio of the value of our goods subject to retention of title to the new unitary item.
Until revoked, the Customer may, within the scope of its proper business operations, sell on the goods delivered subject to retention of title or the items produced from them. The Customer hereby assigns to us, by way of security for our receivables, the receivables obtained through such sale to the extent corresponding to our (co-)ownership share in the item sold. We hereby accept the assignment. The Customer is entitled to collect the assigned receivables as long as we have not revoked this authorisation. We will revoke the right to resell and to collect receivables only if the Customer fails properly to fulfil its contractual obligations. It also lapses without express revocation if the Customer suspends payments.
The Customer undertakes, at our request, to provide a precise list of the receivables to which we are entitled, stating the names and addresses of the buyers, the amount of the individual receivables, invoice dates and so on, to give us all information necessary to assert the assigned receivable, to permit that information to be verified, and to issue to us, at its own cost, publicly certified documents on the assignment of the receivables.
In so far as our security under the foregoing paragraphs exceeds our receivables by more than 20 %, we will release security of our choice at the Customer's request.
As long as our retention of title subsists, the Customer may neither transfer by way of security nor pledge the goods subject to retention of title or the items produced from them. In the event of attachment or other intervention by third parties, the Customer must notify us in writing without delay so that we can bring an action under § 771 ZPO, and must make available to us all information and documents necessary to safeguard our rights. Enforcement officers and third parties are to be informed of our ownership. In so far as a third party is unable to reimburse us the judicial and extrajudicial costs of an action under § 771 ZPO, the Customer is liable for the shortfall incurred by us, subject to the assertion of further claims for damage to, alteration of or destruction of the item itself.
The Customer hereby consents to the persons instructed by us to collect the goods subject to retention of title entering or driving onto the land or into the building on or in which the goods are located, in order to take possession of them.
We are entitled to set off against the Customer's claims all counterclaims to which we are entitled against the Customer.

§ 10 Prices and terms of payment

As a rule our prices are in euros “ex works” (EXW) plus value added tax at the rate applicable on the day of delivery and plus customs and insurance costs. Value added tax is shown separately on the invoice. Special packaging is charged at cost. Prices apply to the individual order, not retroactively or to future orders. Repeat orders are new orders. Ancillary costs such as packaging, freight, dispatch costs, customs duty, assembly, insurance and bank charges are invoiced separately.
We reserve the right to change our prices appropriately at our reasonable discretion where, after conclusion of the contract, price-relevant cost reductions or cost increases occur, in particular as a result of collective wage settlements or changes in material and energy prices. We will exercise this right in particular where more than 4 months lie between the original costing and the time of performance. In the case of cost reductions, for example concerning third-party products, we are entitled to reduce prices in so far as those reductions are not wholly or partly offset by increases in other areas. Price increases, for example concerning third-party products, may be relied upon by us as a cost increase only to the extent that they are not offset by any reduced costs in other areas. In exercising our reasonable discretion we will choose the timing of a price change in such a way that cost reductions are not taken into account by standards less favourable to the Customer than cost increases. We will announce any price change to the Customer in writing in good time before the changed prices take effect. In the event of a subsequent price increase the Customer may terminate the contract in writing, but only within 2 weeks of the date on which the announcement of the price increase reached it.
Payments are to be made exclusively by bank transfer to the account stated on our invoice and are due without deduction within 30 days of the invoice date. Payment by cheque or bill of exchange is inadmissible and is deemed not to have been made. An agreed cash discount is granted only on condition that all payment obligations from earlier deliveries have been met. All payments are to be made free of charges.
If the purchase price is deferred, instalments are granted or the payment term is exceeded, the Customer is charged interest at customary bank rates, but at least 2 % above the prevailing base rate of the European Central Bank, even without a reminder.
Payments are applied first to costs, then to interest and then to the older principal claim. To that extent the Customer waives the right to determine how its payments are to be applied.
In the event of default in payment we may demand default interest of 10 percentage points p.a. above the prevailing base rate under § 247 BGB. Higher damage caused by default may be proven. The Customer is, however, entitled to prove that no damage or lesser damage has arisen.
The Customer is entitled to set off or withhold payments only if its counterclaim is undisputed, has been established by a final judgment, or is ready for decision.
The assignment of receivables against us requires our consent.
The Customer has a right of retention only if the counterclaim arises from the same contractual relationship and is undisputed, has been established by a final judgment, or is disputed but ready for decision, or if we have materially breached our obligations under the same contractual relationship despite written warning and have offered no reasonable security.
If our performance is indisputably defective, the Customer is entitled to withhold payment only to the extent that the amount withheld bears a reasonable relationship to the defects and to the expected cost of remedying them.
The payment dates remain in force even if delays in delivery arise through no fault of ours.
In order for us to be exempt from value added tax on intra-Community supplies, we require a so-called entry certificate from the Customer. The Customer is therefore obliged to confirm to us in writing, after receiving the subject matter of the contract, that it has received it as the recipient of an intra-Community supply.
In so far as value added tax is not included in our invoice, in particular because on the basis of the Customer's information we assume an “intra-Community supply” within the meaning of § 4 no. 1 b in conjunction with § 6 a of the German VAT Act, and we are subsequently charged with a VAT liability (§ 6 a IV of that Act), the Customer is obliged to pay us the amount charged to us. This obligation exists irrespective of whether we have subsequently to pay value added tax, import turnover tax or comparable taxes at home or abroad.
In so far as, following circumstances arising after conclusion of the contract on account of which a material deterioration in the Customer's financial position is in our view to be feared, our claim to payment appears to be at risk, we are entitled to declare outstanding receivables immediately due. If the Customer falls into arrears of payment which in our view indicate a risk to our claim, we are further entitled to take back products already delivered, if necessary to enter the Customer's premises and remove the products. We may also prohibit further processing of the products delivered. This does not apply where the Customer is not responsible for the arrears. Taking back the goods does not constitute withdrawal from the contract. In both cases we may demand advance payment for deliveries or services still outstanding. The Customer may avert all these legal consequences by providing security in the amount of our endangered claim to payment. We are entitled to security customary in kind and extent for our receivables, including conditional or time-limited ones. The statutory provisions on default in payment remain unaffected.

§ 11 Industrial property rights

We are liable for infringements of industrial property rights only in so far as we are responsible for them and in so far as, on use of our products in accordance with the contract, rights are infringed that are valid in the Federal Republic of Germany and published at the time of delivery.
Orders based on drawings, sketches, models, samples or other documents or particulars provided to us are executed at the Customer's risk. If in such a case a third party asserts that we are infringing an industrial property right, for example by manufacturing or supplying our products, we are entitled, without closer examination and subject to our other rights, to refuse performance of the contract and to cease our activity to that extent. If, as a result of executing such orders, we encroach upon third-party industrial property rights, the Customer indemnifies us against the claims of third-party right holders. The Customer bears further damage and costs.
The Customer undertakes to inform us without delay of any infringement risks and alleged infringements that come to its knowledge.

§ 12 Returns

We manufacture to order. The return of defect-free goods supplied by us is excluded. If by way of exception we agree to take back defect-free goods, a credit note is issued only in so far as we establish that they are fully reusable. For the costs of inspection, reconditioning, reworking and repackaging, the actual costs are deducted, but at least 20 % of the invoice amount or at least 100 euros. Such a credit note is not paid out but serves only to be set off against future deliveries.

§ 13 Defects, warranty and limitation

The Customer is obliged to examine the goods immediately after delivery in accordance with § 377 of the German Commercial Code (HGB) or comparable foreign national or international provisions, and to notify us in writing of defects and damage discovered then or later, without delay after their discovery and at the latest within 5 working days, describing the defects precisely. Otherwise the delivery is deemed approved as free of defects. The rule in § 377 HGB applies accordingly to services and works. Notices of defect must be given in writing. The Customer will make one or more parts from the delivery concerned available to us without delay. A notice of defect does not release the buyer from complying with its payment obligations.
Where the item is defective, we are entitled, at our option and within a reasonable additional period to be set by the Customer, to remedy the defect or to make a replacement delivery (subsequent performance) or to issue a credit note. Parts replaced in the course of remedying a defect become our property upon removal. If the Customer has set us no period, or too short a period, for remedy, it is not entitled — even in urgent cases — to carry out rectification of the delivered item itself or have it carried out by a third party without our prior written consent. If remedy of the defect or replacement delivery fails or cannot be effected, for example because we are entitled to refuse subsequent performance on account of disproportionate cost, the Customer is entitled at its option to withdraw from the contract or to reduce the price.
In the case of third-party products, including where they have been built into or otherwise used in our products, we are entitled initially to limit our liability to the assignment of the warranty claims to which we are entitled 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. In that case the Customer again has the rights under the preceding paragraph 2.
Deviations customary in the trade (for example in quality, colour, thickness, weight, finish or patterning) are reserved unless otherwise agreed. The characteristics laid down in our specification define the properties of the delivered item comprehensively and conclusively. In particular, public statements, commendations or advertising by the seller or manufacturer or their agents or by third parties do not constitute a contractually agreed statement of quality. Our statements in connection with this contract, for example specifications or references to DIN standards, do not constitute the assumption of a guarantee. Only our express written statements as to the assumption of a guarantee are decisive. Statements in product descriptions and product specifications, subject to their qualifying as statements of quality within the meaning of § 434 BGB, in no event constitute a guarantee of the condition of the item or that the item will retain a particular condition for a particular period.
There are no claims for defects where the deviation from the agreed condition is merely insignificant or the impairment of usability is merely insignificant. The Customer's rights in respect of defects are excluded in so far as the defect is attributable to improper use of our products or use other than as intended, to non-observance of our installation instructions in our catalogues or on our website and of the guidelines for the storage, maintenance and cleaning of rubber products under DIN 7716, to excessive stress or natural wear or natural deterioration resulting from the nature of the material, in particular in the case of parts in contact with the workpiece, to improper modifications, faulty maintenance or faulty and negligent handling. In the case of repairs carried out without legal obligation, the Customer has claims for defects only where expressly agreed.
The Customer bears the expenses necessary for subsequent performance in so far as they are increased because the products have been taken to another place after our delivery, unless such removal corresponds to their intended use.
The Customer's rights of recourse against us under § 478 BGB exist only in so far as the Customer has made no agreement with its own buyer going beyond the statutory claims for defects.
Unless expressly agreed otherwise, the limitation period for claims and rights on account of defects in our products is 1 year from delivery to the Customer. For rectifications and replacement parts we are liable to the same extent as for the delivered item, namely until expiry of the limitation period for claims for defects applicable to the original delivered item. The limitation period in sentence 1 of this clause does not, however, apply in the cases of § 438 (1) no. 1 BGB (defects of title in immovable property), § 438 (1) no. 2 BGB (buildings, items for buildings), § 479 (1) BGB or § 634 a (1) no. 2 BGB.
The limitation periods under clause 8 also apply to all claims for damages against us connected with the defect — irrespective of the legal basis of the claim. In so far as claims for damages of any kind exist against us that are not connected with a defect, the limitation period under § 12 clause 8 sentence 1 applies to them.
The limitation periods under § 12 clauses 8 and 9 do not apply in the case of intent, where we have fraudulently concealed the defect or assumed a guarantee of quality, in the case of claims for damages arising from injury to the life, body, health or liberty of a person, in the case of claims under the German Product Liability Act, in the case of a grossly negligent breach of duty or in the case of a breach of material contractual obligations.
Unless expressly provided otherwise, the statutory provisions on the commencement of limitation, the suspension of expiry, the suspension and the recommencement of periods remain unaffected.

§ 14 Liability

With the exception of liability under the German Product Liability Act (ProdHaftG), for fraudulent concealment of a defect, for a guarantee we have assumed as to the condition of the products or of a service, or for damage arising from culpable injury to life, body or health, we are liable to the Customer in damages for a breach of the obligations arising from the contract concluded between us only in accordance with the following provisions, without, however, waiving the statutory requirements for such liability.
We are liable only for the culpable breach of material contractual obligations and for the intentional or grossly negligent breach of other contractual obligations owed to the Customer. Material contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the Customer regularly relies and may rely.
In the case of a slightly negligent breach of material contractual obligations, our liability is limited to compensation for the foreseeable damage typically arising.
In the case of a slightly negligent breach of other, that is non-material, contractual obligations owed to the Customer, our liability is excluded.
The above limitations of liability also apply to breaches of duty by persons for whose fault we are responsible under statutory provisions.
The foregoing limitations do not entail any change in the burden of proof to the Customer's detriment.
The Customer's rights of recourse against us exist only in so far as it has made no agreement with its own buyer going beyond the statutory claims for defects and damages.
Our liability is excluded in so far as the Customer has for its part effectively limited its liability towards its own buyer.
In so far as our liability is excluded or limited, this also applies to the personal liability of our staff, employees, personnel, representatives, vicarious agents and persons employed in performing our obligations.
In so far as liability is excluded or limited under the foregoing, the Customer is also obliged to indemnify us against third-party claims.
In all other respects the statutory provisions apply.
The Customer is obliged to notify us in writing without delay of any claims asserted by third parties and to reserve to us all defensive measures and settlement negotiations.

§ 15 Withdrawal

Within the framework of the statutory provisions, the Customer may withdraw from the contract only if we are responsible for the breach of duty; in the case of defects the statutory requirements continue to apply. In the event of a breach of duty, the Customer must declare within a reasonable period after being requested by us whether it withdraws from the contract on account of the breach or insists on delivery.
The Customer's right, under a reciprocal contract, to claim damages in lieu of performance is excluded by withdrawal.
In the event of a breach of duty by the Customer, in particular default in payment and failure to accept the delivery, we are entitled, after the fruitless expiry of a reasonable period for performance set for the Customer, to withdraw from the contract, to take back the performance rendered and to claim damages. The statutory provisions on the dispensability of setting a period and on asserting further claims to which we are entitled by law remain unaffected.

§ 16 Confidentiality

If, during the execution of the order, the Customer comes into contact with our trade secrets and/or know-how, it must keep them confidential and take precautions to ensure that our legitimate interests are not infringed and that knowledge worthy of protection is used only in connection with the order or the subsequent use of the item ordered. In particular, the Customer bears the burden of proving that the trade secrets and/or know-how were already known to it or were at least in the public domain. The Customer is obliged to treat all commercial and technical details connected with the order as trade secrets. It is obliged to keep the documents and information confidential even after the respective contract has been performed. Reproduction is permitted only within the scope of operational requirements and copyright provisions. Disclosure to third parties may take place only with our written consent.

§ 17 Items provided by the customer

In respect of the Customer's claims for damage to or destruction of items provided by the Customer or entrusted to us for processing, we are liable only for intent and gross negligence; liability for slight negligence is excluded. Normal wear and tear is excluded from liability. The Customer is obliged to take out “external insurance” for the items provided to the necessary extent.
For products provided by the Customer, for example raw material and blanks, the Customer assumes responsibility for checking and warranting quality (for example material, dimensional accuracy and so on); we carry out only an incoming goods check as to quantity and identity and a visual inspection for obvious transport damage. We are not obliged to carry out further checks.
If the items provided prove unusable as a result of material defects for which the Customer is responsible, the processing costs incurred by us are to be reimbursed.
We are not liable for damage caused by inaccurate labelling and marking of the items delivered by the Customer.
The Customer is obliged to compensate all damage, including lost profit, that arises to us from the provision of material that cannot be processed and for which it is responsible.
We provide no compensation for reject parts arising to the extent customary in the industry.
We will comply with the provisions of European Chemicals Regulation No. 1907/2006 (“REACH”) that apply directly to us and will stand behind this in accordance with § 13. The Customer alone is responsible for adverse consequences resulting from insufficient information provided by the Customer, in particular incorrect or incomplete instructions for use within the supply chain.
The Customer is obliged to comply with foreign trade law, in particular the applicable German, European and United States export control provisions.

§ 18 Compliance

The Customer confirms that it maintains neither direct nor indirect business or other connections with terrorists, terrorist associations or other criminal or anti-constitutional organisations. In particular, the Customer ensures through suitable organisational measures the implementation, within its business operations, of applicable embargoes, of the European regulations on combating terrorism and crime applicable in the context of the supply relationship and of the corresponding United States or other applicable provisions, in particular by means of adequate software systems. Once our products have left our respective place of business, the Customer alone is responsible for compliance with the above provisions and will indemnify us against all claims and costs incurred by us as a result of a corresponding breach of law by the Customer, its affiliated companies or its employees, representatives or vicarious agents, including reasonable lawyers' and advisers' fees or administrative fees and fines.

§ 19 Applicable law; miscellaneous

The law of the Federal Republic of Germany applies exclusively, to the exclusion of conflict of laws rules and of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The place of jurisdiction for all legal disputes arising from the contractual relationship is — provided the Customer is a merchant — Aachen, Germany. We may also sue the Customer in the court having jurisdiction for its registered office.
Should a provision of these Terms be or become wholly or partly invalid, the validity of the remaining provisions of these Terms is not affected. The parties agree here and now to replace the invalid provision with a legally permissible provision that comes closest to what was intended economically. This also applies in the case of an unintended gap in the provisions.
We are entitled to process data within the meaning of the German Federal Data Protection Act.

Wording as in the technical catalogue 2024/25. The version valid at the time the contract is concluded is the one that applies. Version of 2 September 2026.