General Sales and Delivery Conditions

- Applicable exclusively in relation to entrepreneurs -

1. General information

1.1 The following terms and conditions of delivery shall apply exclusively to all services and deliveries concerning, for example, processed samples, machines and equipment, contract lapping work, consumables, raw materials, polished parts on a contract basis, etc., and to the performance of repair work. These terms and conditions shall also apply to rental transactions and to all subsequent transactions as agreed even if we do not expressly refer to them in further contracts - in particular when ordering by telephone. 1.1 The acceptance of the goods delivered by the Supplier or the receipt of the service rendered by us shall in any case be deemed to be an acknowledgement of these terms and conditions of delivery. Deviating agreements or additions are only binding if they are confirmed by us in writing. Any conflicting terms and conditions of purchase of the Buyer shall not apply, even if they are not expressly contradicted in writing.

2. Offer

2.1 The documents belonging to the offer, such as pictures, drawings, specifications of weights and dimensions, etc., are only approximate and do not constitute a specification of the quality of the goods, unless they are expressly designated as binding by the Supplier. All offers are subject to change unless otherwise stated in the offer. Cost estimates are generally non-binding. In the case of test orders, which we carry out on behalf of the Customer, we are only obliged to produce this order twice and if the desired result cannot be achieved, we reserve the right to make design changes. Changes in quantity or quality usually result in price changes.

2.2 The offers with all attachments shall remain the property of the Supplier. They may not be made accessible to third parties without the express written consent of the Supplier. Infringement or misuse shall result in the obligation to pay full compensation and shall entitle us to withdraw from all obligations entered into. If a contract is not concluded, they must be returned to the Supplier on request. All drawings and documents must be returned to us immediately after consultation.

3. Contract conclusion

3.1 The Contract shall be deemed concluded when the Supplier has sent a written declaration of acceptance (order confirmation) within the legal period after receipt of an order.

3.2 Verbal declarations, guarantees, collateral agreements and amendments shall only be valid if they have been confirmed in writing by the Supplier.

4. Content of the supply contract

4.1 All information provided by the Supplier regarding the products, in particular the illustrations, drawings, quality, quantity, weight, dimension and performance data as well as technical specifications contained in the offers and printed materials, shall only represent approximate values and shall not be deemed to be quality specifications. Insofar as no limits for permissible deviations are specified in the order confirmation and no expressly recognised Customer specifications result, deviations customary in the industry are permissible in any case. The condition, suitability, specification and function as well as the intended use of the Supplier’s goods shall be determined exclusively in accordance with the Supplier’s performance descriptions and technical specifications. Public statements, recommendations or advertising by the Supplier or third parties do not constitute a quality description of the goods.

5. Contract processing

5.1 If manufacturing and performance are performed in accordance with the Customer’s technical specifications, Bierther Submikron GmbH shall be deemed to have fulfilled its contractual obligations if the processing performed by it on the goods made available to Bierther Submikron GmbH is delivered in accordance with the Customer’s specifications, with the scope for necessary variations and tolerances. Bierther Submikron GmbH is not obliged to check and possibly correct the Customer's specifications or to check or test the functionality of the processed products. Bierther Submikron GmbH assumes no liability for the usability of the processed parts for the purpose intended by the Customer, the functional capability or the further processing/further refinement. Bierther Submikron GmbH shall only be liable for the processing service it has performed within the scope of the warranty under item 15 and the liability under items 13.5 - 13.7. In order to determine a manufacturing specification or to issue a production release at the Customer’s site, Bierther Submikron GmbH shall supply test samples or carry out a quality test on trial samples in accordance with a separate written Customer order.

5.2 In the event that the Customer commissions Bierther Submikron GmbH to test a new material or a new combination of materials and/or a new processing method for development purposes, Bierther Submikron GmbH shall not assume any liability for the occurrence of the desired development success, specific functionalities, unless Bierther Submikron GmbH has expressly assumed such liability by separate declaration in writing.

6. Prices

6.1 Unless otherwise agreed, prices are generally net ex works, including loading at the factory, but excluding packaging. They are generally considered uninsured.

7. Payment

7.1 Payments shall be made directly to the Supplier’s payment office, not to representatives or third parties. Unless otherwise agreed, the following payment terms shall apply:

a) for deliveries of goods: 8 days, 2% discount, 30 days net;

b) for machine deliveries:
30 % advance payment without discount upon receipt of order confirmation
60 % without discount on notification of readiness for shipment
10 % 30 days without discount deduction after the invoice date;

c) for delivery on a rental basis, for contract work, and special prices: Payment without discount deduction, immediately upon receipt of invoice. If the Buyer fails to meet its payment obligations, the entire remaining debt shall become due immediately and, at the same time, interest on arrears shall be charged until further notice, subject to the assertion of further claims for damages caused by default (see 8.4). Incoming payments shall only be set off against the oldest claim of the Supplier.

7.2 The Buyer shall not be entitled to set-off against counterclaims due, unless such counterclaims are undisputed or have become legally binding.

7.3 If the payment deadlines are exceeded, the Supplier shall charge default interest in the amount of 8% p.a. above the respective base interest rate of the Deutsche Bundesbank, unless higher or lower damages are proven.

7.4 After a reasonable period of grace, we shall be entitled to withdraw from the Contract and/or to claim damages instead of the performance.

8. Delivery time; Force Majeure

8.1 The delivery period shall commence with the dispatch of the order confirmation, but not before the provision of the documents, approvals, releases to be procured by the Purchaser and before receipt of any agreed advance payment.

8.2 The delivery period shall be deemed to have been complied with if the delivery item has left the factory, or notification of readiness for dispatch has been given, by the time the delivery period expires.

8.3 In the event of Force Majeure, such as measures in the context of labour disputes, in particular strikes and lockouts, operational disruptions and other unforeseen impediments the performance for which the Supplier is not responsible, the delivery period shall be extended by a reasonable period of time until the obstacle to performance has been removed and a reasonable start-up period thereafter. The Supplier shall notify the Buyer of the occurrence of such impediment as soon as possible. If the impediment to performance is likely to be permanent, the Supplier shall be entitled to withdraw from the Contract in whole or in part. If the Supplier intends to make use of the withdrawal right, it shall notify the Buyer thereof without undue delay after having realised the scope of the impediment to performance, even if an extension of the delivery period had initially been agreed with the Buyer.

8.4 Compliance with the delivery period shall be conditional upon the fulfilment of the Purchaser’s contractual obligations. If delivery or installation is delayed through the fault of the Buyer, the costs incurred by the Supplier, the waiting time of the workforce and any allowances shall be reimbursed.

8.5 The Supplier shall, however, be entitled to withdraw from the Contract or to claim damages instead of performance after setting and fruitless expiry of a reasonable period of grace.

9. Transfer of risk

9.1 All sales are ex works of the Supplier. Shipping and transport shall always be at the risk of the Buyer. The risk shall pass to the Buyer, also in case of partial delivery, as soon as the consignment has been handed over to the data subject performing the transport - irrespective of whether this is a person belonging to the Supplier’s company or a third party - or has left the Supplier’s warehouse for the purpose of shipment, unless item 10.2 applies.

9.2 If the Buyer refuses to accept the goods or if the shipment of the delivery is delayed for other reasons for which the Buyer is responsible, the risk shall pass at the beginning of the Buyer’s default in acceptance.

9.3 Insurance against transport damage shall only be performed at the order and expense of the Buyer, unless otherwise agreed in the individual case.

9.4 If the goods to be processed are collected by us at the request of the Client, the Client shall bear the transport risk. The Client is free to insure these risks. Individual agreements shall remain unaffected.

10. Retention of title

10.1 All goods delivered shall remain the property of the Supplier (reserved goods) until all its existing claims and claims arising after the conclusion of the Contract have been paid, in particular the claim balances shown in each case. Prior to this, pledging or transfer of ownership by way of security is not permitted. Any pledging by third parties must be notified to us immediately.

10.2 The Buyer hereby assigns to the Supplier, together with all ancillary rights, the claims arising from the resale of the reserved goods, also within the scope of contracts for work and services or contracts for the delivery of movable goods to be manufactured or produced. They shall serve as security to the same extent as the reserved goods themselves. Assignment to third parties is only permissible with the prior written consent of the Supplier.

10.3 If the Buyer sells the reserved goods together with other goods not purchased from the Supplier, the assignment of the claim from the resale shall only apply to the amount of the invoice value of the reserved goods at the time of delivery. In the event of the sale of goods in which the Supplier has co-ownership, the assignment of the claim shall apply in the amount of this co-ownership share.

10.4 The Buyer may only sell the reserved goods in the ordinary course of business under his normal terms and conditions and under agreement of a retention of title to the extent drawn by the Supplier. The Buyer is entitled to collect the claims from the resale.

10.5 If the Buyer fails to fulfil obligations arising from this Contract or other contracts with the Supplier, or if circumstances become known which reduce its creditworthiness, the Buyer shall, at the Supplier’s request, provide the names of the third-party debtors. The Supplier shall be entitled to prohibit the Buyer's authority to resell as well as to process the reserved goods and to combine and mix them with other goods and to revoke the collection authorisation.

10.6 Any processing and working of the reserved goods shall be carried out for the Supplier as manufacturer within the meaning of Art. 950 BGB (German Civil Code) without any obligation on the part of the Supplier. If the reserved goods are processed and worked on, combined or mixed by the Buyer with goods of other origin to form a new item or a mixed stock, the Supplier shall be entitled to co-ownership thereof in the ratio of the invoice value of the reserved goods at the time of delivery to the value of the other processed or mixed goods. If the reserved goods are combined or mixed with other items and if an item belonging to the Buyer is to be regarded as the main item within the meaning of Art. 947 BGB (German Civil Code), it is hereby agreed that a co-ownership share in the ratio of the invoice value of the reserved goods to the value of the main item shall pass to the Supplier and the Buyer shall keep the item in safe custody for the Supplier free of charge.

10.7 The Buyer shall keep the reserved goods for the Supplier. Upon request, the Supplier shall be enabled at any time to take stock at the place of the respective storage and to adequately mark the reserved goods. If the value of the existing securities exceeds the Supplier’s claims by more than 20% in total, the Supplier shall be obliged to retransfer securities to this extent at the Buyer’s request.

10.8 Rented products shall remain the property of Bierther Submikron GmbH. Rental payments are generally not considered as down payments for a later purchase, unless a written agreement with the Supplier is made for this purpose.

11. Drawings and drafts

11.1 Unless otherwise agreed, drawings of the products offered do not have to be approved by the Buyer.

11.2 The Buyer shall not hand over, lend, show, sell or otherwise make available to any third party who does not have a compelling need to know or who has not agreed to be bound by this item 12 any drawings, photographs or specifications produced by the Supplier or reproductions thereof which would enable anyone other than the Supplier to produce similar equipment, software licenses or parts thereof.

12. Non-disclosure of proprietary information ALSO APPLIES TO SUPPLIERS

12.1 The Buyer, its customers and end users (if any) shall not obtain any rights in or claims to, patents, inventions, designs, discoveries, technical data, copyrights, trademarks, trade secrets or other intellectual and industrial property rights arising out of the performance of the Supplier or otherwise relating to the Product supplied or made available. Such rights shall remain the sole property of the Supplier.

12.2 Buyer acknowledges that Supplier has developed or otherwise obtained, often at great cost, certain proprietary information and techniques that are of great value to its business and for that reason are held confidential by Supplier and have been disclosed to Buyer only in connection with the purchase of the Product subject to this Agreement.

12.3 The Buyer agrees to keep all secret information confidential and not to copy, publish, summarise or disclose such information directly or indirectly to any third party without the prior written consent of the Supplier.

12.4 Buyer agrees to take all necessary steps (including non-disclosure agreements with Buyer’s employees and consultants, and the steps Buyer takes to protect its own proprietary information) to protect any proprietary information received from Supplier and to prevent its disclosure to and/or use by third parties. For purposes of these paragraphs, “proprietary information” includes, but is not limited to,

a) information regarding the Supplier’s secrets related to the integration of manufacturing processes;

b) information drafted by the Supplier regarding the functions, user interface, distribution, use or maintenance of the product;

c) information pursuant to items 10 and 11 of these General Terms and Conditions.

12.5 The Buyer acknowledges that the Supplier shall be entitled to seek judicial assistance to protect, preserve, defend and enforce its rights with respect to such proprietary information, in addition to any other available remedies.

13. No assignments

13.1 The Buyer may not assign any rights or claims granted to him by the Supplier.

14. Warranty

14.1 The Buyer shall carefully inspect the delivered goods for any material defects immediately upon arrival at the place of destination. If the Buyer discovers a defect, he must notify the Supplier immediately, at the latest 8 days after receipt of the goods at the place of destination, in text form with an exact description of the defect. Otherwise, the delivery shall be deemed to have been accepted free of defects. If the defect was not recognisable despite careful inspection of the goods upon delivery, it must be reported immediately after its discovery. Notices of defects must always be addressed directly to the Supplier.

14.2 In the event of a justified and timely notice of defect, the Supplier shall, at its discretion, provide subsequent performance by repair or replacement. These can only be carried out after the cause of the damage has been properly determined by means of a detailed inspection at the Supplier’s works. All shipments intended for examination or repair shall be sent free of charge, but only upon request.

14.3 If a repair or replacement delivery finally fails, the Buyer may demand a reduction of the purchase price or rescission of the Contract. In the event of minor defects, the Buyer shall not be entitled to withdraw from the Contract. If the Buyer chooses to withdraw from the Contract after subsequent performance has failed, he shall not be entitled to any additional claim for damages on account of the defect.

14.4 If the Buyer receives deficient installation instructions, the Supplier shall only be obliged to deliver error-free installation instructions. If the Buyer receives deficient assembly instructions, the Supplier shall only be obliged to deliver error-free assembly instructions.

14.5 The foregoing provisions conclusively contain the warranty for the Supplier’s goods. In particular, he shall be liable for all other claims for damages to which the Buyer may be entitled due to or in connection with defects of the delivered goods, irrespective of the legal grounds, exclusively in accordance with item 15.6,

14.6 The Supplier shall only be liable for claims for damages due to culpable acts, irrespective of the legal grounds, including delay, deficient delivery, breach of duties arising from a contractual relationship or duties during contractual negotiations, tort, product liability (with the exception of liability under the Product Liability Act), in the event of intent or gross negligence. Liability for slight negligence is excluded, unless the purpose of the Contract is substantially jeopardized by the infringement. In any case, the Supplier shall only be liable for the damage foreseeable and typical at the time of conclusion of the Contract. This limitation does not apply to injuries suffered by the Buyer to life, body, health or spiritual well-being. Any personal liability of the legal representatives, vicarious agents and employees of the Supplier for damage caused by them due to slight negligence shall be excluded.

14.7 Warranty claims of the Buyer shall be prescribed within one year from delivery of the goods. The same applies to claims for compensation by the Buyer. This shall not apply if the Supplier can be accused of fraudulent intent.

14.8 Agreements between the Buyer and his customers which go beyond the legal warranty claims shall not be at the expense of the Supplier.

15. Warranty for sample processing

15.1 We shall only assume warranty for our performance in accordance with the following provisions and only towards the Client as the first purchaser. The assignment of warranty claims to third parties is excluded.

15.2 We guarantee professional surface treatment in material and workmanship according to the recognised rules of technology, the valid DIN regulations or those generally recognised in the design. During a surface treatment, deviations from a pattern underlying the order may occur due to physical and chemical processes as well as due to quality differences of the raw material, which is sometimes unavoidable.

15.3 Defective surface-treated parts will be professionally repaired by us free of charge as far as this is technically possible for Bierther Submikron GmbH.

15.4 The delivered goods must be inspected immediately to ensure that they are free of defects. Defects must be reported in writing immediately, but no later than 8 days after receipt of the goods. The obligation to inspect shall also apply if outturn samples have been sent. In the case of defects that are not immediately apparent, the same shall apply within the aforementioned period after discovery of the defect.

15.5 If a complaint is not made in due form or time, the goods shall be deemed approved by merchants within the meaning of the HGB (German Commercial Code).

15.6 The objects handed over to us for processing must be delivered with a delivery bill or with precise written information on the number of pieces and total weight. The details of the gross weight, even if they are significant for the Client, are not binding for us. Replacement for missing parts shall only be provided if their delivery is evidenced by a delivery bill signed by us and the risk for the missing parts has passed to us. In the case of small and mass-produced parts, we shall not be liable for rejects and shortfalls of up to 3% of the total quantity delivered in each case, unless otherwise agreed.

15.7 The Client is reserved the right to reduce the purchase price or, at its option, to withdraw from the Contract and claim damages in the event of failure of subsequent performance or if the Seller refuses both subsequent improvement and subsequent delivery or if subsequent performance is unreasonable. A rectification of defects shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or the defect or other circumstances indicate otherwise.

15.8 The Contractor shall be liable for intent and gross negligence except in the case of damage resulting from injury to life, body or health. The liability for simple or slight negligence is excluded, as far as it does not concern the infringement of an essential contractual obligation in the sense of the jurisprudence of the Federal Court of Justice. Insofar as the aforementioned exclusion of liability does not apply due to the breach of a material contractual obligation, the Contractor shall only be liable for the foreseeable damage typical for the Contract. Further claims of the Client are excluded. The Contractor’s liability under the Product Liability Act shall remain unaffected. Contractual penalties are not recognised.

15.9 A defect in the partial delivery shall not entitle the Client to withdraw from the Contract, unless the defect in a partial delivery is so significant that the acceptance of further partial deliveries is no longer acceptable to the Client.

15.10 The warranty only applies to stresses under normal, operational and climatic conditions. If the goods are intended for special conditions and we have not been informed of this beforehand, so that this has not become an object of the Contract, a warranty for these special conditions is excluded. The warranty shall expire with respect to such defects for which a remedy has already been attempted by a third party, unless the User has previously had a reasonable opportunity to remedy the defect.

15.11 The material to be processed must be suitable for processing in our premises. The suitability results from the inspection of the delivered parts. If this is not the case, we are entitled to refuse processing or to withdraw from the Contract. If the Client nevertheless insists on processing or if the material delivered to us for surface treatment is technologically unsuitable for such surface treatment for reasons not recognisable to us, we shall not assume any warranty for a specific dimensional accuracy or a specific result, insofar as a defectiveness is attributable to the unsuitability of the material and is not due to gross negligence or intent on our part.

15.12 If the Client does not provide the goods intended for surface treatment or a material sample suitable for this purpose for testing purposes for a sufficiently long period of time, but at least for six weeks, prior to the start of processing, liability for corrosion damage based neither on intent nor gross negligence shall be excluded. If, in individual cases, in view of the delivery time specified by the Client, it is not possible for reasons of scheduling to carry out short-term tests or other chemical and/or mechanical examinations or to draft measurement reports or test certificates, and if the Client nevertheless requests surface treatment, liability for defects attributable to the lack of inspection shall be excluded, except in cases of intent and gross negligence.

15.13 Hollow parts are only processed on the outer surfaces, unless cavity treatment has been agreed in special cases. Immediately occurring corrosion on the untreated surfaces does not justify any warranty claims. Surface-treated material is at risk from condensation and friction corrosion. The Client undertakes to pack, store and transport the goods properly.

15.14 The Client shall determine the minimum dimensions at a measuring point to be agreed upon and shall prevent chemical and mechanical damage to the surface by taking appropriate measures. We shall only be liable for weather damage and for any damage caused by residues from the treatment process later leaking out of duplicates and other inaccessible cavities in the event of gross negligence and intent.

16. Warranty and liability for contract work

16.1 Bierther Submikron GmbH shall notify the Customer of any defects arising during the manufacturing process at its premises. After separate agreement with the Customer, the processed goods shall be inspected and deviations from the Customer’s specifications shall be notified.

16.2 In the event of defects in the delivery item which occur as a result of circumstances prior to the transfer of risk (e.g. material defects, faults in pre-processing), Bierther Submikron GmbH shall be entitled at its own discretion to rectify the defect or to supply a defect-free replacement. No warranty is assumed in particular in the following cases: Unsuitable or improper use of the processed goods, natural wear and tear, faulty or negligent handling, unsuitable chemical, electrochemical or electrical influences, unless Bierther Submikron GmbH is responsible for them. Furthermore, no warranty shall be assumed if goods delivered by the Customer to Bierther Submikron GmbH do not meet the quality requirements necessary for successful processing; such insufficient quality shall be deemed to exist in particular in the case of unsuitable pre-treatment or preparation, dimensional differences, open and concealed damage and corrosion. Any additional costs incurred by Bierther Submikron GmbH as a result shall be borne by the Customer. No warranty is also granted for faults that occur due to incomplete, incorrect or late information or instructions from the Customer about the goods to be processed themselves and/or the way in which they are to be processed. If the Customer or a third party carries out improper repairs, Bierther Submikron GmbH shall not be liable for the resulting consequences. The same applies to changes made to the goods to be processed without the prior consent of Bierther Submikron GmbH and in the case of development services.

16.3 Defects must be reported immediately after delivery or after storage. For this purpose, the Customer shall be permitted to inspect the object to be stored upon request. Deviating from this, defects which are not recognisable even upon inspection of the delivery item shall be notified immediately upon their discovery. The complaint must state which defects were found, the number of parts complained about and whether they were noticed immediately or only after further processing of the parts. Bierther Submikron GmbH is entitled to inspect the defectiveness by its own employees. If no notice of defects is given in due time, the assertion of warranty claims is excluded.

16.4 The Customer shall give Bierther Submikron GmbH the necessary time and approval for any repairs and replacement deliveries deemed necessary at its reasonable discretion, otherwise Bierther Submikron GmbH shall be released from its liability for defects. Only in urgent cases of danger to operational safety and to prevent disproportionately large damage, in which case Bierther Submikron GmbH must be notified immediately, or if Bierther Submikron GmbH is in default with the rectification of a defect, shall the Customer have the right to rectify the defect himself or have it rectified by third parties and to demand reimbursement of the necessary costs from Bierther Submikron GmbH.

16.5 Of the direct costs arising from the repair or replacement delivery, Bierther Submikron GmbH shall bear - insofar as the complaint proves to be justified and the complaint was made properly and in good time - the costs of the replacement part, including the costs of shipment, as well as the reasonable costs of removal and installation or reworking of the defective part, provided that Bierther Submikron GmbH does not thereby incur a disproportionate burden. Otherwise, the Customer shall bear the costs.

16.6 If Bierther Submikron GmbH seriously and finally refuses performance, refuses to remedy the defect and subsequent performance due to disproportionate costs, or if subsequent performance fails or is unreasonable for the Customer, the Customer may, at its option, only demand a reduction in remuneration (reduction) or rescission of the Contract (withdrawal) and damages (within the scope of the limitation of liability set out below) instead of performance. If there is only a minor defect, the Customer shall only be entitled to a reduction of the remuneration. The right to reduce the remuneration shall otherwise remain excluded.

16.7 If the Customer chooses compensation for damages after subsequent performance has failed, the goods shall remain with the Customer if this is reasonable for him. The compensation is limited to the difference between remuneration and the value of the defective processing. This shall not apply if Bierther Submikron GmbHhas fraudulently caused the breach of Contract.

16.8 The prescription period for claims due to defects in the processed goods is 12 months from delivery to the Customer. It shall be extended by the duration of the interruption of the productive use of the processed goods caused by rectification work. Warranty claims regarding the replacement part and the rectification of defects are prescribed in 12 months.

16.9 For the rest, item 15.7 et seq. shall apply.

16.10 The Customer may withdraw from the Contract if Bierther Submikron GmbH is unable to provide the entire service before the transfer of risk. The Customer may reduce the counter-performance if the execution of a part of the delivery becomes impossible; if the Customer has a justified interest in refusing a partial delivery, sentence 1 shall apply. Payments already made shall be refunded to this extent.

16.11 If the impossibility occurs through the fault of the Customer, the Customer shall remain obliged to provide the counter-performance. The same shall apply in the event of impossibility in the event of default of acceptance, insofar as Bierther Submikron GmbH is not responsible for the impossibility.

16.12 If a delivery is delayed for reasons for which Bierther Submikron GmbH is responsible and if a reasonable period of grace, which is combined with the express declaration that the Customer will refuse acceptance of the service after expiry of this period, is not observed, the Customer shall be entitled to withdraw from the Contract.

16.13 If the Customer suffers damage as a result of a delay on the part of Bierther Submikron GmbH, he shall be entitled to claim compensation for the delay. This shall amount to 0.5% for each full week of delay, but in total not more than 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the Contract as a result of the delay.

16.14 In the case of slightly negligent breaches of duty, the liability of Bierther Submikron GmbH shall be limited to the foreseeable, direct average damage typical for the type of goods processed. This also applies to slightly negligent breaches of duty by the legal representatives or vicarious agents of Bierther Submikron GmbH. Bierther Submikron GmbH shall not be liable towards entrepreneurs in the event of a slightly negligent breach of non-essential contractual obligations. The above limitations of liability do not apply to claims of the Customer arising from product liability. Furthermore, the limitations of liability shall not apply in the event of bodily injury or damage to health attributable to Bierther Submikron GmbH or in the event of loss of life of the Customer.

16.15 Bierther Submikron GmbH shall only be liable for damage not occurring to the delivery item, for whatever legal reasons, in the event of

  • intent,
  • gross negligence on the part of the owners/the executive bodies or senior employees, limited to the reasonably foreseeable damage typical for the Contract;
  • culpable injury to life, body, health and spiritual well-being;
  • defects which Bierther Submikron GmbH has fraudulently concealed or whose absence Bierther Submikron GmbH has guaranteed;
  • defects of the delivery item, insofar as liability exists under the Product Liability Act for damage to persons or property on privately used objects.
  • Any further claims are excluded.

16.16 This regulation also applies in favour of the employees of Bierther Submikron GmbH.

17. Compensation by the Buyer

17.1 In case of non-fulfilment of the Contract by the Buyer, the Supplier is entitled to claim a lump-sum compensation amounting to 15% of the net invoice value. The assertion of further damages remains unaffected. The Buyer reserves the right to prove that the Supplier has not suffered any damage at all or that the damage is lower than the lump sum.

18. Commissioning

18.1 If the assembly costs are included in the Supplier’s price, the Buyer shall in any case be responsible for the laying and connection of compressed air and electricity lines to the machine together with accessories, light sources and water supply lines and water drainage at his own expense. The same applies to the creation of the necessary structural requirements including, if necessary, a machine foundation. Accommodation and boarding costs for fitters shall be borne by the Buyer. Unless expressly agreed otherwise, the prices offered shall only apply to orders for the entire system, uninterrupted installation and subsequently commissioning. If delivery or installation is delayed through the fault of the Buyer, the additional costs incurred by the Supplier as a result, the waiting time of the fitters and the fitter’s release shall be remunerated separately by the Buyer in accordance with the applicable rates.

18.2 Work not included in the scope of the offer shall be charged to the Buyer in accordance with the actual portions of wage and materials incurred.

19. Place of performance, place of jurisdiction, applicable law

19.1 The Supplier's registered office (Bretzenheim) shall be the place of performance for delivery and payment.

19.2 In the event of any direct or indirect disputes arising from the contractual relationship, the action shall be filed with the court having jurisdiction over the Supplier’s registered office. The Supplier shall also be entitled to bring an action at the Buyer’s registered office. Legal regulations on exclusive responsibilities remain unaffected.

19.3 The Contract shall be governed exclusively by the German law. The application of the UN Sales Convention (CISG) as well as other, also future intergovernmental or international conventions, even after their adoption into German law, is excluded.

20. Final provisions

20.1 Amendments and supplements to this Contract, including this written form clause, shall be made in writing to be effective. The same applies to collateral and additional agreements.

20.2 Transactions with legal persons under public law and special funds under public law shall be treated equally.

20.3 If any provision of this Contract is or becomes invalid in whole or in part, the invalidity of such provision shall not affect the validity of all other provisions of this Contract. The invalid provision shall be replaced by a legally valid provision which, from an economic point of view, comes as close as legally permissible to the regulatory purpose pursued by the invalid provision. The same shall apply to any gaps in this Contract.

Version 19.11.2021

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