VK-Bed. Englisch - hasenclever

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EISENWERK HASENCLEVER & SOHN GMBH
§ 1 General Terms - Range of application
General Terms of Sales
(1) The below terms of sales and delivery apply to all contracts executed between the customer
and us about the delivery of goods. Our terms of sales and delivery apply exclusively. They
apply as last amended to all future business deals with the customer even if not explicitly
agreed once more. We do not accept terms of the customer that oppose or differ from these
terms, and we herewith explicitly object to them unless we had consented to their application
in writing, or if they conform to the VDA terms, to which we herewith already explicitly agree.
Our terms of sales also apply if we perform the delivery to the customer without reservation
even if having known of terms of the customer that oppose or differ from our terms of sales.
(2) All agreements entered into between us and the customer for performance of this contract
are specified in writing in this contract.
(3) Our terms of sales apply exclusively to entrepreneurs as defined under §§ 14 section 1, 310
Section 1 BGB (German Civil Code) and towards legal persons.
(4) Modifications of the written form clause require the written form.
§ 2 Quotation – Quotation documents
(1) If the order qualifies as an quotation to execute a purchasing contract as defined under §
145 BGB we can accept this quotation within 14 days by mailing an order confirmation or by
shipping the ordered products within the same period. The scope of delivery is defined by
our written order confirmation. Silence upon a purchasing order is not an acceptance. The
same applies to commercial letters of confirmation transmitted by electronic transmission,
unless the mutual electronic transmission has been agreed for the business relationship,
and the transmission is delivered to the address explicitly appointed for receiving such
declarations. Our quotations are free and non-binding unless otherwise defined in the order
acknowledgement.
(2) We reserve the property rights, copyrights, and other protective rights in illustrations,
drawings, calculations and other documents. The order may disclose them to third parties
only with our prior written consent, especially if we had marked them as “confidential”.
(3) All weights and measures included in our quotations and order acknowledgements are given
in best knowledge and faith, but they do not represent guarantees of quality. Minor
deviations, in particular over- or underweights, caused by casting technology do not entitle
the customer to complain or claim defects.
(4) The weight we determine based on the CAD data from the customer shall be adjusted
accordingly if prototype production leads to deviations from the mean weight by more than
1%. The same applies to the unit price based thereon.
§ 3 Prices – Payment terms
(1) Unless otherwise ruled in the order acknowledgement, our prices are given in Euros ex
works, packaging and shipment excluded, which will be charged separately. The VAT

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EISENWERK HASENCLEVER & SOHN GMBH
enforced at the date of delivery is not included in our prices. It shall be charged separately in
the invoice in the rate enforced at the date of invoicing.
(2) When specifications or drawings are modified, or in case of additional requirements affecting
costs, every partner of the contract is entitled to claim reasonable price adjustment under
consideration of these modifications.
(3) If after the first four weeks of the contract term (for contracts with a term of more than 12
months and contracts without time-limit) wage costs, material costs or energy costs change
essentially, every partner to the contract is entitled to claim reasonable price adjustment
under consideration of these factors.
(4) Unless otherwise defined in the order acknowledgement, the purchasing price is due for
payment net (without deductions) within 14 days of date of invoice. Payments shall be
considered effected only as soon as we can dispose of the invoiced amount. Deduction of
cash discount is subject to separate written agreement. After expiry of the payment term of
14 days, the customer is in default according to § 286 II no. 1 without having to be reminded
by us. If the customer is in default with a payment, we are entitled to charge default interest
in the amount of 8% above the related basic interest rate p.a. This does not prejudice the
right to prove higher damages. Otherwise, the legal regulations for consequences of
payment default apply.
(5) The customer is entitled to rights of setting-off and withholding only if his counterclaims are
decreed as legally valid, undisputed, or acknowledged by us. He is entitled to assert
withholding rights only in as far as his counterclaim is based on the same contractual
relationship. We may set-off all receivables we have against the customer against all
liabilities we have against the customer.
(6) In as far as we have acquired obligation to modify or adjust the object of delivery or the
production process in terms of quality, technology or price, it is foreseen that these services
be amortized by the delivery business or other appropriate compensation for the services.
(7) If a binding order volume has not been agreed, we are entitled to base our calculation on the
non-binding order volume (target volume) expected from the customer for a certain period of
time. If the customer purchases less than the target volume, we are entitled to increase the
price per unit accordingly.
(8) For delivery agreements with calls for delivery, the customer has to notify us of binding
volumes at least 3 months prior to the date of delivery by placing his call for delivery unless
otherwise agreed. If the customer fails to call for order or schedule in due time, we are
entitled upon fruitless reminder with remedy period, to schedule and to deliver the goods, or
to rescind from the still pending part of the delivery contract. Additional costs caused by
belated call for order or subsequent modifications of the call concerning time or volume
caused by the customer go on his cost and account as calculated by us.
(9) In case of delivery of partially defective goods the customer is still obliged to affect payment
for the undisputedly flawless part, unless the split delivery is of no interest to him.
(10) Deliveries across frontiers are made without customs clearance and without duties. In as far
as duties, taxes or other fees are charged, they go on cost and account of the customer.
(11) If a customer residing outside the Federal Republic of Germany, or his representative, picksup
goods or sends them abroad, the customer has to prove this to us by handing over bills

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EISENWERK HASENCLEVER & SOHN GMBH
and receipts satisfying the requirements of the sales tax law of the Federal Republic of
Germany. If the customer fails to deliver this evidence within 30 days upon handing over the
goods, the customer has to pay sales tax according to the sales tax rates applying to
deliveries within the Federal Republic of Germany on the invoiced amount.
(12) If the goods are delivered to another member state of the European Business Union, the
customer is obliged to inform us prior to shipment about his VAT ID number, through which
the delivery is made and about his branch of business.
§ 4 Delivery time – default – impossibility
(1) The begin of the delivery time we state is subject to clarification of all technical issues. We
are entitled at all times to make split deliveries and split services unless this is unreasonable
for the customer.
(2) Unless otherwise agreed or otherwise resulting from the contractual relationship, the delivery
times and periods are always non-binding. In particular meeting the delivery time is subject
to the condition of timely and complete self-supply. The delivery time is considered met if the
object of delivery has left the factory before expiry, or the readiness for shipment has been
advised.
(3) If the customer is obliged to participate the meeting of our delivery obligation is further
subject to timely and correct fulfilment of the customer’s obligation. Objection to nonfulfilment
of contract is reserved.
(4) If the customer is in default with acceptance, or by fault breaches other participation duties,
we are entitled to claim compensation of the damage incurred to us in so far including any
additional expenses. Further claims are reserved.
(5) As far as the conditions under section (4) are given, the risk of accidental loss or accidental
deterioration of the object of purchase passes to the customer at the date at which he has
come into default of acceptance or payment.
(6) In case of default we shall be liable according to the legal regulations as far as the
underlying purchasing agreement is a fix business as defined under § 286 Section 2 no. 4
BGB or under § 376 HGB (German Trade Code). The same applies if the customer due to a
delivery default by our fault is entitled to assert that further contract fulfilment is no longer of
interest to him. In which case our liability is limited to the predictable, typically occurring
damage if the delivery default is not due to gross breach of contract by our fault, while fault
of our representatives or agents is considered our fault.
(7) We are further liable according to the legal regulations as far as the delivery default is due to
an intentional or grossly negligent breach of contract in our responsibility. Fault of our
representatives or agents is considered our fault. As far as the delivery default is not due to
intentional breach of contract in our responsibility, our liability for damage indemnification is
limited to the predictable, typically occurring damage. Further claims for indemnification are
excluded.
(8) Penalties for exceeding delivery dates or other default in our responsibility have not been
agreed.

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EISENWERK HASENCLEVER & SOHN GMBH
(9) Prior to full payment of all due invoiced amounts we are not obliged to delivery anything else
from any open contract. If the customer is in default with payment of two consecutive
invoices, we are further entitled to terminate all delivery contracts agreed with the customer
with immediate effect.
(10) In as far as delivery is impossible the customer is entitled to claim damage compensation
unless we are not responsible for the impossibility. The related damage compensation of the
customer is limited to 10% of the value of that part of the delivery that cannot be made
operational because of the impossibility. This limitation does not apply to cases under § 6
section 9 and § 6 section 10 sentence 1.
§ 5 Passage of risk
Unless otherwise agreed in the order acknowledgement delivery is agreed ex works. The
risk goes over to the customer upon hand-over to the transporting person, even if we had
agreed to pay transport costs. This also applies to split deliveries. If the shipment is delayed
for reasons in the responsibility of the customer, the risk passes over per date of readiness
for transport.
§ 6 Packaging
Concerning the related packaging type a separate agreement is made with the related
customer as far as necessary.
§ 7 Liability for defects
(1) Claims of the customer exist only under the condition that he has properly fulfilled the
obligations to inspect and complain he owes under § 377 HGB. The customer has to
complain open material defects immediately upon receipt of the goods at the place of
destination, and he has to complain concealed material defects immediately upon discovery
of the material defect. If the customer fails to notify the defects in due time, the goods are
considered approved. Defect complaints are considered immediate if delivered to us in
writing within one week. The customer when complaining has to give us immediate
opportunity to review the complained goods. Upon our request, he has to provide a sample
of the complained goods or the goods on our cost and account. In case of unjustified
complaints we reserve the right to charge the customer with freight and handling costs as
well as expenses for review.
(2) If acceptance of the goods or sampling has been agreed, the complaint of material defects
the customer cold have noticed by careful acceptance or review of the samples is excluded.
If upon request of the customer we exceptionally deliver parts without prior sampling we
assume no liability for any defects and for consequential costs which could not have been
detected regardless of the tests prior to delivery as customary in the casting industry.
(3) Review of processed parts is responsibility of the customer. Parts with open casting errors
shall be acknowledged as foundry scrap.

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EISENWERK HASENCLEVER & SOHN GMBH
(4) If after processing parts are used or processed further regardless of recognizable errors, we
assume no liability.
(5) If we have to deliver according to drawings, specifications and samples etc. of the customer,
the customer bears the risk of suitability for the foreseen purpose of use and for the
correctness of the included information.
(6) In case of justified defect complaints we are obliged to remedy, under exclusion of the rights
of the buyer to rescind from the contract or to reduce the purchasing price, unless we are
entitled under legal regulations to refuse remedy. Then the customer is entitled in his own
discretion to remedy by way of elimination of defect or by delivery of a new, flawless object.
The customer has to grant us a reasonable period for remedy. In case of elimination of
defect we are also obliged to pay for all expenses required for elimination of defect, in
particular to pay for transport, travel, work and material costs, as far as these are not
increased by having transported the object of purchase to a place other than the place of
performance.
(7) If remedy also fails, the customer in his own discretion is entitled to declare rescission or
reduction. Remedy is considered failed after the second fruitless effort unless further remedy
efforts are reasonable because of the object of agreement, and as far as reasonable to the
customer.
(8) Unless otherwise defined below, other and further claims of the customer against us are
excluded. In particular this applies to claims for damage compensation due to breach of duty
from the debt relationship and for unpermitted action. Therefore we are not liable for
damages created not in the delivered goods in particular we are not liable for lost profit or
other property damage of the customer.
(9) Differing from section (6) we are however liable according to the legal regulations as far as
the customer asserts claim for damage compensation based on intent or gross negligence
including intent or gross negligence of our representatives or agents, or due to breach of
essential contract duties by fault. Unless we are responsible for intentional breach of
contract liability for damage compensation is limited to the predicable, typically occurring
damage. Otherwise, the customer may assert in case of delivery default in our responsibility
a flat-rate compensation of 0.5% of the delivery value for every full week of delay, however
no more than 5% of the price for the part of the delivery which could not have been put into
useful operation due to the delay, provided he proves that this caused him damage. Liability
beyond that limit, in particular damage compensation for a delivery default in our
responsibility are excluded, also in the event that a defined period for delivery the customer
set us has expired. This shall not prejudice the further legal claims the customer may have
besides damage compensation for delivery default in our responsibility.
(10) Liability for hurt of life, body or health by fault is likewise not prejudiced. This also applies for
mandatory liability under the product liability law. Otherwise, we exclude any other liability for
slight negligence. The same applies to breach of duty by our representatives or agents.
(11) For all indemnification payments, in particular for the amount of damage compensation, the
economic standing of the parties, have to be considered reasonably as well as type, scope
and duration of the business relationship and the value of the goods.

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EISENWERK HASENCLEVER & SOHN GMBH
(12) The time-limit for defect claims – except in case of intent, malevolence and gross negligence
– is 1 year as of the date of passage of risk. For time-limit of all claims not subject to the
time-limit due to defect of the goods the exclusion period is 18 months. This period shall
commence with date of knowledge of the defect and the person who damaged.
(13) Claims for defects are not reasoned if there is only an insubstantial deviation from the quality
or negligible impediment of the fitness for use, in particular in case of natural wear and tear,
and damages happening after passage of risk due to faulty or negligent treatment, excess
stress, unsuitable fuels, faulty installation, or due to special external influences that had not
been considered in the contract. If the customer or a third party makes inappropriate
changes or repairs on the goods we delivered or on other products affecting the goods we
delivered, this does also not reason defect claims for them and the consequences arising
from them.
(14) Contents of the agreed specification and any explicitly agreed type of use reasons no
warranty. Assumption of a guarantee is subject to explicit separate written agreement.
(15) We are not liable for defects caused by the customer’s data, for instance drawings and
construction instructions.
§ 8 Total liability
(1) Liability for damage compensation other than defined under § 6 is excluded regardless of
the legal foundation of the asserted claim. Otherwise, liability for what legal cause so ever
related to the contractual relationship is limited – as far as permissible – to the total order
value, and for call-for-orders or individual purchasing orders based on general agreements,
it is limited to the value of the call or individual purchasing order, unless there are higher
insurance covers or higher compensation claims against third parties external to the group. If
the total order value or the call or purchase order exceeds 50,000.00€ excluding VAT, the
amount of €50,000.00 is defined as max. liability limit, unless there is higher insurance cover
or higher compensation claims against third parties external to the group.
(2) Limitation according to section (1) also applies if the customer instead of claiming damage
compensation claims refund for useless expenses instead of service.
(3) In as far as liability for damage compensation towards us is excluded or limited, this also
applies to the personal damage compensation liability of our employees, workers,
associates, representatives and agents.
(4) Liability for lost production or lost profit is excluded anyhow.
§ 9 Confidentiality and protective rights of third parties
(1) Every contract partner shall use all documents (including samples, models and data) as well
as knowledge he acquires under the business relationship only for the purposes jointly
realized, and shall keep them confidential towards third parties with the same caution and
care as his own documents and knowledge, if the other party had classified them as
confidential, or has an obvious interest in their confidentiality. This secrecy obligation begins
from the first receipt of documents or knowledge and shall end 5 years after the end of the
business relationship.

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EISENWERK HASENCLEVER & SOHN GMBH
(2) The obligation does not apply to documents and knowledge that are generally known, or had
already been known to the contract partner when he received them without having been
obliged to secrecy, or which thereupon are transmitted by a third party authorized to disclose
them, or which have been developed by the receiving contract partner without reference to
documents or knowledge of the other contract partner which he had to keep secret.
(3) Unless otherwise agreed we are obliged to perform the delivery only in the country of the
place of performance free of any commercial protective rights and copyrights of third parties.
If we have to deliver according to drawings, models, samples or using parts supplied by the
customer, the customer warrants that this does not infringe against third party protective
rights in the country of destination of the goods. We shall inform the customer about any
rights of which we have knowledge. The customer has to indemnify us against third party
claims, and compensate the occurred damage. If a third party prohibits us to produce or
deliver claiming a protective right in his possession, we are entitled, without having to verify
the legal situation, to suspend the works until clarification of the legal situation by the
customer and the third party. If after the delay it is no longer reasonable for us to continue
the order, we are entitled to rescind from the contract.
§ 10 Drawings, specifications and protective rights
(1) If a contract partner provides drawings or technical documents to the other party relating to
the goods to be delivered or the production of the goods, these remain property of the
contract partner who supplied them.
(2) For orders performance of which requires development work from us the customer acquires
no inventor’s or other rights in the developed articles or processes, our know-how, or the
facilities for production of these articles, even if he had paid for part of the development
and/or production costs. Rights under the law on inventions of employees
(Arbeitnehmererfindergesetz) are not prejudiced thereby.
§ 11 Samples and production tools
(1) Unless otherwise agreed, the customer has to pay the costs for the production tools we
acquired related to the customer (tools, models, forms, templates/stencils etc.) in the amount
of one third per placement of order, one third per delivery of sample, and one third at release
for serial production (however no later than with start of the serial production).
(2) Unless otherwise agreed, the supplier is and remains owner of the production tools
produced for the customer by the supplier or by a third party contracted by the supplier.
Production tools are used only for the orders of the customer as long as the customer fulfils
his payment and acceptance obligations. We are obliged to replace such production tools
free of charge only if these are required for fulfilling a certain output quantity promised to the
customer. Our obligation to store these tools expires two years upon the last delivery of
parts from the production tool with prior notification of the customer.
(3) If according to the agreement the customer shall become the owner of production tools, the
property passes over to him upon full and final payment of the purchasing price. Transfer of
the production tools to the customer is replaced by storing them for the benefit of the

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customer. Regardless of the customer’s legal right for hand-out, and regardless of the
lifecycle of the production tools, we are entitled to their exclusive possession until the end of
the contract. We have to mark the production tools as third-party property, and upon request
of the customer, we have to insure them on his cost and account.
(4) For the customer’s own production tools according to section (3) and/or production tools lent
from the customer, our liability for storage and upkeep is limited to the caution and care we
have to apply to our own matters. Costs for maintenance and insurance go on account of the
customer. Our obligations cease when upon completion of the order and reminder to the
customer to pick-up the production tools the customer fails to pick them up in reasonable
time. As long as the customer did not fully settle his contractual obligations, we have in any
case a withholding right over the production tools.
§ 12 Force Majeure
Force majeure, labour fights, unrest, official measures and other unpredictable, inevitable
and grave events exempt the contract partners from their obligations for the duration of the
disturbance and in the scope of their effect. This also applies if the events happen at a time
where the concerned contract partner is in default, unless he caused the default by intention
or gross negligence. The contract partners are obliged in reasonable limits to give each
other all required information immediately, and to adjust their obligations to the changed
circumstances in best faith and belief. If failure to keep the delivery time is due to the
aforementioned reasons, the delivery term shall be prolonged by the duration of the
circumstances, however by no more than one week. If the obstacle lasts for longer than 3
months, every contract partner may rescind from the part of the contract that has not yet
been fulfilled.
§ 13 Reservation of property title
(1) We reserve the property rights in the object of purchase until receipt of all payments from the
business relation with the customer (reserved goods). This also applies to future and
conditional receivables, in particular also to those receivables owed to us under the business
relationship. In case of breach of contract by the customer, in particular in case of payment
default, we are entitled to take back the object of purchase after a remedy period we had
reminded the customer of has expired fruitlessly, or if reminding was redundant under law.
Take-back of the object of purchase represents a rescission from the contract only if we
explicitly declare so. In case of rescission form the contract, we are authorized up to utilize
the taken-back object of purchase, the earnings from utilization have to be set-off against the
receivables from the customer, reduced by reasonable costs of utilization.
(2) The customer is obliged to treat the object of purchase with caution and care. In particular
he is obliged to insure it on his own costs and account against fire, water and theft damages
with sufficient cover at new value. As far as maintenance and inspection works are required,
the customer has to make them in due time and on his own cost and account.
(3) In case of pledging or other third party interventions, the customer has to notify us
immediately in writing to enable us to take suit under § 771 ZPO (German Civil Proceedings

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Code). As far as the third party is not able to refund us with the costs of legal suit in and out
of court according to § 771 ZPO, the customer shall be liable for the loss we incurred
thereby.
(4) The customer is entitled to resell the object of purchase in the normal course of business,
provided he reserves the property of the goods. Other disposals over the reserved goods, in
particular pledging and transfer as security chattel are not permissible to the customer.
However already today he herewith assigns to us as security for the reserved goods all
receivables he has covering the invoiced total amount (including VAT) of our receivable he
has from resale towards his customers or third parties, regardless of whether or not the
object of purchase has been resold with or without processing. The customer remains
entitled to collect this receivable also upon assignment until revoked. This does not prejudice
our authority to collect the receivable. However we agree not to collect the receivable as
long as the customer fulfils his payment obligations from the collected earnings, is not in
payment default, or ceased payments. In which case we may request that the customer
informs us of the assigned receivables and their debtors, gives all information we need for
collection, hands-over the necessary documents, and informs the debtors of the assignment.
(5) The customer’s right defined under section (4) of reselling the object of purchase in the
normal course of business is granted only as long the customer is not in payment default
towards us. If the customer is in payment default, we are entitled to generally prohibit
reselling, or we are free to collect the receivable ourselves.
(6) Processing or conversion of the object of purchase by the customer is always made for us. If
the object of purchase is processed with other objects not our property we acquire coproperty
of the new article in the ratio of the value of the object of purchase (total invoice
sum including VAT) to the other processed articles at the date of processing. Otherwise
what was defined above for the object of purchase delivered under reservation also applies
to the object created by processing.
(7) If the object of processing is inseparably combined with other objects not in our property we
acquire co-ownership of the new object in the ratio of the value of the object of purchase
(total invoice amount including VAT) to the other combines articles at the date of
combination. If the combination is made in a manner that the object of the customer is to be
considered the main object, the parties herewith agree that the customer transfers
proportional co-ownership to us. The customer stores the thus created (co-) ownership for
us.
(8) The customer also assigns to us his receivables towards third parties created by
combination of the object of purchase with a piece of land to secure our receivables towards
him.
(9) We agree to release the securities given to us upon request of the customer in as far as the
realizable value of our securities exceeds the receivables to be secured by more than 10%.
Selection of the receivables to be released is in our discretion.
§ 14 Place of jurisdiction – Place of performance

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(1) Place of jurisdiction is the court responsible for our place of business residence. However
we are entitled to file suit also at the customer’s main place of residence.
(2) The agreement is governed by the law of the Federal Republic of Germany. Application of
UN purchasing right is excluded.
(3) Unless otherwise resulting from the order acknowledgement, our place of business is the
place of performance for services, deliveries and payments.
§ 15 Insolvency – Termination of unlimited agreements – Final clause
(1) In case of insolvency of the customer, opening of insolvency proceedings by the customer,
or application for insolvency by the customer’s creditors we are entitled to terminate this
agreement with immediate effect upon written notice to the customer, without liability
towards him.
(2) Unlimited agreements may be terminated with a notice of 6 months per end of month.
(3) If any clause of the agreement or these terms between the customer and us has not become
an integral part of the agreement, or is or becomes invalid, this shall not prejudice the
validity of the agreement as such. The contract partners are obliged in faith and belief and in
reasonable limits to replace the invalid clause with a valid clause of equal economic
outcome provided this does not essentially alter the contents of the agreement. If the parties
fail to find an adequate regulation, the related contents of the agreement shall be ruled by
the legal regulations.
Version: July 2010