Terms of Use

General Terms and Conditions of Business and Delivery of quattro-form GmbH

For use in dealings with:

  1. any person who, when entering into the contract, acts in the exercise of their commercial or independent professional activity (entrepreneur);
  2. legal entities under public law or special funds under public law.

I. General Provisions

  1. All deliveries and services shall be governed by these Terms and Conditions as well as any separate contractual agreements. Any deviating purchasing terms and conditions of the Customer shall not become part of the contract, even upon acceptance of the order.
  2. The Supplier reserves all ownership rights and copyrights in samples, cost estimates, drawings and similar information of a tangible or intangible nature, including in electronic form. Such information may not be made accessible to third parties. The Supplier undertakes to make information and documents designated as confidential by the Customer accessible to third parties only with the Customer’s consent.

II. Prices and Payment

  1. Unless otherwise agreed, prices shall apply EXW (ex works), including loading at the Supplier’s works, but excluding packaging and unloading. Value-added tax at the applicable statutory rate shall be added to the prices. Any quotation submitted to the Customer shall remain valid for a period of three months. In justified exceptional cases, the Supplier reserves the right to adjust the prices.
  2. Unless otherwise agreed, payment shall be made without deduction to the Supplier’s account as follows:

30% upon placement of the order
30% upon initial tool sampling
30% upon injection-moulding optimisation and delivery of the tool
10% upon approval of the parts

  1. The Customer shall only be entitled to withhold payments or offset them against counterclaims insofar as such counterclaims are undisputed or have been finally established by a court of law.

III. Delivery Period and Delay in Delivery

  1. The delivery period shall be determined by the agreements between the contracting parties. Compliance with the delivery period by the Supplier is subject to all commercial and technical matters between the contracting parties having been clarified and the Customer having fulfilled all obligations incumbent upon it, such as obtaining the necessary official certificates or permits or making an advance payment. If this is not the case, the delivery period shall be extended accordingly. This shall not apply insofar as the Supplier is responsible for the delay.
  2. Compliance with the delivery period is subject to the Supplier receiving correct and timely deliveries from its own suppliers. The Supplier shall notify the Customer as soon as possible of any foreseeable delays.
  3. The delivery period shall be deemed to have been met if, by the time it expires, the delivery item has left the Supplier’s works or readiness for dispatch has been notified. Where acceptance is required, the agreed acceptance date shall be decisive, except in the case of justified refusal of acceptance; alternatively, notification of readiness for acceptance shall be decisive.
  4. If dispatch or acceptance of the delivery item is delayed for reasons for which the Customer is responsible, the Customer shall be charged, beginning one month after notification of readiness for dispatch or acceptance, for the costs incurred as a result of the delay.
  5. If failure to comply with the delivery period is due to force majeure, industrial disputes or other events beyond the Supplier’s control, the delivery period shall be extended accordingly. The Supplier shall notify the Customer as soon as possible of the beginning and end of such circumstances.
  6. The Customer may withdraw from the contract without setting a deadline if performance of the entire delivery becomes permanently impossible for the Supplier before the transfer of risk. The Customer may also withdraw from the contract if performance of part of the delivery becomes impossible and the Customer has a legitimate interest in rejecting the partial delivery. If this is not the case, the Customer shall pay the contractual price attributable to the partial delivery. The same shall apply in the event of the Supplier’s inability to perform. In all other respects, Section VII.2 shall apply.

If impossibility or inability to perform occurs during a delay in acceptance or if the Customer is solely or predominantly responsible for the circumstances, the Customer shall remain obliged to provide the agreed consideration.

  1. If the Supplier is in default and the Customer suffers damage as a result, the Customer shall be entitled to claim liquidated damages for delay. Such damages shall begin to accrue no earlier than two weeks after the agreed delivery date and shall amount to 0.5% for each full week of delay, but in total no more than 5% of the value of that part of the total delivery which, as a result of the delay, cannot be used on time or in accordance with the contract.

If, after the due date, the Customer grants the Supplier a reasonable period for performance, taking into account the statutory exceptions, and this period expires without performance, the Customer shall be entitled to withdraw from the contract in accordance with the statutory provisions. Any further claims arising from delay in delivery shall be governed exclusively by Section VII.2 of these Terms and Conditions.

IV. Transfer of Risk and Acceptance

  1. Risk shall pass to the Customer when the delivery item leaves the Supplier’s works, including where partial deliveries are made or the Supplier has assumed additional services, such as shipping costs, delivery or installation.

Where acceptance is required, acceptance shall be decisive for the transfer of risk. Acceptance must be carried out without delay on the agreed acceptance date or, alternatively, following notification by the Supplier that the delivery item is ready for acceptance. The Customer may not refuse acceptance due to an insignificant defect.

  1. If dispatch or acceptance is delayed or does not take place due to circumstances for which the Supplier is not responsible, risk shall pass to the Customer on the date on which readiness for dispatch or acceptance is notified. At the Customer’s expense, the Supplier undertakes to take out any insurance requested by the Customer.
  2. Partial deliveries shall be permitted insofar as they are reasonable for the Customer.

V. Retention of Title

  1. The Supplier shall retain title to the delivery item until all payments arising from the delivery contract have been received.
  2. The Supplier shall be entitled to insure the delivery item at the Customer’s expense against theft, breakage, fire, water and other damage unless the Customer can prove that it has taken out such insurance itself.
  3. The Customer may neither sell, pledge nor transfer ownership of the delivery item by way of security. In the event of seizure, confiscation or other disposal by third parties, the Customer shall notify the Supplier immediately.
  4. In the event of conduct by the Customer in breach of contract, in particular default in payment, the Supplier shall be entitled, following a reminder, to repossess the delivery item, and the Customer shall be obliged to surrender it.
  5. On the basis of the retention of title, the Supplier may only demand the return of the delivery item if it has withdrawn from the contract.
  6. The filing of an application to open insolvency proceedings shall entitle the Supplier to withdraw from the contract and demand the immediate return of the delivery item.

VI. Claims for Defects

For material defects and defects of title in the delivery, the Supplier shall provide the following warranty, to the exclusion of further claims and subject to Section VII:

Material Defects

  1. At the Supplier’s discretion, all parts which prove defective as a result of circumstances existing prior to the transfer of risk shall be repaired or replaced with defect-free parts free of charge. The Supplier must be notified immediately in writing of the discovery of such defects. Replaced parts shall become the property of the Supplier.
  2. Following consultation with the Supplier, the Customer shall provide the Supplier with the time and opportunity required to carry out all repairs and replacement deliveries which the Supplier considers necessary. Otherwise, the Supplier shall be released from liability for any resulting consequences.

Only in urgent cases involving danger to operational safety or the prevention of disproportionately extensive damage, in which case the Supplier must be notified immediately, shall the Customer be entitled to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from the Supplier.

  1. Of the direct costs incurred as a result of repair or replacement delivery, the Supplier shall bear, provided that the complaint proves justified, the costs of removal and installation as well as the costs of providing any necessary technicians and assistants, including travel expenses, insofar as this does not result in a disproportionate burden on the Supplier.
  2. Within the scope of the statutory provisions, the Customer shall be entitled to withdraw from the contract if the Supplier allows a reasonable period granted to it for repair or replacement delivery due to a material defect to expire without result, taking into account the statutory exceptions.

If the defect is only insignificant, the Customer shall only be entitled to reduce the contractual price. In all other respects, the right to reduce the contractual price shall be excluded.

Further claims shall be governed by Section VII.2 of these Terms and Conditions.

  1. No warranty shall be provided in particular in the following cases:

unsuitable or improper use, incorrect assembly or commissioning by the Customer or third parties, natural wear and tear, incorrect or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable ground conditions, or chemical, electrochemical or electrical influences, unless the Supplier is responsible for them.

  1. If the Customer or a third party carries out improper repairs, the Supplier shall not be liable for the resulting consequences.

The same shall apply to modifications made to the delivery item without the Supplier’s prior consent.

Defects of Title

  1. If use of the delivery item results in the infringement of industrial property rights or copyrights in Germany, the Supplier shall, at its own expense, generally procure for the Customer the right to continue using the delivery item or modify the delivery item in a manner reasonable for the Customer so that the infringement of intellectual property rights no longer exists.

If this is not possible under economically reasonable conditions or within a reasonable period, the Customer shall be entitled to withdraw from the contract. Under the aforementioned conditions, the Supplier shall also be entitled to withdraw from the contract.

In addition, the Supplier shall indemnify the Customer against undisputed claims or claims finally established by a court of law asserted by the respective holders of the intellectual property rights.

  1. Subject to Section VII.2, the obligations of the Supplier specified in Section VI.7 shall be exhaustive in the event of an infringement of industrial property rights or copyrights.

They shall apply only if:

  • the Customer immediately notifies the Supplier of any alleged infringement of industrial property rights or copyrights;
  • the Customer provides reasonable assistance to the Supplier in defending against the asserted claims or enables the Supplier to carry out the modification measures in accordance with Section VI.7;
  • the Supplier retains control over all defensive measures, including out-of-court settlements;
  • the defect of title is not based on an instruction given by the Customer; and
  • the infringement was not caused by the Customer making unauthorised modifications to the delivery item or using it in a manner contrary to the contract.

VII. Liability

  1. If, due to the Supplier’s fault, the delivery item cannot be used by the Customer in accordance with the contract as a result of omitted or incorrect implementation of proposals or advice provided before or after conclusion of the contract, or as a result of the breach of other contractual ancillary obligations, in particular instructions concerning the operation and maintenance of the delivery item, the provisions of Sections VI and VII.2 shall apply accordingly, to the exclusion of any further claims by the Customer.
  2. For damage not occurring to the delivery item itself, the Supplier shall be liable, irrespective of the legal basis, only:

a. in cases of intent;

b. in cases of gross negligence on the part of the proprietor, executive bodies or senior employees;

c. in cases of culpable injury to life, limb or health;

d. in cases of defects which the Supplier has fraudulently concealed or whose absence it has guaranteed;

e. in cases of defects in the delivery item insofar as liability exists under the German Product Liability Act for personal injury or damage to privately used property.

In the event of a culpable breach of material contractual obligations, the Supplier shall also be liable in cases of gross negligence by non-senior employees and in cases of ordinary negligence. In the latter case, liability shall be limited to the damage typical of the contract and reasonably foreseeable.

Further claims shall be excluded.

VIII. Limitation Period

All claims by the Customer, irrespective of their legal basis, shall become time-barred after 12 months.

The statutory limitation periods shall apply to claims for damages pursuant to Section VII.2 a–e. They shall also apply to defects in a building or to delivery items which, in accordance with their customary use, were used for a building and caused the building to be defective.

IX. Use of Software

Where software is included in the scope of delivery, the Customer shall be granted a non-exclusive right to use the supplied software, including its documentation. The software is provided for use on the delivery item for which it is intended. Use of the software on more than one system is prohibited.

The Customer may reproduce, modify, translate or convert the software from object code into source code only to the extent permitted by law pursuant to Sections 69a et seq. of the German Copyright Act.

The Customer undertakes not to remove manufacturer information, in particular copyright notices, or to alter such information without the Supplier’s prior express consent.

All other rights in the software and documentation, including copies, shall remain with the Supplier or the software supplier. The granting of sublicences is not permitted.

X. Applicable Law and Place of Jurisdiction

  1. All legal relationships between the Supplier and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany applicable to legal relationships between domestic parties.
  2. The place of jurisdiction shall be the court having jurisdiction over the Supplier’s registered office. However, the Supplier shall also be entitled to bring legal action at the Customer’s principal place of business.

quattro-form GmbH, Ettenheim

21 March 2023