General Terms and Conditions

1. Scope of application

The following General Terms and Conditions apply to all current and future transactions between CPM Precision GmbH ( in the following referred to as CPM) and our customers and suppliers. Any terms and conditions of the customer or supplier that conflict with or deviate from our terms and conditions shall not be recognized and are hereby rejected.

2. Offer and Conclusion

2.1
CPM always submits its offers without obligation. Orders are deemed as accepted once CPM confirms the order either in writing within two weeks of receipt of the offer or by sending the ordered goods to the customer within four weeks. In this case, the delivery receipt or invoice is deemed as an order confirmation.

In the case of call-off orders, the entire specified quantity must be accepted within the agreed period. Unless otherwise agreed, the prices indicated in our price list will apply. Special prices promised by CPM solely refer to the relevant order and do not constitute any precedent for future contracts.

2.2
Any obvious errors, spelling mistakes, misprints, and miscalculations are not binding to CPM.

2.3
Should, after conclusion of contract, CPM become aware of facts, in particular default of payment in connection with preceding deliveries, which suggest, at CPM’s sole discretion and after exercising all due mercantile care and diligence, a substantial deterioration of the customer’s financial situation, CPM will be granted the right to demand advance payment or appropriate securities and, in case of rejection, withdraw from the concluded contract, whereby partial deliveries already effected will be completed promptly.

3. Delivery Periods and Default

3.1

Delivery periods are agreed on a case-by-case basis. To take legal effect, delivery periods are subject to written confirmation by CPM. Compliance with delivery periods requires timely receipt of all documents, authorisations, approvals, and information to be furnished by the purchaser and necessary to execute the assignment.

The delivery period does not commence until these requirements are met.

3.2
Should compliances with the agreed delivery periods prove impossible as a result of circumstances for which CPM is not responsible at its premises or those of its suppliers, e.g. fire, water and storm damage, strikes, lockouts, other unexpected shortages of manpower, energy or production materials, traffic disruptions, etc., a reasonable extension of the delivery period will apply, up to a maximum of four weeks after expiry of the original delivery period. Should the hindrance then still persist, both parties will be entitled to withdraw from the contract. In this case, neither party may assert any further claims against the other party.

3.3
Under no circumstances may CPM be held liable for any delivery delays or omissions (impossibility) due to the fault of our suppliers. However, CPM hereby undertakes to assign to the purchaser any potential claims for compensation against the upstream supplier.

4. Dispatch

4.1
All contractual products must be packaged for shipment in a way that ensures that they reach the customer without damage. The route and means of shipment are left to CPM’s discretion.

4.2
If dispatch is delayed at the request or through the fault of the customer, the goods will be stored at the customer’s expense and risk. In this case, notification of readiness for dispatch is deemed equivalent to dispatch. The invoice for the goods shall become due immediately upon storage.

4.3
Incidentally, all risks pass to the customer upon delivery of the goods to a forwarding agent or carrier, however, at the latest when the goods leave the delivery warehouse, even in the case goods are delivered to the customer by CPM’s own truck.

5. Prices and Payment

5.1
Our prices are quoted in euros plus VAT at the applicable rate. If an increase in production costs or material purchase prices of more than 10% occurs after conclusion of the contract, CPM is entitled to increase the prices in line with the cost increase, whereby the increased prices only apply two months after notification of the price increase by CPM.

5.2
Our payment term from the invoice date is 30 days. This only applies in the event that the customer is not in default of payment for prior deliveries.

5.3
If the customer is in default of payment, we are entitled to take back the goods and, if necessary, to enter the contractor’s premises and take away the goods. We may also prohibit the resale and removal of the delivered goods. Unless the Consumer Credit Act applies, taking back the goods does not constitute withdrawal from the contract.

5.4
Interest on overdue payments are charged at 5% p.a. above the prime rate of the European Central Bank, plus VAT in each case. They shall be set higher or lower if we can prove a charge with a higher interest rate or the client proves a lower charge.

5.5
Any offsetting against CPM’s claims is only permissible with undisputed or legally established counterclaims. A right of retention from earlier or other transactions of the current business relationship cannot be asserted.

6. Reservation of Ownership

6.1
CPM reserves title to the goods until full settlement of the purchase price. In the case of goods which the customer purchases from us as part of its commercial activity, we reserve title until all our claims arising from the business relationship, including future claims – and including those arising from contracts concluded at the same time or at a later date – have been settled. This also applies if individual or all claims have been included by us in a current invoice and the balance has been struck and accepted. If, in connection with the payment of the purchase price by the customer, we are liable under a bill of exchange, the reservation of ownership will not extinguish until the customer as drawee has honored the bill of exchange.

6.2
The purchaser shall inform CPM immediately of any access by third parties to the reserved goods and assigned claims. He is only entitled to sell the goods subject to CPM’s reservation of ownership in the ordinary course of business under his normal terms and conditions and as long as he is not in default, provided that the claims arising from the resale are transferred to us in accordance with 6.3. to 6.4. below.  The customer is not authorized to dispose of the reserved goods in any other way.

6.3
The customer’s claims arising from the resale of the reserved goods are hereby assigned to us. They shall serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the customer together with other goods not supplied by CPM, the claim from the resale will be assigned in the proportion of the invoice value of CPM’s goods to the other goods sold.

6.4
The customer is entitled to collect the claims arising from the resale of the reserved goods, unless CPM revokes the direct debit authorization. At CPM’s request, the customer is obliged to inform its customers immediately of the assignment to CPM, unless CPM does so itself, and to provide CPM with the information and documents required for collection. Under no circumstances is the customer entitled to assign the claim further. The customer may assign the claim by way of genuine factoring only on condition that he notifies CPM of this by disclosing the factoring bank and the buyer’s accounts held there and that the factoring proceeds exceed the value of CPM’s secured claim. Our claim becomes due immediately when the factoring proceeds are credited.

6.5
We undertake to release the securities to which we are entitled insofar as their value exceeds the claims to be secured by more than 20%, to the extent these claims have not yet been settled.

7. Notice of Defect and Warranty

7.1
CPM undertakes to deliver the contractual products free of defects and always in accordance with the state of the art.

7.2
The customer must inspect the goods immediately after delivery by CPM and, if a defect is discovered, notify CPM immediately, at the latest within seven days of delivery. If no such notification is made, the goods are deemed to have been approved, unless the defect was not recognizable during the inspection. If such a defect is discovered later, notification must be made immediately after discovery, otherwise the goods are deemed to have been approved even with regard to this defect. Timely dispatch of the notification is sufficient to preserve the customer’s rights. If CPM has fraudulently concealed the defect, it may not invoke this provision.

7.3
In the event of the delivery of defective products, the customer is entitled to the statutory warranty claims. Claims by the customer against CPM for damages are excluded. In the event of justified complaints, CPM shall have the option of repairing defective goods or supplying replacements.

7.4

The customer must grant us the time and opportunity required at our reasonable discretion to remedy the defect and make the defective item available; otherwise the warranty shall lapse.

7.5
In the event a reasonably fixed grace period expires without CPM’s rectifying a defect(s) or replacing a defective item(s), or in case rectification of defect(s) or replacement of goods is impossible or rejected by CPM, the customer, as he may choose, will be entitled to claim reversion of contract or reduction of the agreed purchase price. Article 433 et seqq. German Civil Code as well as Article 377 German Commercial Code will apply, unless application of statutory provisions has been waived with legal effect.

8. General Limitation of Liability

8.1
Our liability is based exclusively on the agreements made in the above sections. Any claims for damages asserted by the customer for culpa in contrahendo, violation of contractually agreed accessory obligations and tortious liability are excluded, unless they are based on gross negligence on our part or on the part of one of our vicarious agents. In the event of slightly negligent breaches of duty, our liability is limited to the foreseeable damage typical of the contract according to the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents. However, we are not held liable for slightly negligent breaches of non-essential contractual obligations.

8.2
Claims arising from the Product Liability Act remain unaffected by the above provisions.

8.3
Claims for damages due to a defect in a delivered product are subject to a limitation period of one year. The period begins with the delivery of the product. The term stated above shall not apply if CPM can be accused of gross negligence or in the event of injury to life, limb or health attributable to CPM. This does not apply if CPM has assumed a guarantee for the quality of the product.

9. Property Rights

9.1
The customer warrants that all orders and the resulting products are free of third-party rights and, in particular, that the manufacture and delivery of the product does not infringe any patents, licenses or other third-party property rights either in Germany or in the country of the agreed place of delivery and – to the extent known to the customer – the intended country of use.

9.2
By accepting the order confirmation, the customer undertakes to indemnify CPM against all third-party claims arising from possible infringements of property rights in connection with the production order. Indemnification means that the customer shall reimburse CPM for all costs and expenses incurred as a result of third-party claims. This includes in particular – but is not limited to – legal fees and court costs, research costs, claims for damages and reimbursement by the third party.

9.3
The customer and CPM undertake to inform each other immediately of any cases of infringement and also infringement risks in relation to the production orders.

9.4
If CPM is prohibited from manufacturing and/or supplying a product by a third party on the basis of an industrial property right, CPM shall be entitled to cease work on the product without further examination of the legal situation and without being liable to the customer for business interruption.

10. Place of Performance, Place of Jurisdiction, Governing Law

10.1
The place of performance and exclusive place of jurisdiction for deliveries and payments as well as all disputes arising shall be the court responsible for our registered office if the customer is a registered trader (“Vollkaufmann”), a legal entity under public law or a special fund under public law. However, we are entitled to sue the customer at his place of jurisdiction.

10.2
The contractual terms and conditions are governed exclusively by the law applicable in Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).