General Terms and Conditions of Sale and Delivery (GTC) of Franz Simm Metall- und Druckgußwaren GmbH As of December 2021
§ 1 Scope
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 further inclusion until we issue new General Terms and Conditions.
4. All agreements reached between us and the customer during contract negotiations must be set forth in writing for evidentiary purposes and confirmed by both parties.
5. All agreements made between us and the customer for the purpose of performing this contract must be set forth in writing in this contract.
§ 2 Consultation
1. Unsere Beratung erstreckt sich als produkt- und leistungsbezogene Beratung ausschließlich auf die von uns gelieferten Produkte und erbrachten Leistungen.
Sie erstreckt sich nicht auf eine vertragsunabhängige Beratung, also solche Erklärungen, die gegeben werden, ohne dass Produkte verkauft oder Leistungen durch uns erbracht werden.
2. Our consulting services are based on empirical data. 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 the Contract
1. Our quotations are subject to change; they are to be considered an invitation to submit an offer.
2. The initial review of a quote is usually free of charge.
3. Descriptions and illustrations of our goods and products in technical documents, catalogs, brochures, newsletters, 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 its own inspections.
Product and service descriptions on the Internet can, by their nature, only be of a general nature; if the purchaser wishes to derive binding quality agreements or suitability for the application intended by him from them, he must refer to them in the order.
4. In principle, the order placed by the customer constitutes an offer to enter into a contract.
5. The order must include 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 limited to, details regarding item description, quantity, dimensions, material, material composition, pre-treatment, 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 differs from our quotation, the customer must clearly indicate the differences.
7. We are entitled to obtain additional information necessary for the proper execution of the order.
8. Orders must be placed in writing or electronically (EDI); orders placed verbally or by telephone will be fulfilled at the customer’s own risk.
9. If the customer cancels an order that we have accepted, we are entitled—without prejudice to our right to claim higher actual damages—to charge 10% of the price of the goods or services for the costs incurred in processing the order and for lost profits. The customer reserves the right to prove that the actual damages were lower.
10. We will accept the order within two weeks, unless a different acceptance period has been agreed upon.
11. Our services are specified in the order confirmation.
12. We reserve the right to process the goods or services at another facility, or to have them processed there, at no additional cost to the customer.
§ 4 Retrievals
1. For 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 certain cases, it may be necessary to extend this period, e.g., due to material delivery times.
2. Any additional costs incurred as a result of a delayed call-off or subsequent changes to the call-off regarding timing or quantity made 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. Once this period has expired, we are entitled to invoice the goods and ship them at the customer’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 contract has been concluded require a separate contractual agreement.
2. In the event of missing or incorrect information, we reserve the right to make reasonable changes to the goods or services to be delivered. The customer shall bear any disadvantages resulting from missing or incorrect information, in particular any additional costs or damages.
3. We reserve the right to make technical changes to the goods or services to be delivered that do not jeopardize the purpose of the contract.
4. Quantity variations of up to 10% are permissible in accordance with industry standards.
5. Partial deliveries or services are permitted provided that they do not significantly impair the use of the goods or services and do not jeopardize the purpose of the contract. They may be billed separately.
§ 6 Delivery Time
1. If a delivery or performance deadline 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 scope of the order, delivery or performance deadlines and dates must be renegotiated.
This also applies if the scope of the order was renegotiated after the contract was concluded, even if no actual change was made to the scope of the order.
3. Delivery or performance deadlines and dates are subject to the condition that prior deliveries are made on time and free of defects, and are not affected by unforeseeable production disruptions.
4. The delivery or performance deadline is met if, by the time it expires, the goods or services have left our facility, have been handed over to the contracted carrier at our facility, or we have notified the customer that they are ready 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 by the end of the agreed delivery period due to circumstances for which the customer is responsible, the goods must still 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, acts of government, business interruptions, or significant operational disruptions, such as shortages of materials or energy on our part, on the part of subcontractors we have commissioned, or on the part of upstream 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, 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. Prices are calculated based on the purchase prices as of the date of the valid offer. The respective purchase prices, as well as the items in which the materials are used, are disclosed in this offer. The parties acknowledge that prices for the specified product groups may change significantly due to current developments. If, after the conclusion of the contract, the purchase prices increase or decrease by more than 3% at the time of billing for the materials, and if the products are to be delivered more than 6 weeks after the conclusion of the contract, each contracting party has the right to demand that the other contracting party adjust the unit prices of the affected items by this factor. We are obligated to provide the date of the order and our supplier’s invoice if we request the adjustment. The purchaser, for its part, may request the submission of these documents in order to review the option for a price adjustment.
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 an appropriate price adjustment taking these factors into account.
3. We reserve the right to adjust the agreed price reasonably if changes arise prior to or during the performance of the order because the information provided by the customer or the documents made available by the customer were incorrect, or if the customer requests other changes.
4. If no binding order quantity has been agreed upon, we will 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 will reduce the unit price appropriately, provided that 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 are granted only by separate agreement.
Partial payments require a separate written agreement.
6. If we have multiple outstanding claims against the customer and the customer’s payments are not applied to a specific claim, we are entitled to determine to which of the outstanding claims the payment has been applied.
7. In the event of late payment, a payment deferral, or partial payment, we are entitled to charge interest on arrears at the standard bank rate, but in any case at a rate of at least 9 percentage points per annum above the applicable base rate, and to withhold further services until all outstanding invoices have been settled. We reserve the right to prove that the actual damage was greater.
8. By placing an order, the customer confirms its solvency and creditworthiness.
If there are reasonable doubts regarding the customer’s solvency or creditworthiness—for example, due to slow payment, late payment, or a bounced 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 entitled to set off claims against our claims only if the counterclaim is undisputed or has been established by a final and binding judgment.
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, based on the information provided by the customer, we assume an “intra-Community supply” within the meaning of § 4 No. 1b in conjunction with § 6a of the German Value-Added Tax Act (UStG) 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 are subsequently required to pay value-added tax, import sales tax, or comparable taxes domestically or abroad.
13. We are entitled to require a reasonable advance payment upon conclusion of the contract. No interest will be paid on this amount.
§ 10 Transfer of Risk, Packaging
1. The place of performance for the services ordered and payments is our place of business.
2. The customer is obligated to accept the work as soon as we have notified the customer that the commissioned services have been completed.
If the customer does not accept the work within two weeks of such notification, acceptance shall be deemed to have taken place.
3. The risk of loss, destruction, or damage to the goods passes to the customer upon notification that the goods are ready for delivery.
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 shall determine the type and extent of the packaging. Disposable packaging shall be disposed of by the customer.
5. If the goods are shipped in returnable packaging, such packaging must be returned carriage paid 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 any other purpose or to hold other items. It is intended solely for the transport of the delivered goods. Labels must not be removed.
6. In the event of damage to or loss of the goods during transport, the customer must immediately conduct an inventory check and notify us thereof. The customer must promptly file a claim with the carrier for any transport-related damage.
§ 11 Duty to Inspect and Notify
1. The purchaser is obligated to inspect the goods immediately upon delivery in accordance with Section 377 of the German Commercial Code (HGB) or comparable foreign or international provisions, and to notify us immediately of any defects or damage discovered at that time or later within the agreed limitation period as soon as they are discovered. 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 customer shall immediately provide us with one or more items from the affected delivery.
2. The use of defective goods or services is prohibited. If a defect could not be detected upon receipt of the goods or provision of the services, any further use of the goods or services must be discontinued immediately upon discovery of the defect.
3. The customer shall provide us with the goods subject to complaint and allow us the time necessary to inspect the alleged defect. In the event of an unjustified complaint, we reserve the right to charge the customer for the costs incurred in connection with the inspection.
4. Filing a complaint does not release the customer from fulfilling their payment obligations.
§ 12 Warranty
1. If a complaint regarding a defect is found 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. The purchaser’s claims for expenses incurred in connection with 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. Any representations regarding specific characteristics of the 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 such items will not infringe upon the rights of any third party.
2. If a third party prohibits us, on the basis of a property right, from manufacturing or delivering items produced according to the Customer’s CAD data, specifications, drawings, models, or samples, we shall be entitled—without being obligated to verify the legal situation—to suspend such manufacturing or delivery and to demand reimbursement for the costs incurred. Claims for damages by the purchaser are excluded in this regard.
We will 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 immediately indemnify us against any claims for damages by third parties arising in connection with such an infringement of intellectual property rights.
Furthermore, the purchaser must, at our request, compensate us for all damages incurred by us as a result of the infringement of any intellectual property rights, in accordance with applicable law.
4. We shall not be liable 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.
5. CAD data, drawings, models, or samples submitted will be returned only at the customer’s request and expense. If an order is not placed, we are entitled to destroy CAD data, drawings, models, and samples three months after the submission of the quotation.
6. In the event of defects in title, we are entitled to remedy the defects in the delivered goods or services by providing goods or services that have been slightly modified to the extent that is reasonable for the customer.
§ 14 Liability
1. We are liable for the company’s obligations only to the extent of the company’s assets
2. In cases of simple 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 on business and product liability insurance issued by the German Insurance Association. The amount of coverage for claims covered under the insurance policy 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 provisions of applicable law.
5. We are liable for tort claims in accordance with our contractual liability; any contractual provisions limiting liability also apply to the customer.
6. Any liability for damages beyond that provided for in the foregoing provisions is excluded.
7. The customer may assert claims for recourse against us only to the extent that the customer has not entered into any agreement with its own customer that goes beyond the statutory claims for defects and damages.
8. We shall not be liable to the extent that the purchaser has validly limited its liability toward its own customers.
9. To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, staff, representatives, and agents.
10. To the extent that liability is excluded or limited as set forth above, the customer is obligated to indemnify us against any claims by third parties.
11. In all other respects, the statutory provisions apply.
12. The customer is obligated to notify us immediately in writing of any claims asserted by third parties and to allow us to handle all defenses 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 statute of limitations 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 statute of limitations set forth in the first sentence of paragraph 1 above shall also not apply in cases of intent, if we have fraudulently concealed the defect or have 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, or in the case of a breach of duty due to gross negligence.
3. Remedial measures neither suspend the statute of limitations applicable to the original performance nor cause the statute of limitations to start anew.
§ 16 Acquisition of Property
1. We reserve title to all items covered by this contract until all claims to which we are entitled arising from the business relationship with the customer have been settled in full.
We reserve all ownership and copyright 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 shall acquire ownership of the new item in accordance with § 947 of the German Civil Code (BGB).
3. If processing, combination, or mixing takes place in such a way that the third-party goods are to be regarded as the principal item, we shall acquire ownership in proportion to the value of our goods relative to the value of the third-party goods at the time of processing, combination, or mixing.
4. If we acquire ownership of an item as a result of our services, we reserve ownership of that item until all outstanding claims arising from the business relationship with the customer have been settled.
5. The buyer 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 its own expense. The buyer must insure the goods subject to retention of title against loss and damage at its own expense. Any security claims arising in the event of damage must be assigned to us.
6. The customer is entitled to resell the item, which is (co-)owned by us, in the ordinary course of business, provided that the customer 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 customer’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 customer fails to meet its payment obligations and/or an application is filed to open insolvency proceedings. 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 buyer shall notify us immediately if there is any risk to our reserved title, particularly in the event of insolvency, inability to pay, or enforcement proceedings. 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 are entitled to a lien on the Customer’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 prior deliveries or services, provided such claims are related to the subject matter of the delivery or service.
The lien applies 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 collateral exceeds our claims by more than 15%, we will, at the customer’s request, release collateral of our choice to the extent of such excess.
§ 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—even if the customer pays a portion of the tooling costs.
2. Unless otherwise agreed, the production equipment shall be used exclusively for the customer’s orders, provided that the customer 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 time frame, we may use the tools at our discretion after a grace period has expired without result 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 two years after the last delivery of parts produced using 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 customer has provided approved CAD data and a written order has been received.
4. Unless otherwise agreed, the manufacturing costs for production equipment will 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 quotation and in the order confirmation; they are due in full upon conclusion of the contract. Furthermore, the quotation and order confirmation shall specify whether and how any tooling costs paid will be amortized.
5. If it has been agreed that the purchaser is to become the owner of the tools, ownership of the tools shall pass to the purchaser upon payment of the purchase price for the tools. The handover of the tools to the purchaser is replaced by our obligation to store them. Irrespective of the purchaser’s statutory claim for return of the goods and the service life of the tools, we shall be entitled to exclusive possession of the tools until the purchaser 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. If the customer fails to pay for the goods delivered to them or fails to do so within the agreed time frame, we may, after a grace period has expired without result—or if this is not required by law—dispose of the goods as we see fit.
7. Design and calculation documents, as well as manufacturing instructions and any other type of documentation, remain our property and are not subject to any obligation to surrender them.
8. If the customer suspends or terminates cooperation during the production 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. With respect to tools owned by the Customer as described in 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. The customer shall bear the costs of maintenance and insurance. 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 equipment has been manufactured by the customer or on the customer’s behalf, the customer is responsible for ensuring that the design is technically sound and suitable for its intended purpose, even if we provided advice during the development process.
11. Until the customer has fully fulfilled its contractual obligations, we shall retain a right of retention with respect to the tools. This shall not affect any statutory liens to which we are entitled.
§ 18 Material supplies
If the customer provides us with materials for processing, the following provisions shall 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 conduct any further inspections. Any defects or damage discovered will be reported to the customer within 10 business days of their discovery.
2. The goods provided to us must be made of a material of standard quality that is easy to process, so that normal processing is possible.
If these requirements are not met, we will inform 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 their 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, you must reimburse us for the processing costs incurred.
5. We are not liable for any damage caused by 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 as a result of the provision of material that cannot be processed.
7. We will 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 and Electronic 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 will fall within the scope of the ElektroG after further processing and must inform us if this is the case. Unless we receive such notification, we will assume that the workpieces will not be incorporated into or connected to products that fall under the product categories listed in Section 2(1) of the ElektroG.
3. In the event of a violation of the ElektroG, our liability to the customer is excluded to the extent that such violation is based on the customer’s failure to fulfill its notification obligation. Should third parties assert claims against us as a result of this violation, the customer shall indemnify us against such claims.
§ 20 Confidentiality
1. The Customer agrees to treat all aspects of the business relationship that are worthy of protection as confidential. In particular, the Customer shall treat all non-public commercial and technical details that come to its knowledge through the business relationship as trade secrets. The duty of confidentiality does not apply to information or aspects of the business relationship that were already publicly known at the time of disclosure, nor to such information or aspects of the business relationship that the contracting party can demonstrably prove it was already aware of prior to our disclosure.
The purchaser shall ensure that its employees are also bound by a corresponding duty of confidentiality.
2. Copying of the documents provided to the customer is permitted only to the extent necessary for business purposes and in accordance with copyright laws.
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 such third parties to maintain confidentiality under a similar agreement.
5. The customer may only use the business relationship with us for promotional purposes with our prior written consent.
6. The customer remains bound by the confidentiality obligation even after the business relationship has ended.
§ 21 Jurisdiction, Governing Law
1. The place of jurisdiction shall be, at our discretion, either our place of business in Kaufbeuren or the place of jurisdiction of the purchaser.
2. The law of the Federal Republic of Germany shall apply exclusively to business relationships with the customer. The applicability of the CISG (United Nations Convention on Contracts for the International Sale of Goods) is excluded.
3. Should any provision 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 provision with another provision that most closely approximates the economic purpose and legal intent of the original wording and is in accordance with the applicable statutory provisions.
4. We are authorized to process data in accordance with the Federal Data Protection Act.
§ 22 Dispute Resolution Procedures
We are neither willing nor obligated to participate in dispute resolution proceedings before a consumer arbitration board.
§ 23 Contact Information
Franz Simm Metall- und Druckgußwaren GmbH
Dessestraße 7
87600 Kaufbeuren
Managing Director: Alexander Singer und Daniela Singer
Phone: +49 8341 966813-0
Fax: +49 8341 67663
Email: info@simm-metallwaren.de
www: www.simm-zinkdruckguss.de & www.simm-metallwaren.de
Court of Registration Kempten
HRB Nr.: 4170
Tax ID No..: DE 128 668 158
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Download: Simm Metallwaren AVB Dezember 2021
