I. Scope

The following General Terms and Conditions (hereinafter referred to as GTC) shall apply to all contracts between SGS Feinwerktechnik GbR (hereinafter referred to as SGS) and entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law (hereinafter referred to as the Customer) for manufacturing and delivery services, even if they are not mentioned again separately in subsequent contracts. Deviating, conflicting or supplementary General Terms and Conditions are hereby rejected. These General Terms and Conditions shall also apply if SGS executes the order in ignorance of terms and conditions that conflict with or deviate from these General Terms and Conditions. The Customer’s own general terms and conditions shall only apply if SGS has expressly agreed to them in writing.

II. Conclusion of contract, written form and scope of services

1 Offers from SGS are subject to change. A contract shall only come into existence upon written confirmation of an order or purchase order or implicitly upon execution of the order or ordered delivery.

2 The legal relationship between the Customer and SGS shall be governed solely by the contract concluded in writing, including these GTC. Additions and amendments to the concluded contract and the GTC must be made in writing to be effective. This shall also apply to the revocation or amendment of this written form clause. The written form requirement shall also be satisfied by telecommunication – in particular by e-mail.

3 Only services and deliveries expressly agreed between the parties are included in the scope of services. Additional services are neither owed nor included in the price. In the event that the parties disagree as to whether certain services are part of the ordered scope of services or whether a supplement is to be concluded, SGS shall be entitled to refuse performance.

4 It is the sole responsibility of the Customer to determine the suitability of SGS’s products for its purposes (including the purposes of its customers). Any liability for the fitness of SGS’s products for the Customer’s purposes is subject to SGS having confirmed or warranted such fitness in writing.

5 The documents belonging to an offer are for illustrative purposes only and are only approximate unless they are expressly designated as binding; SGS is exclusively entitled to ownership and copyrights to these. They may not be passed on to third parties. The illustrations contained therein are only approximate values. We reserve the right to deviations. The customer assumes full liability for the documents to be supplied by him, such as drawings, gauges, samples etc.. Verbal information on dimensions and the like must be confirmed in writing.

6  SGS is entitled to use subcontractors for the provision of services. Insofar as the provision of services by the respective subcontractor requires the transfer of confidential information of the Customer, the Customer agrees that this may be passed on to subcontractors for the purpose of the provision of services by SGS. SGS undertakes to point out to the respective subcontractor that it is obliged to treat the information provided to it confidentially before passing it on.

III. Prices, offsetting, right of retention

1 All prices are in EURO plus the statutory VAT and packaging costs applicable at the time of delivery as well as other expenses.

2 Deliveries are FCA (Incoterms 2010) from 82497 Unterammergau, In der Weide 9 or 82442 Saulgrub, Dorfstr. 19.

3 Unless otherwise agreed, payment is due when the invoice is issued.

4  The Customer shall be in default with his payment obligation – irrespective of a reminder by SGS – if he does not make payment within 30 days after the due date and receipt of an invoice or an equivalent payment schedule

5 If a due claim of SGS is not settled even after a payment reminder and expiry of a further period of two weeks, all claims of SGS arising from the business relationship with the Customer shall become due for payment immediately. SGS shall then be entitled to make further deliveries only against advance payment or the provision of sufficient security.

6 The Customer may only offset its own claims against SGS if the Customer’s claims are undisputed and have been legally established or if it is a claim of the Customer from the same business relationship. The Customer may only assert a right of retention due to its own claims from the same contractual relationship.

IV. Price changes

Price changes are permissible if there are more than 4 months between the conclusion of the contract and the agreed delivery date. If wages, material costs or market cost prices increase thereafter until completion of the delivery, SGS shall be entitled to increase the price appropriately in accordance with the cost increases. The Customer is only entitled to withdraw from the contract if the price increase significantly exceeds the increase in the general cost of living between the order and delivery.

V. Cancellation costs

If the Customer withdraws from a placed order without justification, SGS may claim up to 10{c5c1b4bc38463c6f0c4003c1a5e6fc36db2e401fa2c6d3633b3612daa7476263} of the net sales price for the costs incurred in processing the order and for loss of profit, without prejudice to the possibility of demanding performance of the contract or claiming higher actual damages. The Customer reserves the right to prove that SGS has incurred no or less damage as a result of the withdrawal

VI. Deadlines, dates, delays

1 Dates and deadlines are only binding if they are confirmed by SGS.

2 Unless otherwise agreed, deadlines shall commence with the dispatch of the order confirmation, but not before the customer has provided any documents, approvals, releases and compliance with the agreed terms of payment from this and other orders and other obligations of the customer.

3 The agreed deadlines shall be extended or the agreed dates delayed in the event of hindrances to business operations and/or the business operations of its suppliers or subcontractors for which SGS is not responsible, in particular due to strikes, lawful lockouts, official orders and all other cases of force majeure. The deadlines shall be extended or the dates delayed by the duration of the hindrance, plus a reasonable start-up period. The same shall apply in the event of operational disruptions, lack of raw materials or operating resources, lack of transportation options as well as late delivery by suppliers, if SGS is not responsible for these circumstances and insofar as they can be proven to have a significant influence on the performance owed by SGS. SGS shall also not be responsible for the aforementioned circumstances if they occur during an already existing delay. SGS shall inform the Customer as soon as possible of the beginning and expected end of such hindrances.

4 If SGS is in default, the Customer must grant SGS a grace period of at least 4 weeks in writing before it can withdraw from the contract.

VII. Warranty

1 In the case of a defect wohse cause was already present at the time of the transfer of risk, the Customer shall have a claim to rectification or subsequent delivery at the discretion of SGS.

The costs incurred for the rectification/subsequent delivery (transport, travel, labor and material costs) as well as the costs for the inspection of the defect shall be borne by the Customer.

If SGS is unable to rectify a defect subject to its warranty obligation, or if further attempts at rectification are unreasonable for the Customer, the Customer may demand a reduction in price or withdraw from the contract instead of rectification. In all other respects, the statutory provisions shall apply.

2  The Customer must notify SGS of any defects immediately in writing.

3  The warranty obligation shall not apply if

a) the Customer has not used the item to be produced and delivered under the contract (hereinafter referred to as the delivery item) in accordance with its intended use, or

b) changes are made to the delivery item by the Customer without the separate written consent of SGS.

4 The customer’s right to compensation shall be governed by the conditions set out in Clauses 8 and 9; Section 444 BGB shall remain unaffected.

5 In addition to the statutory provisions, the Customer shall only be entitled to a right of withdrawal and a claim for damages instead of performance due to a breach of non-performance-related obligations pursuant to Section 241 (2) BGB if it has previously warned SGS in writing and the breach of obligation has nevertheless not been remedied by SGS.

VIII. Liability for damages, recalls

1  Claims of the Customer for expenses or damages, regardless of the legal basis, are limited to damages that were caused by SGS or one of its vicarious agents or contractors

a)  intentionally,

b)  due to gross negligence or

c)  in case of essential contractual obligations, due to ordinary negligence.

Essential contractual obligations in this sense are such obligations of SGS which are intended to fulfill the rights of the Customers which the Customer has according to the content and purpose of the contract concluded with SGS as well as such obligations whose fulfillment is essential for the proper performance of the contract concluded with SGS and on whose compliance the Customer regularly relies and has relied.

2  Liability is limited to damages that were foreseeable as typical damages in comparable transactions of this type when the contract was concluded or at the latest  at the time the breach of duty was committed, unless SGS is liable due to intent or gross negligence on the part of its legal represantatives or executive employees.

3  Liability is limited in terms of reason and amount to the liability insurance cover of SGS.

4  The above limitations of liability shall not apply in the case of injury to life, limb or health, in the case of liability under the Product Liability Act or in case of any other more extensive mandatory statutory liability.