Status 10/2023

General Terms and Conditions of Delivery and Payment of Loga Präzisionsteile GmbH

Scope

1. These terms and conditions of sale apply to every (delivery) framework agreement (hereinafter referred to as "contract") and all individual contracts and/or orders within the framework of a contract (hereinafter referred to as "individual contract") with entrepreneurs, legal entities under public law, and special funds under public law (hereinafter referred to as "partner").

Our deliveries and services are provided exclusively on the basis of the following conditions.

General terms and conditions of the partner that have not been expressly recognized by us shall not be valid.

General Provisions

2. The contracting parties shall confirm oral agreements in writing without delay.

3. Orders shall only become binding upon our order confirmation.

4. The information and illustrations in brochures and on the homepage are industry-standard approximations unless explicitly stated as binding.

5. We are entitled to refuse the acceptance of an order from the partner if it becomes apparent that our payment claim arising from the individual contract would be jeopardized due to the partner’s lack of financial capacity at the time of acceptance. This is particularly the case if the insurance sum provided by our trade credit insurer to secure our claims against the partner is exceeded at the time of acceptance or if our deductible for a potential default of the partner increases by more than 10 percentage points after the conclusion of this contract, provided that the reasons for this increase lie within the partner's sphere. The same applies to any extension of this contract. Similarly, irrespective of the provision in Clause 25, this also applies to the fulfillment of an order to which § 321 Paragraph 1 Sentence 2 and Paragraph 2 of the German Civil Code (BGB) additionally apply.

6. Furthermore, we are entitled to terminate the contract without notice if there is an important reason. An important reason exists, in particular, if it becomes apparent after the conclusion of the contract that our payment claims under the contract are endangered due to the partner’s lack of financial capacity and the partner, despite being requested to do so, does not credibly assure their financial capacity within a reasonable period. Statutory rights of termination and withdrawal as well as the rights under Clauses 25 and 39 remain unaffected.

7. If individual provisions of these terms of sale are invalid or become invalid, the validity of the remaining provisions shall not be affected.

Long-Term and Call-Off Contracts, Price Adjustment

8. Contracts with an indefinite term and contracts with a duration of more than two years can be terminated with a notice period of 12 months.

9. If the material prices demonstrably change by more than 10% compared to the purchase price at the time of contract conclusion during the term of the contract, either party is entitled to request an appropriate price adjustment.

10. If no binding order quantity is agreed upon, we base our calculation on the partner’s expected, non-binding order quantity (target quantity) for a specific period.

If the partner orders less than the target quantity, we are entitled to increase the unit price appropriately. If the partner orders more than the target quantity, we reduce the unit price accordingly, provided that the partner has announced the additional demand at least six months before delivery.

11. In the case of call-off contracts, unless otherwise agreed, binding quantities must be communicated to us by call-off at least three months before the delivery date.

Additional costs incurred due to a delayed call-off or subsequent changes in call-off regarding time or quantity by our partner shall be borne by them unless they are not responsible for the delay or subsequent change; in this case, our calculation is decisive.

Confidentiality

12. Each contracting party shall use all documents (including samples, models, and data) and knowledge received from the business relationship only for the jointly pursued purposes and shall keep them confidential with the same care as their own documents and knowledge, if the other contracting party designates them as confidential or has an evident interest in keeping them confidential.

This obligation begins upon the first receipt of the documents or knowledge and ends 36 months after the business relationship ends.

13. This obligation does not apply to documents and knowledge that are generally known or that were already known to the contracting party at the time of receipt without any obligation of confidentiality or that are subsequently transmitted by a third party authorized to disclose them or that are developed by the receiving contracting party without utilizing confidential documents or knowledge of the other contracting party.

Drawings and Descriptions

14. If one contracting party provides the other with drawings or technical documents regarding the goods to be delivered or their production, these remain the property of the providing contracting party.

Samples and Production Equipment

15. Unless otherwise agreed, the manufacturing costs for samples and production equipment (tools, molds, templates, etc.) shall be invoiced separately from the goods to be delivered. This does not apply to production equipment that must be replaced due to wear and tear.

16. We bear the costs for maintenance and proper storage as well as the risk of damage or destruction of the production equipment.

17. If the partner suspends or terminates the cooperation during the manufacturing period of the samples or production equipment, all costs incurred up to that point shall be borne by them.

18. Even if the partner has paid for them, production equipment shall remain in our possession at least until the delivery contract has been completed. Afterward, the partner is entitled to demand the release of the production equipment, provided that an agreement on the time of release has been reached and the partner has fulfilled their contractual obligations in full.

19. We store the production equipment free of charge for three years after the last delivery to our partner. Our storage obligation ends after three years if no communication occurs or no new order is placed within this period.

20. Customer-specific production equipment may only be used by us for deliveries to third parties with the prior written consent of our partner.

Prices / Payment Terms

21. Unless otherwise agreed, our prices are in Euros and exclude VAT, packaging, freight, postage, and insurance.

All invoices are due for payment within eight days from the invoice date.

22. If we have indisputably delivered partially defective goods, our partner is still obligated to pay for the defect-free portion unless the partial delivery is of no interest to them. Otherwise, the partner may only offset claims for reimbursement of defect rectification or completion costs; other counterclaims may only be offset if they have been legally established, are ready for a decision, or are undisputed. The partner's right of retention or refusal to perform exists only within these limits.

23. In case of overdue payments, we are entitled to charge default interest at the rate charged by the bank for overdraft facilities, but at least eight percentage points above the applicable base interest rate of the European Central Bank.

24. In the event of payment default, we may, after giving written notice to the partner, suspend the fulfillment of our obligations until payment is received.

25. Bills of exchange and checks are only accepted by prior agreement and only on account of performance, provided they are discountable. Discount charges are calculated from the due date of the invoice amount. We do not guarantee the timely presentation of bills of exchange and checks or the collection of protests.

Delivery

26. Unless otherwise agreed, we deliver "ex works." Compliance with the delivery date or delivery period is determined by our notification of readiness for dispatch or collection.

27. The delivery period begins with the dispatch of our order confirmation and is extended appropriately if the conditions in Clause 57 apply.

28. Partial deliveries are permissible to a reasonable extent. They will be invoiced separately.

29. Within a tolerance of 10% of the total order quantity, manufacturing-related over- or under-deliveries are permitted. The total price will be adjusted accordingly.

Shipping and Transfer of Risk

30. Goods reported as ready for shipment must be accepted by the partner immediately. Otherwise, we are entitled to either dispatch them at our discretion or store them at the partner’s cost and risk.

31. Unless otherwise agreed, we select the means and route of transport.

32. The risk is transferred to the partner upon handover to the railway, freight carrier, or shipping agent, or upon commencement of storage—whichever occurs first—but no later than when the goods leave the factory or warehouse, even if we have assumed delivery.

Delivery Delay

33. If we foresee that the goods cannot be delivered within the delivery period, we will promptly notify the partner in writing, stating the reasons and, if possible, indicating the expected delivery date.

34. If delivery is delayed due to a circumstance listed in Clause 57 or due to an act or omission by the partner, an appropriate extension of the delivery period will be granted.

35. The partner is only entitled to withdraw from an individual contract if we are responsible for the failure to meet the delivery date and if they have granted us a reasonable grace period without success.

Retention of Title

36. We retain ownership of the delivered goods until all claims from the business relationship with the partner have been settled.

37. The partner is entitled to resell these goods in the ordinary course of business as long as they fulfill their obligations under the business relationship with us in a timely manner. However, they may not pledge or transfer ownership of the goods as security. They must safeguard our rights when reselling the goods on credit.

38. In the event of a breach of obligations by the partner, particularly in the case of payment default, we are entitled—after the unsuccessful expiration of a reasonable deadline set for the partner—to withdraw from the individual contract and reclaim the goods; statutory provisions on the dispensability of setting a deadline remain unaffected. The partner is obligated to return the goods.

39. All claims and rights arising from the sale or any permitted leasing of goods subject to our ownership rights are hereby assigned to us by the partner as security. We accept this assignment.

40. Any processing or transformation of the retained goods is always carried out for us. If the retained goods are processed, combined, or inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the invoice value of the retained goods to the other processed or mixed items at the time of processing or mixing.

If our goods are combined or inseparably mixed with other movable items to form a single item and if the other item is considered the main item, the partner transfers proportional co-ownership to us, provided that they own the main item. The partner shall hold ownership or co-ownership on our behalf. The same applies to any items resulting from processing, combination, or mixing.

41. The partner must immediately notify us of enforcement measures by third parties against the retained goods, the claims assigned to us, or other securities, providing the documents necessary for an intervention. This also applies to any other impairments.

42. If the value of the existing securities exceeds the secured claims by more than 20%, we are obliged to release securities of our choice at the partner’s request.

Material Defects

43. The quality of the goods is determined exclusively by the agreed technical delivery specifications. If we supply according to drawings, specifications, samples, etc., provided by our partner, they assume the risk of suitability for the intended purpose. The decisive moment for assessing the contractual condition of the goods is the transfer of risk according to Clause 33.

43a. We comply with the applicable legal regulations of the European Union and the Federal Republic of Germany in our deliveries, including the REACH Regulation (Regulation (EC) No. 1907/2006), the Electrical and Electronic Equipment Act (ElektroG), as well as the Electrical and Electronic Equipment Substance Ordinance (ElektroStoffV), which implement Directives 2002/95/EC (RoHS I) and 2011/65/EU (RoHS II) and Directive 2002/96/EC (WEEE), along with the End-of-Life Vehicles Ordinance (AltfahrzeugV), implementing EU Directive 2000/53/EC. We will promptly inform the partner of relevant changes affecting the availability, usability, or quality of the goods due to the REACH Regulation and will coordinate appropriate measures with them on a case-by-case basis.

44. We do not assume liability for material defects caused by improper or unsuitable use, incorrect assembly or commissioning by the partner or third parties, normal wear and tear, faulty or negligent handling, or unauthorized modifications or repairs by the partner or third parties. The same applies to defects that only insignificantly reduce the value or suitability of the goods.

45. Claims for material defects expire within 12 months. This does not apply where longer periods are mandatory by law, particularly in cases of defects in a building or goods intended for a building that caused its defectiveness. It also does not apply to damages resulting from injury to life, body, or health, or in cases of intent, gross negligence, or other breaches of essential contractual obligations (those that enable the proper performance of the contract and on which the partner regularly relies).

46. If acceptance of the goods or initial sample inspection has been agreed upon, complaints about defects that could have been detected during careful acceptance or initial sample inspection are excluded.

47. We must be given the opportunity to inspect the reported defect. The complained goods must be returned to us immediately upon request; we will bear the transport costs if the complaint is justified. If the partner fails to comply with these obligations or makes changes to the defective goods without our consent, they lose any claims for material defects.

48. In the event of a justified, timely complaint, we will either rectify the defect or provide a replacement at our discretion.

Force Majeure

Force majeure, labor disputes, unrest, government actions, failure of our suppliers to deliver, and other unforeseen, unavoidable, and serious events release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effects. This also applies if such events occur while the affected party is in default unless they have caused the default through intent or gross negligence. The parties are obligated to promptly provide the necessary information and adjust their obligations to the changed circumstances in good faith.

Place of Fulfillment, Jurisdiction, and Applicable Law

49. Unless otherwise stated in the order confirmation, our place of business is the place of fulfillment.

50. The place of jurisdiction for all disputes arising from and in connection with a contract, including proceedings related to bills of exchange and checks, is our place of business. We are also entitled to bring an action at the partner’s place of business.

51. The contractual relationship is governed exclusively by the laws of the Federal Republic of Germany.

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG - "Vienna Sales Convention") is excluded.