Allgemeine Verkaufs- und Lieferbedingungen (AVB) der Franz Simm Metall- und Druckgußwaren GmbH Stand September 2015
§ 1 Geltungsbereich
1. These General Terms and Conditions of Business (GTC) shall apply exclusively to all business dealings between us and the buyer, client, or purchaser, hereinafter referred to as the “Purchaser,” in addition to any other contractual agreements. We do not recognize any other terms and conditions of the Purchaser—even in the event of unconditional performance or acceptance of payment—unless we expressly agree to their validity in writing. This also applies to general terms and conditions outside the Customer’s General Terms and Conditions of Purchase, in particular, but not limited to, the Customer’s quality assurance agreements, framework supply contracts, supply agreements, consignment warehouse agreements, and confidentiality agreements, insofar as the provisions therein were not negotiated with us.
2. These General Terms and Conditions apply only to business transactions with entrepreneurs as defined in Section 14 of the German Civil Code (BGB).
3. These General Terms and Conditions also apply to all future business relationships without the need for renewed inclusion until we issue new General Terms and Conditions.
4. All agreements reached between us and the purchaser during contract negotiations must be recorded in writing for evidentiary purposes and confirmed by both parties.
5. All agreements made between us and the customer for the purpose of executing this contract must be set forth in writing in this contract.
§ 2 Consulting
1. Our consulting services, as product- and service-related consulting, extend exclusively to the products we supply and the services we provide. It does not extend to advice independent of the contract, i.e., statements made without products being sold or services being provided by us.
2. Our consulting services are based on empirical values. To the extent that our advice relates to circumstances over which we have no control, such as the composition of raw materials or the performance of subcontractors, our advice is non-binding.
Omissions do not constitute advice.
§ 3 Conclusion of Contract
1. Our quotations are subject to change; they are to be considered an invitation to submit an offer.
2. The initial processing of an offer is generally free of charge.
3. Descriptions and illustrations of our goods and products in technical documents, catalogs, brochures, circulars, advertisements, and price lists are non-binding unless their inclusion in the contract has been expressly agreed upon they do not relieve the purchaser of the obligation to conduct their own inspections. Product and service descriptions on the Internet can, by their nature, only be of a general nature; if the customer wishes to derive binding quality agreements or suitability for the application intended by him
from them, he must refer to this in the order.
4. In principle, the order placed by the customer constitutes an offer to conclude a contract.
5. The order must contain all details necessary for its execution. This applies to all deliveries, services, work, and other performance provided by us. This includes, in particular but not exclusively, details regarding item description, quantity, dimensions, material, material composition, pre-treatments, processing specifications, handling instructions, storage, standards, and all other technical parameters and physical characteristics. Missing, incorrect, or incomplete information shall be deemed expressly not agreed upon and shall not give rise to any obligations on our part, neither in terms of performance and warranty nor in terms of claims for damages.
6. If the order placed by the customer deviates from our offer, the customer must clearly indicate the deviations separately.
7. We are entitled to obtain further information necessary for the proper execution of the order.
8. Orders shall be placed in writing or electronically (EDI); orders transmitted verbally or by telephone shall be executed at the customer’s risk.
9. If the customer withdraws an order accepted by us, we are entitled, without prejudice to the right to claim higher actual damages, to charge 10% of the delivery or service price for the costs incurred in processing the order and for lost profits. The customer reserves the right to prove that the damage was less.
10. We shall accept the order within 2 weeks, unless a different acceptance period has been agreed upon.
11. Our services are set forth in the order confirmation.
12. We reserve the right to process the delivery or service items at another facility or have them processed there at no additional cost to the customer.
§ 4 Call-Off Orders
1. In the case of call-off supply contracts, unless otherwise agreed, binding quantities must be notified to us by means of a call-off order at least 8 weeks prior to the delivery date. In individual cases, it may be necessary to extend this period, e.g., due to material delivery times.
2. Any additional costs caused by a late call-off or subsequent changes to the call-off regarding time or quantity by the purchaser shall be borne by the purchaser; our calculation shall be decisive in this regard.
3. Unless otherwise agreed, all call-off orders must be accepted within one year of the order being placed, without the need for a request for acceptance. If this period has expired, we are entitled to invoice the goods and ship them at the purchaser’s expense and risk, or to immediately withdraw from the contract.
§ 5 Changes
1. Any changes to the subject matter of the delivery or service requested after the conclusion of the contract require a separate contractual agreement.
2. In the event of missing or incorrect information, we reserve the right to make appropriate changes to the subject matter of the delivery or service. Any disadvantages resulting from missing or incorrect information, in particular additional costs or damages, shall be borne by the purchaser.
3. We reserve the right to make technical changes to the subject matter of the delivery or service that do not jeopardize the purpose of the contract.
4. Quantity deviations customary in the industry up to a maximum of 10% are permissible.
5. Partial deliveries or services are permissible provided that this does not significantly impair usability and does not jeopardize the purpose of the contract. They may be invoiced separately.
§ 6 Delivery Time
1. If a delivery or performance period has been agreed upon, it shall commence upon dispatch of our order confirmation, but not before all details of the order have been fully clarified and the customer has duly fulfilled all obligations to cooperate; the same applies to delivery or performance dates.
2. In the event of mutually agreed changes to the subject matter of the order, delivery or performance periods and delivery or performance dates must be renegotiated. This also applies if the subject matter of the order was renegotiated after the conclusion of the contract without any change to the subject matter of the order having been made.
3. Delivery or performance periods and delivery or performance dates are subject to the condition of defect-free and timely prior delivery as well as unforeseeable production disruptions.
4. The delivery or performance period is deemed met if, by its expiration, the subject matter of the delivery or service has left our facility or has been handed over to the contracted carrier at our facility, or if we have notified the customer of completion for
pickup.
5. We are entitled to provide the agreed-upon delivery or service prior to the agreed-upon time.
§ 7 Default of Acceptance
1. If the customer fails to accept the goods on the agreed delivery date or upon expiration of the agreed delivery period due to circumstances for which the customer is responsible, the goods must nevertheless be paid for.
§ 8 Force Majeure
In cases of force majeure, our delivery and performance deadlines shall be extended by the duration of the disruption. To this extent, our obligation to perform the contract shall be suspended. This includes, but is not limited to, circumstances beyond our control, such as war, fire damage, strikes, lockouts, traffic disruptions, government orders, business interruptions, or significant operational disruptions, such as a shortage of materials or energy on our part, on the part of our subcontractors, or on the part of our suppliers. This also applies if we were already in default when these circumstances arose. We shall notify the customer immediately of the beginning and end of such impediments. If delivery or performance is delayed by more than six weeks, both the customer and we are entitled to withdraw from the contract. The contracting parties are not entitled to compensation in this regard.
§ 9 Terms of Payment
1. Unless otherwise agreed, all prices are quoted in euros, net, “ex works,” plus the applicable value-added tax in effect at the time of invoicing. Additional costs such as packaging, freight, shipping costs, customs duties, installation, insurance,
and bank charges will be billed separately.
We will insure the goods to be shipped only upon request and at the customer’s expense.
2. In the case of contracts with a term of more than 12 months and open-ended contracts, if there is a significant change in labor, material, or energy costs, each contracting party is entitled to demand negotiations regarding a reasonable adjustment of the price, taking these factors into account.
3. We are entitled to adjust the agreed price appropriately if changes arise prior to or during the execution of the order because the information provided by the customer and the documents made available were incorrect
or because the customer otherwise requests changes.
4. If a binding order quantity has not been agreed upon, we shall base our calculation on the non-binding order quantity (target quantity) expected by the customer for a specific period. If the customer purchases less than the target quantity,
we are entitled to increase the unit price appropriately.
If the customer purchases more than the target quantity, we shall reduce the unit price appropriately, provided the customer has announced the additional requirement at least 3 months prior to delivery.
5. Unless otherwise agreed, invoices are payable within 14 days with a 2% discount or, otherwise, within 30 days net from the invoice date. In the event of non-payment, the customer shall be in default upon the due date without further notice. Other discounts or rebates shall be granted only by separate agreement. Partial payments require a separate written agreement.
6. If we have multiple outstanding claims against the purchaser and the purchaser’s payments are not applied to a specific claim, we are entitled to determine to which of the outstanding claims the payment was applied.
7. In the event of late payment, deferral, or partial payment, we are entitled to charge standard bank default interest, but at least 8 percentage points per annum above the respective base rate, and to withhold further services until all due invoices have been settled. We reserve the right to prove higher damages.
8. By placing the order, the customer confirms its solvency and creditworthiness. If reasonable doubts arise regarding the customer’s solvency or creditworthiness—e.g., due to slow payment, late payment, or a protested check—all outstanding claims against the customer shall become immediately due and payable, notwithstanding any accepted bills of exchange. We are further entitled to demand security or cash payment concurrently with performance. If the customer fails to comply with this demand within a reasonable period set for them, we may withdraw from the unfulfilled part of the contract or suspend our deliveries until payment is received. The deadline is waived if the customer is clearly unable to provide security.
9. The customer is only entitled to set off against our claims if the counterclaim is undisputed or has been legally established.
The assignment of claims against us requires our consent.
10. The customer shall have a right of retention only if the counterclaim is based on the same contractual relationship and is undisputed or has been established by a final and binding judgment, or if we have materially breached our obligations under the same contractual relationship despite a written warning and have not offered adequate security.
If a service provided by us is undisputedly defective, the customer is entitled to withhold payment only to the extent that the amount withheld is in reasonable proportion to the defects and the anticipated costs of remedying them.
11. The payment deadlines remain in effect even if delays in delivery occur through no fault of ours.
12. To the extent that value-added tax is not included in our invoice, in particular because we assume, based on the information provided by the customer, that an “intra-Community supply” within the meaning of § 4 No. 1b in conjunction with § 6a of the German Value-Added Tax Act (UStG) has taken place and we are subsequently charged with a value-added tax liability (Section 6a(4) of the German Value Added Tax Act (UStG)), the customer is obligated to pay us the amount for which we are liable. This obligation applies regardless of whether we must subsequently pay value-added tax, import sales tax, or comparable taxes domestically or abroad.
13. We are entitled to demand a reasonable advance payment upon conclusion of the contract. No interest shall be paid on such advance payments.
§ 10 Transfer of Risk, Packaging
1. The place of performance for the services ordered and for payments is our place of business.
2. The customer is obligated to accept the goods as soon as we have notified the customer of the completion of the services ordered.
If the customer does not accept the goods within two weeks of such notification, acceptance shall be deemed to have taken place.
3. The risk of destruction, loss, or damage to the goods passes to the customer upon notification of the goods’ completion.
If shipment has been agreed upon, the risk passes to the customer upon dispatch of the goods or their handover to the carrier.
4. Unless otherwise agreed, we determine the type and extent of the packaging. Disposable packaging is to be disposed of by the customer.
5. If shipment is made in returnable packaging, such packaging must be returned freight prepaid within 30 days of receipt of the delivery. The customer is liable for any loss or damage to the returnable packaging. Returnable packaging may not be used for other purposes or to hold other items. It is intended solely for the transport of the delivered goods. Labels may not be removed.
6. In the event of damage to or loss of the goods during transport, the purchaser must immediately conduct an inventory and notify us thereof. Claims arising from any transport damage must be asserted by the purchaser against the carrier without delay.
§ 11 Obligation to Inspect and Give Notice of Defects
1. The customer is obligated to inspect the goods in accordance with § 377 HGB or comparable foreign or international provisions immediately upon delivery and to notify us of any defects or damage discovered at that time or later within the agreed limitation period immediately upon their discovery. Otherwise, the delivery shall be deemed accepted as free of defects. For services and work performed, the provisions of § 377 HGB apply accordingly. Notices of defects must be made in writing. A notice in text form, e.g., via email, is not sufficient. The purchaser shall immediately provide us with one or more items from the affected delivery.
2. The use of defective deliveries or services is prohibited. If a defect could not be detected upon receipt of the goods or provision of the service, any further use of the delivered goods or services must be discontinued immediately upon discovery.
3. The purchaser shall provide us with the goods subject to complaint and grant us the time necessary to inspect the reported defect.
In the event of unjustified complaints, we reserve the right to charge the purchaser for the costs incurred in the inspection.
4. The notice of defect does not release the purchaser from compliance with its payment obligations.
§ 12 Warranty
1. If a complaint regarding a defect proves to be justified, we shall, at our discretion, either provide a replacement free of charge or remedy the defect within a reasonable period of time. The same terms and conditions apply to the replacement delivery as to the delivery that was the subject of the complaint. If the replacement delivery fails, the customer may, at their discretion, demand a reduction in the purchase price or rescission of the contract. The rectification of the defect 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. In addition, the customer may demand reimbursement of futile expenses or damages in lieu of performance in accordance with § 14 of these terms and conditions.
2. Claims by the purchaser for expenses necessary for the purpose of subsequent performance, in particular transportation, travel, labor, and material costs, are excluded to the extent that such expenses increase because the goods were subsequently moved to a location other than the purchaser’s place of business.
3. Representations regarding specific characteristics of the delivered goods or services must be made in writing.
§ 13 Infringements of Intellectual Property Rights and Legal Defects
1. If we are required to manufacture and/or deliver items based on CAD data, specifications, drawings, models, or samples provided to us by the Customer, the Customer warrants to us that the
manufacture and delivery of the items do not infringe upon the rights of third parties.
2. If a third party prohibits us, citing a property right, from manufacturing or delivering items produced based on the Customer’s CAD data, specifications, drawings, models, or samples, we shall be
—without being obligated to examine the legal situation—entitled to cease manufacturing or delivery and to demand reimbursement for the costs incurred. Claims for damages by the purchaser are excluded in this respect. We shall immediately inform the purchaser of any such prohibition by a third party as well as of our suspension of production and delivery.
3. The purchaser is obligated to indemnify us immediately against any claims for damages by third parties arising in connection with such an infringement of intellectual property rights. The purchaser shall further compensate us for all damages incurred by us as a result of the infringement of any intellectual property rights, at our request and in accordance with statutory provisions.
4. Our liability for any infringements of intellectual property rights arising in connection with the use of the delivered goods or services, or with the combination or use of the delivered goods or services with other products, is excluded.
5. CAD data, drawings, models, or samples submitted will be returned only at the request and expense of the Customer. If an order is not placed, we are entitled to destroy CAD data, drawings, models, and samples 3 months after
submission of the offer.
6. In the event of defects in title, we are entitled to remedy the defects in the delivered goods or services by providing a slightly modified version of the delivered goods or services, to the extent that such modification is reasonable for the purchaser.
§ 14 Liability
1. We are liable for the company’s obligations only to the extent of the company’s assets.
2. In cases of ordinary negligence, we are liable only for breaches of material contractual obligations. In cases of gross negligence, we are liable even for breaches of non-material contractual obligations.
In the aforementioned cases, liability is limited to foreseeable damages typical for this type of contract.
3. In the case of warranted characteristics, our liability is limited to the scope and amount of our product liability insurance. The scope of coverage corresponds to the non-binding recommendations for business and product liability insurance issued by the German Insurance Association. The amount of coverage for insured events covered by the insurance contract is 2 million euros per insurance year.
4. Claims for damages arising from our intentional breach of contractual obligations, claims for personal injury, and claims under the Product Liability Act are subject to the statutory provisions.
5. We are liable for tortious claims in accordance with contractual liability; any contractual provisions limiting liability also apply to the purchaser.
6. Any liability for damages beyond the provisions set forth above is excluded.
7. The purchaser’s claims for recourse against us exist only to the extent that the purchaser has not entered into any agreement with its customer that goes beyond the statutory claims for defects and damages.
8. Our liability is excluded to the extent that the purchaser has effectively limited its own liability toward its customer.
9. To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives, agents, and vicarious agents.
10. To the extent that liability is excluded or limited pursuant to the foregoing, the purchaser is obligated to indemnify us against claims by third parties as well.
11. In all other respects, the statutory provisions apply.
12. The purchaser is obligated to notify us immediately in writing of any claims asserted by third parties and to reserve to us all defense measures and settlement negotiations.
§ 15 Statute of Limitations
1. The statute of limitations for claims and rights arising from defects in our products, services, and work, as well as for any resulting damages, is one year. The commencement of the statute of limitations is governed by the provisions of law. The above reduction of the limitation period does not apply to the extent that the law prescribes longer periods in the cases covered by Sections 438(1)(2), 479, and 634a(1)(2) of the German Civil Code (BGB).
2. The limitation period under the preceding paragraph 1, sentence 1, also does not apply in cases of intent, if we have fraudulently concealed the defect or assumed a warranty of quality, in the case of claims for damages arising from personal injury or deprivation of liberty, in the case of claims under the Product Liability Act, and in the case of a grossly negligent breach of duty.
3. Remedial measures neither suspend the limitation period applicable to the original performance nor cause the limitation period to recommence.
§ 16 Acquisition of Ownership
1. We reserve title to all contractual items until all claims to which we are entitled arising from the business relationship with the purchaser have been settled in full. We reserve all ownership and copyrights to the illustrations, drawings, calculations, and other (technical) documents provided by us.
2. If our property is processed, combined, or mixed with third-party property, we acquire ownership of the new item in accordance with § 947 BGB.
3. If processing, combination, or mixing occurs in such a way that the third-party contribution is to be regarded as the principal item, we shall acquire ownership in proportion to the value of our contribution relative to the third-party contribution at the time of processing,
combination, or mixing.
4. If we acquire ownership of an item through our performance, we reserve ownership of this item until all outstanding claims arising from the business relationship with the purchaser have been settled.
5. The customer is obligated to store the goods subject to retention of title with due care and, if necessary, to carry out maintenance and repair work in a timely manner at their own expense. The customer must insure the goods subject to retention of title against loss and damage at their own expense. Any security claims arising in the event of damage must be assigned to us.
6. The purchaser is entitled to resell the item, which is (co-)owned by us, in the ordinary course of business, provided that the purchaser fulfills its obligations arising from the business relationship with us. In this case, the claim arising from the sale shall be deemed assigned to us in the ratio of the value of the performance secured by the retention of title to the total value of the goods sold. The purchaser remains entitled to collect this claim even after the assignment. Our authority to collect this claim ourselves remains unaffected.
7. The purchaser’s right to dispose of the goods subject to our retention of title and to collect the claims assigned to us shall expire as soon as the purchaser fails to meet its payment obligations and/or an application for the opening of insolvency proceedings is filed.
In the aforementioned cases, as well as in the event of any other breach of contract by the purchaser, we are entitled to take back the goods delivered under retention of title without prior notice.
8. The purchaser shall inform us immediately if there are any risks to our reserved property, in particular in the event of insolvency, inability to pay, or enforcement measures. At our request, the purchaser shall provide all necessary information regarding the inventory of goods in our (co-)ownership and regarding the claims assigned to us, and shall notify its customers of the assignment. The purchaser shall assist us in all measures necessary to protect our (co-)ownership and shall bear the resulting costs.
9. We shall have a lien on the purchaser’s property that has come into our possession pursuant to the contract for all claims arising from the contract. The lien may also be asserted for claims arising from earlier deliveries or services, provided such claims are related to the subject matter of the delivery or service. The lien shall apply to other claims arising from the business relationship to the extent that such claims are undisputed or have been legally established. Sections 1204 et seq. of the German Civil Code (BGB) and Section 50(1) of the Insolvency Code apply accordingly.
10. If the realizable value of the security exceeds our claims by more than 15%, we shall, at the customer’s request, release security of our own choosing to that extent.
§ 17 Production Equipment
1. If special production equipment, such as molds, samples, tools, and templates, is required to fulfill the order, we shall remain the owner of such production equipment—unless otherwise agreed—manufactured by us or by a third party commissioned by us; this shall also apply if the customer pays a portion of the tooling costs.
2. Unless otherwise agreed, the production equipment shall be used exclusively for the purchaser’s orders as long as the purchaser fulfills its payment and acceptance obligations. In the event that the customer fails to pay for the goods delivered to them or fails to do so within the agreed timeframe, we may use the tools at our discretion after the fruitless expiration of a grace period or, if this is not required by law.
We are only obligated to maintain and replace the tools free of charge if this is necessary to fulfill a production volume guaranteed to the customer. Any obligation to store the tools expires 2 years after
the last partial delivery from the tools and prior notification to the customer.
3. If a tool is required for production, any agreed-upon deadline for production and delivery shall not begin to run until the point in time when approved CAD data from the customer and a written order are available.
4. Unless otherwise agreed, manufacturing costs for production equipment shall be invoiced separately from the goods to be delivered. This also applies to tools that must be replaced due to wear and tear.
Proportional tooling costs shall be listed separately in the offer and in the order confirmation; they are due without deduction upon conclusion of the contract. Furthermore, it shall be specified therein whether and how any paid portions of tooling costs are to be amortized.
5. If it is agreed that the customer shall become the owner of the tools, ownership of the tools shall pass to the customer upon payment of the purchase price for the tools. The handover of the tools to the customer is replaced by our duty to store them. Irrespective of the customer’s statutory claim for surrender and the service life of the tools, we are entitled to exclusive possession of the tools until the customer accepts a minimum quantity to be agreed upon or until the expiration of a specified period. We shall mark the tools as third-party property and, at the purchaser’s request, insure them at the purchaser’s expense.
6. In the event that the purchaser fails to pay for the goods delivered to him or fails to do so within the agreed period, we may, after the fruitless expiration of a grace period or if this is not required by law, use the tools as we see fit.
7. Design and calculation documents, as well as manufacturing instructions and any type of documentation, remain our property and are exempt from any obligation to surrender them.
8. If the customer suspends or terminates cooperation during the production period of the production tools, all manufacturing costs incurred up to that point shall be borne by the customer, unless we are responsible for the termination.
9. In the case of tools owned by the customer pursuant to paragraph 4 or tools provided by the customer on loan, our liability regarding storage and maintenance is limited to the standard of care we would exercise in our own affairs. Costs for maintenance and insurance shall be borne by the customer. Our obligations under this Section 17 shall expire if, after completion of the order and a corresponding request to the customer to collect the tools, the customer has not collected them within 14 days of the request.
10. If the production tools were manufactured by the customer or on the customer’s behalf, the customer shall be responsible for their structurally correct design and practical suitability, even if the customer was advised by us during the development process.
11. As long as the customer has not fully fulfilled its contractual obligations, we shall have a right of retention with respect to the tools. This does not affect the liens to which we are legally entitled.
§ 18 Materials Provided by the Customer
If the customer provides us with materials for processing, the following provisions apply in addition:
1. Upon delivery, we will inspect the goods to be processed only for externally visible defects and damage.
We are not obligated to perform further inspections. Any defects or damage discovered will be reported to the customer within 10 business days of discovery.
2. The goods provided to us must consist of a material of normal quality that is suitable for processing, so that normal processing is possible.
If these conditions are not met, we will notify the customer of the additional costs incurred and the resulting price increase.
If the customer does not agree to the price change, they have the right to withdraw from the contract. Withdrawal must take place immediately following our notification of the changed conditions. If the customer declares withdrawal, they must reasonably compensate us for the expenses already incurred.
3. The manufacture and preparation of special clamping devices will be billed separately.
4. If the goods provided prove to be unusable due to material defects, the processing costs incurred must be reimbursed to us.
5. We shall not be liable for damages resulting from inaccurate labeling or marking of the goods delivered by the customer.
6. The customer is obligated to compensate us for all damages, including lost profits, incurred by us as a result of the delivery of material that cannot be processed.
7. We shall not provide compensation for scrap arising within the scope customary in the industry.
§ 19 RoHS and the Electrical Equipment Act
1. Directive 2002/95/EC (RoHS) and the Electrical Equipment Act prohibit the use of certain substances hazardous to the environment, which may no longer be used in certain electrical and electronic equipment.
2. The customer must therefore verify, prior to placing an order, whether the workpieces in question fall within the scope of the Electrical and Electronic Equipment Act after further processing and must inform us if this is the case. Unless we receive such notification, we assume that the workpieces will not be incorporated into or connected to products that fall under the product catalog specified in § 2 (1) of the Electrical and Electronic Equipment Act.
3. In the event of a violation of the ElektroG, our liability toward the customer is excluded to the extent that such violation is based on a breach of the customer’s duty to notify.
Should third parties assert claims against us due to this violation, the customer shall indemnify us against such claims.+
§ 20 Confidentiality
1. The customer undertakes to treat all aspects of the business relationship worthy of protection as confidential. In particular, the customer shall treat all non-public commercial and technical details that become known to them through the business relationship as trade secrets. Information or aspects of the business relationship that were already publicly known at the time of disclosure, as well as such information or aspects of the business relationship that were demonstrably known to the contracting party prior to our disclosure, are not subject to the confidentiality obligation.
The Customer shall ensure that its employees are also bound by a corresponding confidentiality obligation.
2. Reproduction of the documents provided to the Customer is permitted only within the scope of operational requirements and copyright provisions.
3. No documents may be made available to third parties, either in whole or in part, or used for any purpose other than that for which they were provided to the Customer without our written consent.
4. Any disclosure of the business relationship with us to third parties, even in part, may only take place with our prior written consent; the Customer shall also require the third parties to maintain confidentiality under a similar agreement.
5. The Customer may only use the business relationship with us for advertising purposes with our prior written consent.
6. The Customer remains obligated to maintain confidentiality even after the termination of the business relationship.
§ 21 Jurisdiction, Applicable Law
1. The place of jurisdiction shall be, at our discretion, our registered office in Kaufbeuren or the Customer’s place of jurisdiction.
2. The law of the Federal Republic of Germany shall apply exclusively to the business relationship with the Customer. The applicability of the CISG – “UN Convention on Contracts for the International Sale of Goods” – is excluded.
3. Should individual provisions of these General Terms and Conditions be invalid, the validity of the remaining provisions shall remain unaffected. The contracting parties shall endeavor to replace the invalid clause with another clause that most closely approximates the economic purpose and legal intent of the original wording and is in accordance with the relevant statutory provisions.
4. We are entitled to process data in accordance with the Federal Data Protection Act.
§ 22 Contact Information
Franz Simm Metall- und Druckgußwaren GmbH
Dessestraße 7
87600 Kaufbeuren
Managing Directors: Daniela Singer & Alexander Singer
Phone: +49 8341 966813-0
Fax: +49 8341 67663
Email: info@simm-metallwaren.de
Website: www.simm-zinkdruckguss.de & www.simm-metallwaren.de
Registered in the Commercial Register of Kempten
Commercial Register No.: 4170
VAT ID No.: DE 128 668 158
Download the General Terms and Conditions
Download: Simm Metallwaren AVB August 2015
