General terms and conditions

These terms and conditions shall apply to all present and future transactions between SATTLER GmbH (hereinafter also referred to as "Contractor") and the entrepreneurial customer (hereinafter referred to as Customer or Buyer). We shall not be bound by any deviating terms and conditions of the Customer (Buyer) which we have not expressly acknowledged, even if we do not expressly object to them despite being aware of them or deliver without reservation.

1. our offers are subject to change. Declarations, in particular verbal subsidiary agreements, promises, guarantees and other assurances by the sales staff shall only become binding upon written confirmation by SATTLER GmbH. 2.
2. the contract shall only be concluded upon written confirmation of the order by the entrepreneur or upon delivery of the goods. If the order confirmation deviates from the order, the customer must object to it in writing within one week of receipt, otherwise the content of our order confirmation shall apply.
3. documents belonging to the offer such as drawings, illustrations, technical data, references to standards as well as information in advertising material do not constitute warranties of characteristics unless they are expressly designated as such in writing.
4. deviations of the delivery item from offers, samples, test and preliminary deliveries are permissible in accordance with the respectively valid DIN/EN/ISO standards or other relevant technical standards in the interest of SATTLER GmbH, if and to the extent that this is not unreasonable for the customer.
5. our offers shall only be valid for the period specified.

1. a binding price determination shall only be made by written order confirmation of the contractor and subject to the proviso that the order data on which the order confirmation is based remain unchanged. Unless otherwise agreed, SATTLER GmbH's prices are quoted ex our works excluding packaging in EURO plus the statutory value added tax applicable at the time of delivery, unless otherwise stated.
2. packaging, postage, insurance and other shipping costs are not included and will be charged additionally. These costs shall be stated in full upon submission of the offer or order confirmation, unless weights and packaging sizes cannot be determined with certainty at that time.

1. a production-related excess or short delivery of up to 10% of the ordered quantity is permissible.
2. The agreed delivery period shall always apply after clarification of all technical and commercial details. In this respect, delivery periods are generally non-binding. Delivery dates shall only be binding if the delivery date has been confirmed in writing to the Purchaser as binding.
3. If an action of the customer is required for the production of the work or for the execution of the delivery, the delivery period shall only commence with the complete execution of this action by the customer. Such an action is, for example, the provision of all documents required for the execution of the order, if necessary the timely, free of charge and defect-free provision of material in accordance with agreed specifications with an appropriate quantity surcharge for any rejects as well as the completion of agreed advance payments by the Purchaser.
4. If the delivery period is exceeded, the Purchaser shall grant a reasonable extension of time which shall not be less than three weeks. This grace period provision shall only apply to non-binding delivery dates.
5. Force majeure, operational disruptions and similar unforeseeable circumstances for which SATTLER GmbH is not responsible, insofar as they are proven to have a significant influence on the production or delivery of the delivery item, shall extend the delivery period to a reasonable extent. This shall also apply if the circumstances occur with upstream suppliers. In these cases, the purchaser is in particular not entitled to withdraw from the contract and/or to claim damages. The buyer is entitled to the legal claims in consequence of impossibility.
6. if the delivery deadline, including the reasonable grace period, is not met, SATTLER GmbH shall be liable exclusively for the invoice value of the quantity of goods that were not delivered on time, up to a maximum of the negative interest. In the event that the Contractor is in default, the Customer may withdraw from the contract after the expiration of a reasonable grace period insofar as the goods have not left the factory by the expiration of the grace period. Claims for damages arising from delay and non-performance shall be governed by point 5., breach of duty, this condition.
7. in the case of call-off orders, SATTLER GmbH shall be entitled to manufacture the entire order quantity in one go. Any change requests cannot be taken into account after the order has been placed, unless this has been expressly agreed. Call-off dates and quantities can only be adhered to within the scope of our delivery and manufacturing capabilities, unless fixed agreements have been made. If the goods are not called off in accordance with the contract, SATTLER GmbH shall be entitled to invoice them as delivered after the expiry of a reasonable period of grace - but no longer than 1 year.

1. The warranty period for newly manufactured goods is 12 months from the date of delivery. These warranty periods shall apply unless other agreements have been made.
2. the purchaser has to examine the commodity immediately after delivery for faultlessness. Obvious defects are to be reported to SATTLER GmbH immediately, at the latest 3 days after receipt of the goods. If obvious defects are not reported, not reported in time or not reported in the correct form, it shall be presumed that the goods were delivered free of defects and the warranty shall lapse in this respect.
3. the entrepreneur is entitled to carry out supplementary performance according to his choice. This means that SATTLER GmbH shall decide whether, with due regard to the interests of the Customer, the defect is to be remedied or a new delivery is to be made.
4. If the supplementary performance fails, the contractor shall be entitled to repeat the supplementary performance. Also in the case of a repeated supplementary performance, the entrepreneur decides between new delivery or removal of defects.
5. The Customer shall only be entitled to withdraw from the contract and/or to claim damages if the supplementary performance has repeatedly failed. A claim for damages shall only exist within the scope of the provisions of "5. Breaches of Duty".
6. If no other written agreement is validly made with regard to the quality of delivery, a quality of delivery according to ISO2859-1 AQL 0.4, sample size "normal" (Level II) shall apply for usual quality features. If fewer defective parts than permitted here are discovered in a random sample, SATTLER GmbH may reject a complaint about the parts.

1. SATTLER GmbH shall be liable for breach of contractual and non-contractual obligations, in particular for impossibility, delay, culpa in contrahendo and permitted acts - including for executive employees and other vicarious agents - only in cases of intent and gross negligence.
2. this exclusion shall not apply in cases of injury to life, body and health of the customer, breach of cardinal obligations, i.e. obligations arising from the nature of the contract and the breach of which jeopardizes the achievement of the purpose of the contract, in the absence of warranted characteristics, in cases of mandatory liability under the Product Liability Act and in cases of compensation for damage caused by delay (§ 286 BGB). In this respect, we shall be liable for any degree of fault. However, as far as damages are concerned which do not result from injury to life, body and health of the customer, we shall only be liable for the typically occurring damage.
3. SATTLER GmbH shall not be liable in principle for breaches of duty which result from work performances which have been rendered in accordance with drawings, artwork or samples which have been checked and approved by the customer as production documents. The Contractor shall not be liable for the constructive design and correctness of the reproduced templates.
4. The Contractor shall, however, be obliged to inform the Purchaser without delay - insofar as this is recognizable - of the impossibility of the technical implementation of the templates.
5. In particular, the Contractor shall not be liable for the infringement of third party industrial property rights in the event of work being performed in accordance with the Ordering Party's specifications. The Contractor shall not be obliged to check with regard to the industrial property rights of third parties.

1. unless otherwise agreed, invoices of SATTLER GmbH are payable within 10 days with 2% discount, within 30 days net, in each case from the date of invoice. Invoices for development services, molds and tooling cost shares are each due immediately upon receipt and without deductions. Payment shall be made within these periods in such a way that the Contractor has the amount required to settle the invoice at the latest on the due date.
2. counterclaims which are disputed by SATTLER GmbH, which are not ready for decision or which have not been legally established shall not entitle the customer to withhold or offset payment. In the event of defects in the delivery, the Purchaser's counterclaims shall remain unaffected.
3. in case of exceeding the target, at the latest after reminder, the entrepreneur is entitled to demand interest in the amount of 8% above the base interest rate, whereby the mutual proof of a deviating damage caused by default is possible at any time.
4. bills of exchange will not be accepted, cheques only on account of performance and subject to crediting.
5. if the customer is in default of payment, SATTLER GmbH shall be free to refuse further performance of the contract.
6. the contractor is entitled to demand advance payments or sufficient security.
7. if the Customer refuses to pay in advance or to provide security, the Contractor shall be entitled to withdraw from the contract and to claim compensation for damages.
8. incoming payments shall, irrespective of any provision to the contrary by the Purchaser, settle the costs, then the interest and finally the principal claim; in the case of several claims, the older claim shall be settled first.

1. we retain title to the delivered item until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to take back the object of sale if the customer acts in breach of contract.
2. as long as the ownership has not yet been transferred, the customer must immediately inform SATTLER GmbH in writing if the delivered goods are seized or exposed to other interventions of third parties. Insofar as the third party is not in a position to reimburse SATTLER GmbH for the court and out-of-court costs of an action pursuant to § 771 of the German Code of Civil Procedure (ZPO), the Customer shall be liable for the loss incurred by SATTLER GmbH.
3. the purchaser is entitled to resell the reserved goods in the normal course of business. The Purchaser hereby assigns to us the claims of the customer arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax). The assignment is hereby accepted by us. This assignment shall apply regardless of whether the goods have been resold before or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended.
4. in all other respects disposals of the goods subject to retention of title, in particular transfer by way of security or pledging, shall be inadmissible.
5. items which have been made available by the Contractor to the Customer and which are not part of the work performance as such (e.g. drafts, design drawings, tools, etc.) shall remain the property of the Contractor.

1. we reserve the right of ownership and copyright to cost estimates, drafts, drawings and other documents; they may only be made accessible to third parties in agreement with us. Drawings and other documents belonging to offers shall be returned upon request.
2. if we have delivered items according to drawings, models, samples or other documents provided by the Buyer, the Buyer shall guarantee that the industrial property rights of third parties are not infringed. If third parties prohibit us from manufacturing and delivering such items, in particular by invoking industrial property rights, we shall be entitled - without being obliged to examine the legal situation - to cease any further activity in this respect and to claim damages if the Buyer is at fault. The purchaser also undertakes to indemnify us immediately against all claims of third parties in connection therewith.

1. The production of test parts and tools as well as manufacturing and modification costs for molds shall be borne by the purchaser.
2. unless otherwise agreed, the purchaser shall be charged full costs for molds, tools and other production devices. Thereby, the purchaser acquires ownership. SATTLER GmbH and its subcontractors shall be provided with these tools and/or devices free of charge for the purpose of fulfilling the object of the contract.
3. liability for moulds, tools and other manufacturing equipment provided by the purchaser shall be limited to the same care as in the purchaser's own business. Costs for maintenance and care shall be borne by the purchaser, unless agreed separately.
4. our obligation to store the goods shall expire - irrespective of the purchaser's ownership rights - at the latest 2 years after the last production from the mould or tool in accordance with the contract. After the end of this period, any return of the tools/equipment, storage or scrapping costs shall generally be borne by the purchaser.

1. The place of performance and exclusive place of jurisdiction shall be our registered office, unless otherwise stated in the order confirmation.
2. This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

1. the invalidity of individual provisions shall not affect the validity of the remaining provisions.
2. in cases of doubt, the German version of these General Terms and Conditions shall prevail. Translations into other languages are to be regarded as guidelines.