GTC

01 Conclusion and content of the contract

For contracts, in particular for all deliveries, these General Terms and Conditions shall apply, even if the Customer expressly stipulates otherwise. The order confirmations or the supplier's GTC are legally valid and binding in every respect. The Supplier shall not be bound by the Purchaser's terms and conditions of purchase, even if the Supplier does not expressly object to them and the Purchaser does not expressly declare its consent to the Supplier's terms and conditions. The Purchaser declares his agreement to the Supplier's General Terms and Conditions by accepting the goods at the latest. Subsidiary agreements require the written confirmation of the supplier. Our representatives are not authorised to conclude contracts, not even for ancillary agreements or to settle any complaints. No contract may be transferred to third parties without the supplier's consent. All offers are subject to change.

02 Prices

Prices are subject to the conditions of the order confirmation. The Supplier reserves the right to increase prices accordingly for all new taxes or duties introduced after conclusion of the contract as well as for any increases in the prices of raw materials and auxiliary materials, wages and salaries, freight, customs duties and the like, which directly or indirectly increase the cost of production and distribution. The Purchaser shall not acquire any entitlement to the payment of cost shares for tools. They shall remain the property and possession of the Supplier. In the event of non-utilisation, the Purchaser shall bear the remaining share of the effective costs not covered.

03 Transfer of risk

All risk shall pass to the Purchaser when the goods leave the Supplier's works or are made available to the Purchaser. If goods are returned for reasons for which the Supplier is not responsible, the Purchaser shall also bear the risk until receipt by the Supplier. This shall also apply in the case of unsolicited returns of rejected parts.

04 Excess and short deliveries

Deviations in weights or quantities of up to 10 per cent are permitted in the delivery, both with regard to the total final quantities and the individual partial deliveries. The customer shall not be entitled to excess delivery of the final quantity.

05 Liability for defects

Complaints about the weight, quantity or quality of the goods must be made in writing within two weeks of receipt of the consignment at the latest, notwithstanding any earlier statutory duty of notification pursuant to Section 377 of the German Commercial Code (HGB). Liability for hidden defects is also excluded three months after delivery. The warranty for warranted characteristics and for freedom from defects is limited in accordance with the respective state of the art. Before returning the goods, the customer is obliged to provide the supplier with samples of the rejected goods without delay so that the supplier can verify the correctness of the goods or avoid the production of further defective parts. If this is not done, all claims for defects shall lapse. Notwithstanding an earlier limitation period, the claim for defects shall lapse no later than four weeks after the rejection of the notice of defects by the supplier. The factual handling of a notice of defects shall not constitute a waiver of compliance with notice periods or limitation periods. If the complaint proves to be justified, a replacement will be delivered free of charge and carriage paid to the original receiving station in exchange for the number of items; in the case of quality defects, however, only if the defective items are returned and account for more than 5 per cent of the delivery quantity. A notice of defects cannot be recognised for parts that have already been processed, unless the defect was only recognisable after processing and the processing of further parts was stopped immediately after the defect became known. Even then, the claim for compensation shall be limited to subsequent delivery of defect-free parts in accordance with the above contractual provisions. Further claims such as cancellation or reduction, compensation for direct or indirect damages, wages, penalties for delay, etc. are excluded, also from the point of view of culpable breach of contract. The customer cannot derive any rights with regard to the remaining partial quantities due to defective partial deliveries. Technical application advice, both verbal and written, is non-binding, also with regard to any third-party industrial property rights, and does not release the customer from his own examination of the goods and their suitability for the intended processes and purposes.

06 Delivery and acceptance deadlines

All times or deadlines for delivery are only approximate, i.e. an estimated delivery time ex works, but without any obligation on the part of the supplier to adhere to them precisely. A reasonable extension of the delivery periods shall be granted if the Buyer fails to fulfil its obligations or if delivery is delayed due to unforeseen or extraordinary events at the Supplier's works, at a sub-supplier or at a transport company for which the Supplier is not responsible. This includes, for example, all cases of force majeure, orders by the authorities, mobilisation and war, traffic disruptions, lack of raw materials, supplies and energy as well as auxiliary and operating materials, due to interruption of the supplier's regular supply, damage to machines and tools, strikes and lockouts, lack of necessary skilled workers. In the event of delays in delivery, claims for damages due to non-fulfilment or late fulfilment as well as withdrawal from the contract are excluded. However, if the envisaged delivery date is exceeded by more than four weeks, each party reserves the right to withdraw from the contract, whereby the customer must first set a grace period of six weeks with appropriate notice. The purchaser's right to set a deadline and withdraw from the contract shall be suspended as long as the purchaser has not fulfilled all due obligations arising from the entire business relationship. In the absence of a mutual agreement, the supplier is authorised to make partial deliveries. Each partial delivery shall be treated as an independent contract. As a result, the Purchaser may not assert any rights with regard to the remaining partial quantity in the event of a delay in partial deliveries, nor shall the contract as a whole be affected or impaired thereby. The above provisions shall also apply mutatis mutandis to such goods, the delivery of which has not been agreed for the period of such work interruptions, but which, as a result of such a delay, can only be commenced at a later date due to the events which caused the preceding interruption or delay. If the delivery is dependent on a scheduling or call-off by the Purchaser, the Supplier may set the Purchaser a deadline of six weeks for scheduling or call-off. If the scheduling or call-off does not take place within this period or does not correspond to the agreements made, the supplier shall be entitled to carry out the scheduling or call-off. In any case, i.e. even without setting a grace period, the supplier shall be entitled to adjust the agreed prices to an increase in the list prices since the conclusion of the contract if the scheduling or call-off is delayed.

07 Reservation of delivery, security right and right of cancellation of the supplier

The possibility of covering with raw metals and foreign currencies remains reserved, i.e. the supplier is only obliged to deliver the goods sold to the extent that it is possible to cover the raw metals necessary for their production at the prices valid on the day (date) of the order confirmation. The prerequisite for the obligation to deliver is the unconditional creditworthiness of the purchaser. If, after conclusion of the contract, the supplier receives information which does not make the granting of credit in the amount resulting from the order appear to be completely unobjectionable or if facts arise which give rise to doubts in this respect, in particular a considerable deterioration in the financial circumstances (foreclosure, suspension of payments, composition, bankruptcy, dissolution of business, transfer of business, transfer of ownership, insolvency, etc.), the supplier shall be entitled to demand payment from the customer, If the Buyer fails to pay due invoices despite reminders, the Supplier shall be entitled to demand advance payment or security or cash payment irrespective of any previous agreements to the contrary or damages for non-performance or to withdraw from the contract. Under the same conditions, the Supplier shall be entitled at any time to inspect the Purchaser's warehouse, to demand the return of goods subject to retention of title against crediting of the realisation amount and to secure them in a form suitable to the Supplier at the Purchaser's expense and to prohibit the resale of the goods subject to retention of title and to demand disclosure of the credit transactions.

08 Retention of title

The supplier retains title to the goods delivered by him as well as to any items resulting from their treatment or processing until all claims to which ANTON TRÄNKLE GMBH & CO KG is entitled now or in the future against the purchaser arising from the business relationship have been fulfilled. Any treatment or processing shall be carried out by the purchaser on behalf of the supplier without any obligations arising for the supplier. If the purchaser processes reserved goods with other goods, the supplier shall be entitled to co-ownership of the new goods in the ratio of the value of the processed reserved goods to the other goods at the time of processing or treatment. The Purchaser hereby assigns to the Supplier any co-ownership shares arising from the combination, blending or mixing of the delivered goods with other goods. The Purchaser shall hold the goods as custodian for the Supplier with due commercial care. The Purchaser may only sell the delivered goods and the items resulting from their treatment or processing, combination, blending or mixing in the ordinary course of business and against cash payment or subject to retention of title. Transfer by way of security, pledging and other dispositions jeopardising the rights of the supplier are not permitted. The Purchaser hereby assigns to the Supplier as security the claims to which it is entitled from the resale or on any other legal grounds relating to the goods subject to retention of title in the amount of the value of the resold goods or the sales proceeds if this does not reach the value of the goods. If the reserved goods are sold by the Purchaser together with other goods, the Purchaser shall assign the purchase price claim for the reserved goods in full or, in the event of prior processing or treatment with goods not belonging to the Supplier, in the amount of the value of the processed reserved goods. If such a sale is made at a total price, the customer shall assign the purchase price claims in the amount of the value of the reserved goods which are the subject of this purchase. As long as the customer fulfils his obligations, the assignment shall be treated as an undisclosed assignment and the customer shall be authorised to collect the receivables. The purchaser is not authorised to assign, pledge or sell the receivables (including within the framework of a factoring transaction). If the value of the securities exceeds the Supplier's claims by more than 25 %, the Purchaser shall be entitled to demand the release of the securities to this extent. The Purchaser shall notify the Supplier immediately of any access by third parties to the reserved goods or the assigned claims, handing over the documents necessary for the intervention. The costs of the intervention shall be borne by the Purchaser. The assertion of the retention of title and a demand for surrender in accordance with clause 07, paragraph 3, shall not be deemed a cancellation of the contract.

09 Terms of payment

Payment of the invoice amount must be made in cash net cash within 30 days of the invoice date. Only payments in cash, bank transfers or crossed cheques are deemed to be cash payments. The payments themselves are only to be made to the supplier. The purchaser is not entitled to withhold or offset payments, not even on the basis of complaints or counterclaims. Only the right of the Purchaser to offset or withhold payment against the purchase price for a delivery remains reserved, as long as the Purchaser is entitled to admissible warranty claims in respect of the same delivery in accordance with these Terms and Conditions of Delivery. If the claims for defects relate only to part of the deliveries, the Purchaser's rights of set-off and retention shall be limited to a reasonable part of the outstanding purchase price. Bills of exchange are not recognised as means of payment. In the event of non-compliance with the terms of payment, the following shall be deemed agreed: All claims of the supplier shall be due immediately in cash. The Buyer shall be in default even without a reminder. He shall be obliged to provide suitable security for all claims of the Supplier, in particular by encumbrance of real property, assignment of claims and transfer or pledging of objects. The Purchaser may no longer sell the items in the sole or co-ownership of the Supplier in accordance with Clause 08, paragraphs 1 and 2, and must surrender them to the Supplier on request. Rights in rem of third parties shall not be affected by the surrender. In this case, the Purchaser may no longer collect claims assigned in accordance with Clause 08. The Purchaser shall hold cash payments on the assigned claims in separate custody for the Supplier and shall assign to the Supplier postal and bank balances in the amount to be calculated in accordance with Clause 08, paragraphs 4, 5 and 6. The amounts shall be forwarded to the Supplier without delay. The supplier is entitled to demand compensation for damages caused by delay, without prejudice to further claims. Interest on arrears shall be charged at the statutory rate. Furthermore, the supplier shall be entitled to withdraw from the contract or to claim damages for non-performance without setting a grace period and without declaring that acceptance of the service is refused.

10 Change of order

Any change to the order requires the consent of the supplier. In the event of technical changes, changes to quotas and deadlines with regard to the concluded contract, the supplier shall be entitled to charge all conversion and additional costs. These include residual amortisation of fixed order costs, costs for new tools and machine conversions, interest and storage costs, costs due to changed calculation conditions, costs for the technical and administrative implementation of changes. In addition, the supplier automatically insists on acceptance and payment of the raw materials and finished parts available in-house and from sub-suppliers. If changes result in capacity utilisation gaps, the supplier shall also be entitled to charge the customer for the associated costs.

11 Place of fulfilment, place of jurisdiction and applicable law

The place of fulfilment for all obligations arising from the contract is the supplier's registered office. The place of jurisdiction shall be the VS-Villingen Local Court or the Constance Regional Court. At its discretion, the supplier may also bring an action at the District Court of Freiburg or at the customer's place of jurisdiction. The contractual relationship shall be governed by German law, unless expressly agreed otherwise in writing when the contract is concluded.

12 Amendments and legal validity of the contract

Any amendments to the above terms and conditions agreed in writing with the supplier shall only apply to those individual contracts for which this amendment is expressly agreed. Such an amendment shall have no retroactive effect, nor shall it apply to future contracts unless expressly agreed otherwise. The legal invalidity of individual contractual provisions or individual provisions of the above terms and conditions of sale and delivery shall not affect the legal validity of the contract or the terms and conditions in all other parts.