Terms of delivery - Sauter Feinmechanik GmbH

Stand: September 2020

I. Scope:

1. Our terms of delivery shall apply exclusively, also to future transactions and to all business contacts
to the Buyer, for example in cases where contractual negotiations are initiated or contracts
proposed, even where these terms of delivery have not yet been expressly agreed or where no
repeat express reference is made to them.
2. If, in individual cases, contractual obligations are established as against persons who are not
themselves to be a contractual party, the liability stipulations of these terms of delivery shall also
apply to such third parties in as far as the terms of delivery were involved in the establishment of the
contractual obligation. This applies in particular in cases where the third parties were informed of or
already had knowledge of the terms of delivery when the contractual obligation was established.
3. We do not acknowledge conditions on the part of the Buyer which deviate from or contradict our
terms of delivery. Agreements entered into at an earlier date and earlier revisions of our terms of
delivery are superseded by the present terms of delivery.
4. The acceptance of services and deliveries constitutes acceptance of the applicability of these terms
of delivery.

II. Conclusion of contract:

1. Unless otherwise agreed, our quotations shall remain binding for four weeks from their submission.
2. We shall not be bound by any order until it has been confirmed by us in writing or until we have
begun its execution. This applies in particular where the Buyer's order is not based on any concrete
binding quotation on our part.
3. The Buyer is obliged at our request to confirm in writing our written acceptance of his order. If the
Buyer fails to submit this declaration within five working days following receipt of a request from us
to do so, we shall no longer be bound by the order.
4. If our quotation or our confirmation of order is based on technical information from the Buyer
(illustrations, drawings, specification of weights or measures etc.), our quotation shall only be
binding if the order can be executed in accordance with the Buyer's technical specifications. Should
it become evident following conclusion of contract that the order cannot be executed in accordance
with the Buyer's technical specifications, we shall be entitled to withdraw from the contract in the
event that and to the extent that the Buyer is not prepared to accept the technical substitute solution
suggested by us and to accept any actual increased costs which may be incurred.
5. We reserve all rights to sketches, designs, samples or similar preliminary work.
III. Delivery

1. Our written quotation / or confirmation of order is authoritative in determining the scope of the
delivery. Ancillary agreements and changes shall be subject to our written confirmation.
2. We shall be entitled to perform part deliveries as may be deemed reasonable of all purchase orders.
We shall furthermore be entitled to use subcontractors in the fulfilment of our contractual obligations.
3. Delivery periods and dates are given as the best possible indication but are generally without
commitment. The commencement of a delivery period (dispatch of confirmation of order) and
adherence to delivery dates are subject to the timely and correct performance of any duties of
participation on the part of the Buyer, the provision of all documentation to be supplied by the Buyer
and the settlement of any agreed down payments. If the ordered goods are made over to a
forwarding agent, or if we notify the Buyer that the ordered goods are ready for dispatch, the date of
transfer of the goods or notification of readiness for dispatch respectively shall constitute the date of
delivery.
4. Documents enclosed with our quotations such as drawings, and specifications of weights and
dimensions represent only approximations unless expressly marked as binding.
5. Should a call-forward arrangement be agreed for delivery or for the performance of services, the
Buyer shall take delivery of the complete order within a reasonable period, but within three months
after conclusion of the call-forward contract at the latest. At the end of this call-forward period, we
shall be entitled to invoice the complete contract concurrently against provision of the complete
order.
6. If the performance of the delivery or service is delayed due to force majeur, for example industrial
unrest, strikes, lock-outs or other events either at home or abroad for which we may not be held
responsible, the delivery period shall be extended to a reasonable degree by the duration of the
impairment and its after-effects. This shall apply also in cases when such circumstances are
incurred by our subcontractors. Should any event caused by force majeur lead to permanent inability
to perform the service or delivery, we shall be entitled to withdraw from the contract. Any impediment
due to force majeure shall furthermore be deemed to be beyond our control if it occurs during an
already existing delay. We shall provide immediate notification of the beginning and end of such
impediments to our customers in important cases.
7. Delays in the provision of services or deliveries shall not been deemed to constitute a default of
delivery in the case of slight negligence on our part or on the part of our vicarious agents. In the
event of force majeur or other circumstances which are exceptional or beyond our control, we shall
not be deemed to be in default. In such an event we shall also be entitled to withdraw from the
contract if we are already in default. If we fail to declare at the request of the Buyer within a
reasonable period whether we intend to still perform the service incumbent upon us, the Buyer shall
be entitled on his part to cancel the as yet unperformed part of the service to be provided by the
Vendor.
8. If the Buyer delays acceptance or if dispatch is postponed at the request of the Buyer, he shall be
charged for the costs incurred by storage on our premises or on the premises of a third party starting
from the date on which he is notified of readiness for delivery. We shall be entitled to charge these
costs at a blanket rate of 0.5% of the invoice amount (inclusive of VAT) for each week, but at no
more than 10% of the invoice amount (inclusive of VAT). This shall not prejudice the Buyer's right to
provide evidence that the damage actually incurred is lower. After a reasonable period of grace has
been set by us and passed without result, we shall be entitled to otherwise dispose of the delivered
object and to then supply the Buyer subsequently with a reasonably extended delivery period.
9. Should the terms of the contract oblige us to perform a service or delivery in advance, we shall be
entitled to refuse to perform the said service or delivery should it become evident following
conclusion of contract that our claim to payment is placed at risk as a result of insolvency on the part
of the Buyer. This shall apply in particular in the event that the payment due to us is placed in
jeopardy by the uncertain financial circumstances of the Buyer or if other impediments to payment
are threatened, such as export or import prohibitions, or as a result of war, insolvency on the part of
suppliers or the absence of crucial employees due to illness.
10. Should the terms of the contract oblige us to perform a service or delivery in advance, we shall be
entitled to refuse to perform the said service or delivery should it become evident following
conclusion of contract that our claim to payment is placed at risk as a result of insolvency on the part
of the Buyer. This shall apply in particular in the event that the payment due to us is placed in
jeopardy by the uncertain financial circumstances of the Buyer or if other impediments to payment
are threatened, such as export or import prohibitions, or as a result of war, insolvency on the part of
suppliers or the absence of crucial employees due to illness.
11. We shall be entitled to refuse to honour our performance obligations should these necessitate a
degree of trouble or expense which taking into account the terms of the contract and the dictates of
trust and good faith is grossly disproportionate to the interest of the Buyer in our performance. This
shall apply, in particular, when the service or manufacture which is not performed or is performed in
breach of our duty impairs the interests of the Buyer only negligibly or not at all, for example the
existence of cosmetic faults.

IV. Passing of risk:

1. On transfer of the goods for shipment, risk of loss or impairment of the goods shall pass to the
Buyer, also in the event that part deliveries are performed. Should dispatch be delayed for reasons
for which the Buyer is responsible, risk shall pass to the Buyer already on notification of readiness
for dispatch.

V. Change in the scope of delivery:

1. We reserve the right to make minor changes as customary in the normal course of trade up until the
time of delivery, in particular improvements to the products, provided that these shall not constitute
an unreasonable detriment to the interests of the Buyer.

VI. Prices:

1. Our prices are net prices valid in all cases "ex works" (EXW, Incoterms 2000). The valid statutory
rate of VAT shall be added to our invoices. Delivery costs, freight, haulage, customs and other
expenses connected with delivery, including the costs for compiling safety and conformity
certificates prescribed by the authorities, shall be borne accordingly by the Buyer. If the Buyer
requires a freight insurance, we shall conclude this at his expense in response to a written order to
this effect by the Buyer.
2. If our suppliers increase their prices during the period between conclusion of contract and delivery
with regard to the relevant product or its input materials, or if objective cost increases occur due to
changes in the collectively agreed wage rates, where more than four months lapse between
conclusion of contract and the date agreed for the delivery or service to be performed, we shall be
entitled to increase the prices charged to the Buyer by a corresponding ratio.

VII. Terms of Payment:

1. Our claim falls due on receipt of the delivery, or also of only part deliveries. Should the Buyer default
on payment, he shall reimburse any damage incurred as a result of delayed payment, in particular
interest at a rate of 8% over the base interest rate. If the buyer is in arrears with any payment
obligations towards us, all existing claims become due immediately.
2. Excepting by express agreement, the Buyer shall not be entitled to make any deductions.
3. Payment by bills of exchange or acceptances is only permitted by express agreement and shall only
be accepted on account of payment. Discounts and charges shall be payable by the Buyer and shall
fall immediately due for payment.
4. Only claims which are undisputed or which have been established by due legal process may be
offset against our claims to payment. The same applies to the exercise of a right of retention. The
Buyer is otherwise only entitled to exercise a right of retention where this is based in the same
contractual relationship.
5. The Buyer is excluded from assigning any claims against us.
6. We are entitled to assign the claims arising from our business relationships.

VIII. Retention of title:

1. We reserve title to goods delivered by us until no claims arising from the order remain unsettled.
Should, in addition to claims due to us from the order, we have other outstanding claims against the
Buyer at the time of delivery, we reserve title to the goods delivered by us until settlement of all
above described claims (extended reservation).
2. Should the Buyer settle claims by means of bill of exchange, any claims arising from the order and
the delivery continue to exist until the bill of exchange has been honoured by the Buyer.
3. If the Buyer has a current account with us of all open claims, the extended reservation of title applies
in each case to the balance.
4. Should the Buyer process or convert the delivered goods, than this processing or conversion shall
be performed on our behalf such that we acquire co-ownership of the newly produced item
proportionate to the purchase value of the delivered item relative to the total sale value of the new
item at the time of processing. When processed by the Buyer with other goods not belonging to us,
we shall acquire co-ownership of the newly produced item proportionate to the purchase value of the
reserved goods used in the newly manufactured item relative to the sales value of the new item at
the time of processing.
5. If reserved goods are joined, mixed or merged inseparably with other goods, we shall acquire co-
ownership of the total quantity proportionate to the value of the reserved goods relative to the whole
value in accordance with Arts. 947, 948 of the German Civil Code (BGB). If the Buyer acquires sole
title as a result of joining, mixing or merging the reserved goods, he hereby assigns to us co-
ownership in the newly produced goods at the time of joining, mixing or merging proportionate to the
value of the reserved goods relative to the total value. We hereby accept this assignment. In this
case, the Buyer shall be responsible for the safekeeping of goods in which we hold title.
6. The reservation of title is extended to all claims which the Buyer acquires arising from resale of the
delivered goods or from resale of the newly manufactured goods. Such claims shall be assigned to
us to the extent of the unsettled invoice amount. The Buyer assigns such future claims by way of
security at the time of their formation. We hereby accept this assignment. The Buyer is entitled to
resell reserved goods or newly manufactured goods only with the proviso that his claim arising from
the resale or processing of the reserved goods transfers to us in accordance with the above
stipulations. The Buyer shall not be entitled to otherwise dispose of reserved goods.
7. The Buyer shall be permitted neither to pledge the delivered goods nor to make them over by way of
security. In the case of seizure, confiscation or other disposal by third parties over the reserved
goods, the Buyer shall inform us without delay.
8. Our rights of security shall not prevent the Buyer from disposing of the objects in which we have
reserved title, or of claims assigned to us by way of security in the normal course of business. The
normal course of business shall no longer be deemed to exist if the Buyer falls into arrears with his
payment obligations to us one month after entering into default, his bills of exchange are protested,
he discontinues payments or if insolvency proceedings are initiated against his assets. In this event,
the Buyer shall be obliged at our request to publicize the assignments of title to his customers, to
desist from collecting claims and to allow claims to be collected by us. At our request, the Buyer
shall furthermore be obliged to make known the addresses of his customers when first requested to
do so by us.
9. If normal business operations have ceased, we shall be entitled to redeem reserved goods at the
expense of the Buyer. The redemption of reserved goods, the assertion of our reservation of title
and the seizure of the delivered item shall not constitute a withdrawal from the contract, where this is
legally admissible.
10. At the request of the Supplier, we shall be obliged to release the securities of our choice due to us in
accordance with the stipulations above to the extent that the realised value of the securities due to
us exceeds the secured claims.

IX. Liability:

1. The Buyer shall inspect the goods immediately upon receipt - primarily for visible damage, defects,
weights and dimension. Obvious defects in the delivered goods shall be reported by the Buyer
without delay upon receipt of the delivery. Defects which are not immediately obvious shall also be
reported to us without delay upon their detection. Should the Buyer fail to provide notification of
defects without an exclusion period of 7 days, the delivered goods shall be deemed approved not
withstanding the existence of a defect.
2. If the Buyer or a third party performs unqualified modifications or repair work without our prior
consent, we shall accept no liability for any resulting consequences. No liability is accepted for
unsuitable or incorrect use, in particular faulty installation or commissioning by the Buyer or by third
parties, for natural wear and tear, faulty or negligent treatment, unsuitable operating media etc.,
excepting where we may be deemed responsible for these.
3. Excepting in the case of consumer goods purchases, a claim to subsequent fulfilment, reduction,
withdrawal from the contract and compensation exists only in accordance with the following
provisions:

a. If the Buyer accepts a defective object in the knowledge that the defect exists, he shall
only be entitled to claim subsequent fulfilment, withdrawal from the contract, reduction
or compensation in the event that he has reserved these rights due to the existence of
the defect when accepting the goods.
b. In case of the absence of agreed characteristics of the item or in case of the existence
of any other material defect in accordance with Arts. 434 I p. 2, 633 II p. 2 of the
German Civil Code (BGB), provided timely notification is supplied of the defect, for the
period of one year we shall either, at our discretion, remedy the defect or supply a
defect-free replacement (subsequent fulfilment).
c. Should we opt to remedy the defect, we shall bear the expenses incurred for this
purpose, in particular transport, haulage, labour and material costs. This shall not apply
in the event that the expenses increase due to relocation of the purchased item
following delivery to a different location than the place of residence or the commercial
premises of the Buyer.
d. Following two attempts to remedy the defect or one replacement delivery which fail to
remedy the defect, instead of remedy or replacement the Buyer may opt to reduce the
purchase price or, following a reasonable period of grace, may demand annulment of
the contract concluded with us.
e. Should we fail to perform, or should our performance be delayed or flawed, then the
Buyer shall only be entitled, for a period of one year, to demand compensation:
f. For damage arising from injury to life or limb or damage to health which are based in
premeditated or negligent breach of obligation on our part, or in premeditated or
negligent breach of obligation on the part of one of our legal representatives or vicarious
agents;
g. For any other damage based in premeditated or negligent breach of obligation on our
part, or in premeditated or negligent breach of obligation on the part of one of our legal
representatives, executive employees or vicarious agents, or in the premeditated or
negligent breach of obligations material to the contract (cardinal obligations) on our part
or in premeditated or negligent breach of obligations material to the contract (cardinal
obligations ) on the part of one of our legal representatives, executive employees or
vicarious agents;
h. For damage falling within the scope of protection afforded by the warranty (assurance)
provided by us or any warranty of characteristics or durability.

This shall not affect any further-reaching liability resulting from malicious behaviour. In the event of
negligent breach of a material contractual obligation, liability is restricted to such damage as may
typically be expected. Excluded from this restriction is damage arising from injury to life and limb and
damage to health.

Unless otherwise agreed in these terms of delivery, all claims of the Buyer to compensation for
damages of any kind, in particular those not incurred in the delivered item itself, and all claims
arising from tort are excluded. This applies equally to claims arising due to or against our vicarious
agents. This liability restriction shall not be applicable in the event that our vicarious agents are
guilty of premeditated or grossly negligent action, injury to life and limb or damage to health.

4. Should third parties be commissioned or involved in the initiation or conclusion of the contractual
relationship between the parties, the above described warranty and liability restrictions shall also
apply in favour of such third parties.
5. If the Buyer is a consumer as defined by the German Civil Code (BGB) (Sale of consumer goods),
the Buyer may demand subsequent fulfilment, reduction or withdrawal from the Contract in
accordance with the statutory liability stipulations. Such claims shall lapse in two years from the
statutory commencement of the limitation period. No claim exists to compensation on the basis of
slightly negligent conduct which does not constitute a breach of a material contractual obligation
(cardinal obligation), provided no injury to life or limb or damage to health has occurred. Any claim to
compensation due to failure to perform, delayed or faulty performance shall lapse in one year from
commencement of the legal limitation period.

X. Product liability:

1. If, in the countries to which our products are resold by the Buyer, the product liability or product
safety regulations deviate from and in particular are more severe than those applicable in Germany,
the Buyer shall be obliged to make this known to us on submission of order. In this event, we shall
be entitled within a period of one month to withdraw from the contract. Should the Buyer fail to
declare this circumstance to us, we may withdraw from the contract within one month after our
discovery of the relevant legal situation. The Buyer shall be obliged in the latter case to hold us
harmless against any claims by third parties which exceed the obligations which would result from a
comparable product liability contingency in Germany. This applies also in the event that we abide by
the contract.
2. For all deliveries, we submit a manufacturer's declaration as defined by the EC Machine Directive
89/392/EEC; This manufacturer's declaration forms a constituent part of this Agreement.

XI. Final provisions:

1. The place of fulfilment and legal venue for all disputes arising from the contractual relationship
between the parties is Metzingen, provided the Buyer is a trader, legal entity under public law or a
special fund under public law, or if the Buyer has no general legal venue in the Federal Republic of
Germany or has relocated its legal venue to a country abroad. Irrespective of this, we shall also be
entitled to take legal action against the Buyer at the Buyer's general legal venue.
2. The Buyer is aware that data arising in the normal course of business, including personal data, is
stored and processed as necessitated by the running of our general business activity, and has to be
made available to third parties. The Buyer is in agreement with such data acquisition and
processing.
3. Should one stipulation of the General Terms of Delivery and Payment or one stipulation within the
framework of other agreements be or become invalid, this shall not affect the validity of all other
stipulations or agreements.
4. German law shall apply for all contractual and other legal relationships to our customers to the
exclusion of the UN Convention on the International Sale of Goods.

Sauter Feinmechanik GmbH

Carl-Zeiss-Straße 7
D-72555 Metzingen
Tel: +49 (0) 7123 926-0
Sales: [email protected]
Service: [email protected]
Tel: +49 (0) 7123 926-0
www.sauter-group.com