GENERAL TERMS AND CONDITIONS
for deliveries and services of Spritzguß Müller GmbH
The following terms and conditions apply exclusively to entrepreneurs within the meaning of § 14 German Civil Code (BGB), legal entities under public law, and special funds under public law. Status: May 2026.
§ 1 Scope of Application, Conclusion of Contract
(1) These General Terms and Conditions (hereinafter "GTC") apply to all business relationships with our customers (hereinafter "Purchaser"). They apply exclusively; conflicting, deviating, or supplementary terms and conditions of the Purchaser shall only become part of the contract if and to the extent that we have expressly agreed to their applicability in writing. This shall also apply if we carry out the delivery without reservation in knowledge of conflicting terms and conditions of the Purchaser.
(2) These GTC also apply to future contracts with the same Purchaser, provided that we refer to the current version at the time of conclusion of the contract or make it accessible to the Purchaser.
(3) Our offers are subject to change and non-binding. Orders and purchase orders placed by the Purchaser constitute binding contractual offers. A contract is only concluded upon our written or electronic order confirmation or upon execution of the delivery. The written order confirmation conclusively determines the content of the contract.
(4) Legally significant declarations and notifications that are to be submitted to us by the Purchaser after conclusion of the contract (e.g. setting of deadlines, notices of defects, withdrawal, reduction) must be in text form (§ 126b BGB) to be effective.
§ 2 Prices, Material Price Adjustment, Payment Terms
(1) Unless expressly agreed otherwise, our prices are in euros, net ex works Buchbach (EXW pursuant to Incoterms® 2020), plus the applicable statutory value-added tax. Packaging, dispatch, freight, insurance, and any customs duties are charged separately. Packaging is not taken back unless there is a statutory obligation to do so.
(2) If, between the conclusion of the contract and the agreed delivery date, changes in raw material, energy, personnel, or logistics costs of more than five percent (5%) occur in relation to the respective cost component of the calculation, we are entitled to demand a reasonable adjustment of the agreed price. The basis for comparison is the procurement costs calculated at the time of the order confirmation against the actual costs on the day of delivery. The adjustment shall be made at our reasonable discretion (billiges Ermessen), preserving the original ratio of performance and consideration. Upon request, we shall demonstrate the basis for the calculation. The same applies in favour of the Purchaser if the relevant cost components decrease by more than five percent (5%). In the case of framework contracts with a term of more than four months, this adjustment provision shall apply throughout the entire term.
(3) Where we bear all or part of the tooling costs, this is based on the annual purchase quantities projected by the Purchaser per calendar year. If the projected annual quantity is not reached within two years of tool release, we are entitled to invoice the proportionate tooling cost contribution in relation to the quantity shortfall. The subsequent invoice covers the tooling cost portion originally borne by us, multiplied by the ratio of the unaccepted quantity to the projected annual quantity, but no more than the actual tooling costs incurred by us. Upon request, we shall demonstrate the basis for the calculation. The subsequent invoice is due for payment upon receipt.
(4) Unless a different agreement exists, our invoices are due and payable without deduction within 14 calendar days of the invoice date. The timeliness of payment is determined by unconditional receipt in our account. Cheques and bills of exchange are accepted only on account of performance; all related costs are borne by the Purchaser.
(5) Upon expiry of the payment period, the Purchaser shall be in default without further reminder. During the period of default, the monetary debt shall bear interest at the statutory default interest rate (currently nine percentage points above the base rate pursuant to § 288 para. 2 BGB). The right to claim further damages, in particular the flat-rate payment pursuant to § 288 para. 5 BGB and costs of legal proceedings, is reserved.
(6) If, after conclusion of the contract, we become aware of circumstances that are likely to materially impair the creditworthiness of the Purchaser (in particular suspension of payments, opened or applied-for insolvency proceedings, bill of exchange or cheque protest, outstanding payment despite reminder), we are entitled to carry out outstanding deliveries only against advance payment or security, to make all outstanding claims immediately due and payable, and – after the unsuccessful expiry of a reasonable grace period – to withdraw from the contract.
(7) Rights of set-off and rights of retention on the part of the Purchaser exist only to the extent that its counterclaims have been finally determined by a court of law, are undisputed, or have been acknowledged by us. The Purchaser may not assert a right of retention arising from prior or other transactions in the ongoing business relationship.
§ 3 Delivery Quantity, Tolerances, Over- and Under-Deliveries
(1) Over- or under-deliveries of up to ten percent (10%) of the agreed number of units are customary in the industry and do not entitle the Purchaser to raise objections or to refuse acceptance; for initial orders, custom-made items, and end-of-tool-life situations, the tolerance is up to twenty percent (20%), provided this is production-related, customary in the industry, and reasonable for the Purchaser. For larger series or call-off orders, a deviating individual contractual tolerance may be agreed. Invoicing is based on the quantity actually delivered.
(2) Dimensional tolerances, form and positional tolerances, and surface quality are governed – unless expressly agreed otherwise – by DIN EN ISO 20457 (plastic moulded parts) or DIN 16742, in each case tolerance class TG 5, and otherwise by the generally accepted rules of injection moulding technology. Minor, production-related deviations in material, colour, gloss, dimensional accuracy, and surface structure do not constitute a defect.
(3) Unless expressly agreed otherwise, standard commercial packaging applies. If orders are cancelled after production has commenced, materials already procured, partially processed parts, and a reasonable lost contribution margin will be charged, provided the materials cannot be otherwise used.
§ 4 Delivery Time, Force Majeure, Delay in Delivery
(1) Delivery dates and delivery periods are only binding if they have been expressly agreed as binding or confirmed by us in writing. Otherwise, delivery dates are non-binding estimates. The delivery period begins upon dispatch of the order confirmation, but not before receipt of all documents, approvals, releases (in particular first-article approval), and materials to be provided by the Purchaser, and not before receipt of any agreed advance payment.
(2) Events of force majeure and other unforeseeable, unavoidable circumstances beyond our control shall release us from our delivery and performance obligation for the duration of their effects. Such circumstances include in particular natural disasters, pandemics and epidemics, governmental and official measures, embargoes and sanctions, armed conflicts, terrorism, cyber-attacks and IT failures, strikes and lawful lockouts, energy and raw material shortages, and failure to be supplied on time or properly by our own suppliers despite congruent hedging. We shall notify the Purchaser without undue delay of the occurrence and anticipated duration of such events. If the impediment lasts longer than three months, both parties are entitled to withdraw from the contract with respect to the unfulfilled part; claims for damages shall in that case only exist to the extent mandatorily required by law or to the extent the impediment is attributable to us.
(3) If we are in default of delivery, the Purchaser may claim liquidated damages for delay in the amount of 0.5% of the net value of the delayed delivery per complete week of delay, but not exceeding 5% of the net value of the delayed delivery in total. Both parties reserve the right to prove higher or lower actual damages. Further statutory rights and claims of the Purchaser remain unaffected.
(4) If the Purchaser fails to accept the goods within the agreed period, we are entitled, after setting a reasonable grace period, to withdraw from the contract and to claim damages in lieu of performance. The damages are set at a flat rate of 15% of the net order value; both parties reserve the right to prove higher or lower actual damages. In the event of default in acceptance or delay in dispatch for reasons attributable to the Purchaser, the risk passes to the Purchaser as of the date of readiness for dispatch; any storage and provision costs of 0.5% of the net goods value per commenced week, up to a maximum of 5%, shall be reimbursed by the Purchaser.
(5) Partial deliveries are permissible provided they are reasonable for the Purchaser.
§ 5 Tools, Equipment, and Customer-Supplied Materials
(1) Tools, equipment, injection moulds, and other production means that we manufacture or have manufactured shall remain our property even if the Purchaser has contributed to the manufacturing costs (tooling cost contribution). By contributing to the tooling costs, the Purchaser acquires only the right to have the tool used exclusively for its orders, as long as it duly fulfils its contractual obligations. A transfer of title only takes place by express written agreement.
(2) Maintenance, care, repair, and replacement of tools in our ownership are carried out by us. We bear the costs of wear-related repairs; repairs resulting from improper handling by the Purchaser, from unforeseeable material properties of materials supplied by the Purchaser, or from design changes requested by the Purchaser are borne by the Purchaser.
(3) Tools that have not been used for a call-off for more than three years may, following prior notice with a reasonable period (at least three months), be scrapped at the Purchaser's expense or, where title is fully ours, disposed of without further obligation. The obligation to retain tools from terminated business relationships expires twelve months after the last delivery.
(4) Materials and parts supplied by the Purchaser are delivered at the Purchaser's expense and risk. We only inspect the supplied items for obvious defects and for correct quantities; further incoming inspection is only carried out against separate remuneration. Defects or unsuitability for processing of materials supplied by the Purchaser are not our responsibility; any resulting delays or additional costs will be charged separately.
§ 6 Rights in Designs, Third-Party Intellectual Property, Confidentiality
(1) We reserve all ownership, copyright, and usage rights in and to drafts, design drawings, CAD files, tool drawings, samples, models, calculations, and other technical documents prepared by us. Disclosure to third parties is only permissible with our prior written consent.
(2) The Purchaser warrants that designs, drawings, data, models, and specifications provided by it are free of third-party rights and that their use by us does not infringe any third-party intellectual property rights. We have no obligation to verify this. The Purchaser shall indemnify us against all claims by third parties arising from an infringement of intellectual property rights based on the use of its specifications, including reasonable costs of legal defence.
(3) Both parties undertake to treat all commercial, technical, and operational information of the other party made accessible in the course of the business relationship that is marked as confidential or is by its nature clearly confidential, as strictly confidential for an unlimited period, not to use it for their own purposes, and to make it accessible only to those employees and vicarious agents who need it for the performance of the contract and who are themselves bound to confidentiality. This obligation continues beyond the termination of the business relationship.
§ 7 Proof Prints, First Articles, and Approvals
(1) Before the start of series production, we shall submit first-article samples, proof prints, or approval samples to the Purchaser upon request for review and written approval. Upon granting approval, the binding nature of the execution with regard to dimensions, design, colour, material, and surface is established.
(2) We no longer assume liability for defects and deviations that would have been apparent during the approval process; this does not apply to intent and fraudulently concealed defects.
(3) We accept no responsibility for errors resulting from incorrect, incomplete, or ambiguous specifications of the Purchaser in orders, drawings, specifications, or data models, nor for consequences of a material specification chosen by the Purchaser.
§ 8 Transfer of Risk, Dispatch
(1) Delivery is made ex works Buchbach (EXW pursuant to Incoterms® 2020), which is also the place of performance for delivery and any subsequent performance. At the Purchaser's request and expense, the goods will be dispatched to another destination. Unless expressly agreed otherwise, we are entitled to determine the method of dispatch (in particular the transport company, route, and packaging) ourselves.
(2) The risk of accidental loss or accidental deterioration of the goods passes at the latest upon handover to the carrier, freight forwarder, or other person designated to carry out the dispatch. In the event of default in acceptance by the Purchaser, § 4 para. 4 applies.
(3) Insurance of the goods against transport damage is only provided upon express request and at the Purchaser's expense.
§ 9 Retention of Title
(1) We retain title to all goods delivered by us until full payment of all current and future claims arising from the business relationship with the Purchaser (extended retention of title with current account reservation).
(2) Processing or transformation of the reserved goods is carried out for us as manufacturer within the meaning of § 950 BGB, without obligating us. In the event of processing, combining, or mixing the reserved goods with other goods not owned by us, we shall acquire co-ownership of the new item in proportion to the invoice value of the reserved goods to the invoice value of the other processed goods at the time of processing. The same shall apply to the item created by the processing as to the reserved goods.
(3) The Purchaser is entitled to process and sell the reserved goods in the ordinary course of business as long as it is not in default of payment. Pledging and transfer of title by way of security are not permitted. The claims against purchasers arising from resale or from any other legal basis (insurance, tort) are hereby assigned by the Purchaser to us in full by way of security; we accept the assignment. We authorise the Purchaser, revocably, to collect the assigned claims in its own name on our behalf. The collection authority may be revoked by us if the Purchaser fails to properly fulfil its payment obligations.
(4) In the event of seizure, attachment, or other dispositions or interventions by third parties, the Purchaser must notify us immediately in writing so that we can bring an action pursuant to § 771 ZPO. The costs of a successful third-party objection action (Drittwiderspruchsklage) shall be borne by the Purchaser to the extent that the third party is unable to reimburse them.
(5) In the event of a breach of contract by the Purchaser, in particular in the event of default in payment, we are entitled, after prior warning, to withdraw from the contract and to demand the return of the reserved goods; the Purchaser is obliged to surrender them. The demand for surrender does not constitute a declaration of withdrawal unless expressly stated.
(6) The reserved goods regularly consist of parts custom-manufactured according to the Purchaser's specifications, which are not, or only to a limited extent, accessible to alternative use. We are therefore entitled, at our discretion, to:
a) store the returned reserved goods and charge the Purchaser storage costs of 0.5% of the net order value per commenced week, up to a maximum of 5% in total;
b) destroy the reserved goods or subject them to material recycling after an unsuccessful grace period for payment; the costs incurred are borne by the Purchaser; any proceeds from the material are offset against the outstanding claims; or
c) sell the reserved goods to third parties – following prior written consent of the Purchaser or, in insolvency proceedings, with the consent of the insolvency administrator; in this case, the proceeds less reasonable realisation costs are offset against the outstanding claims.
(7) Our claim for payment of the agreed purchase price or for damages in lieu of performance (§ 4 para. 4) remains unaffected by the recovery and realisation of the reserved goods; the value of any realisation shall be offset against the claim. In the case of custom-manufactured goods, our claim for damages amounts to at least the agreed net order value less saved expenses, but at least 70% of the net order value; the Purchaser reserves the right to prove a lesser loss.
(8) If the realisable value of the security provided to us exceeds our secured claims by more than twenty percent (20%), we are obliged, at the Purchaser's request, to release security of our choice.
§ 10 Defect Rights
(1) We are liable for defects in the goods in accordance with the statutory provisions, unless otherwise regulated below. In any event, the special statutory provisions applicable upon final delivery of unprocessed goods to a consumer (supplier recourse pursuant to §§ 478, 445a, 445b BGB) remain unaffected.
(2) The basis for our liability for defects is above all the agreement made regarding the quality of the goods. Product descriptions designated as such, approved first-article samples, and other expressly agreed specifications constitute agreements on quality. We only provide a warranty for the quality or durability of the goods if this has been expressly stated in writing and designated as a "warranty". Public statements, commendations, or advertising do not constitute contractual quality specifications.
(3) The Purchaser's rights in respect of defects presuppose that it has duly fulfilled its statutory obligations to inspect and give notice of defects pursuant to § 377 HGB. The Purchaser must notify us of obvious defects without delay, but no later than within ten (10) working days of receipt of the goods at the place of destination, in text form (§ 126b BGB). Hidden defects must be notified in text form without delay upon discovery, but no later than within five (5) working days. Failure to comply with the obligation to inspect and give notice of defects excludes the assertion of defect claims.
(4) If the goods delivered are defective, we may initially choose whether to provide subsequent performance by rectifying the defect (remedy) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions remains unaffected. If subsequent performance fails or is unreasonable for the Purchaser, the Purchaser may withdraw from the contract or reduce the purchase price; however, in the case of a minor defect, there is no right of withdrawal.
(5) We shall bear the expenses necessary for subsequent performance, in particular transport, travel, labour, and material costs, provided the goods are brought to our registered office or the original place of destination. If a request by the Purchaser for remedy of a defect turns out to be unjustified, we may demand reimbursement of the costs incurred as a result.
(6) The Purchaser's defect claims become statute-barred within twelve (12) months of delivery of the goods, unless the law mandatorily prescribes longer periods (in particular for buildings and items used in the construction of buildings, in cases of fraudulent concealment, for warranties assumed, and for personal injury and intent). This shortening does not apply to claims for damages arising from intent, gross negligence, breach of cardinal obligations, personal injury, warranties assumed, and under the Product Liability Act; for these, the statutory limitation periods apply.
(7) Minor, production-related deviations in material, colour, gloss, or dimensional accuracy within the agreed or industry-standard tolerances, as well as deviations resulting from subsequent change requests by the Purchaser or from unsuitable materials supplied by the Purchaser, do not constitute a defect.
(8) The Purchaser is solely responsible for the suitability of the delivered goods for its intended purposes and processes; information and advice on the processing and use of the goods do not relieve the Purchaser of its own duty to carry out tests and trials.
§ 11 Limitation of Liability
(1) We are fully liable for damages arising from injury to life, limb, or health, for intent and gross negligence, for fraudulently concealed defects, and for claims under the Product Liability Act and under warranties assumed.
(2) In the case of simple negligence, we are only liable for damages arising from the breach of material contractual obligations (so-called cardinal obligations). Cardinal obligations are those whose fulfilment is essential to the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely. In this case, liability is limited in terms of amount to the typically occurring and foreseeable damage at the time of conclusion of the contract; liability per loss event is further limited to three times the order value of the affected individual contract, but no more than EUR 250,000 per loss event and EUR 1,000,000 per calendar year.
(3) Any liability beyond the foregoing paragraphs is excluded regardless of the legal nature of the claim asserted. In particular, liability for loss of profit, lost savings, indirect damages and consequential losses, production downtime, and costs of removal and installation is excluded, unless mandatory law, in particular statutory defect rights, supplier recourse, product liability, or liability under § 11 para. 1, stands against this.
(4) Where our liability is excluded or limited, this also applies to the personal liability of our bodies, employees, representatives, and vicarious agents.
(5) The limitation period for claims for damages not falling under the defect provisions of § 10 is twelve (12) months from knowledge of the damage and the party causing it; regardless of knowledge, they become statute-barred at the latest after three years from the damage-causing event. The statutory limitation period for intent, gross negligence, personal injury, and under the Product Liability Act remains unaffected.
§ 12 Product Compliance, Export, REACH/RoHS
(1) Where we manufacture according to the Purchaser's specifications, the Purchaser is solely responsible for compliance with all public law requirements at the place of destination of the goods and at the place of use of the end product, in particular for conformity with European directives and regulations (e.g. CE conformity, Machinery Directive, Low Voltage Directive, EMC, RoHS, MDR/IVDR, food contact materials). We do not owe any independent conformity assessment of the end product.
(2) We declare that we observe the obligations incumbent on us as manufacturers of articles under Regulation (EC) No. 1907/2006 (REACH) and Directive 2011/65/EU (RoHS) as amended and obtain corresponding declarations from our upstream suppliers. We do not provide any warranty beyond the legal obligations incumbent on us.
(3) Performance of the contract is subject to the proviso that there are no obstacles to performance arising from foreign trade, customs, or embargo law of the European Union, the Federal Republic of Germany, or other relevant states. The Purchaser undertakes not to use, transfer, or bring the goods to any destination in breach of applicable export control and sanctions regulations. Upon request, the Purchaser shall provide us with the end-use information required for an export control review to a reasonable extent.
§ 13 Data Protection
(1) We process personal data of the Purchaser and its employees exclusively for the performance of the contract and to protect legitimate interests within the meaning of Art. 6 para. 1 lit. b and f GDPR. Data is only passed on to third parties to the extent necessary for contract performance or as permitted by law. Otherwise, the information in our Privacy Notice applies. The Privacy Notice in its current version is available at www.spritzguss-mueller.de.
§ 14 Final Provisions
(1) The place of performance for all obligations under this contract is Buchbach.
(2) The exclusive place of jurisdiction, including for international disputes, for all disputes arising from or in connection with this contractual relationship is the court having jurisdiction over our registered office in Buchbach. However, we are also entitled to sue the Purchaser at its general place of jurisdiction.
(3) The law of the Federal Republic of Germany applies, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of conflict of law provisions where their application would result in the application of foreign law.
(4) The assignment of claims of the Purchaser against us to third parties is excluded; § 354a HGB remains unaffected.
(5) Amendments and supplements to these GTC and to the contracts concluded between the parties require text form, unless a stricter form is required by law. Individual contractual arrangements within the meaning of § 305b BGB take precedence.
(6) Should any individual provisions of these GTC be wholly or partially invalid or unenforceable or become so, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by that valid and enforceable provision whose effect comes closest to the economic objective of the parties. The same applies to any gaps in the agreement.
Spritzguß Müller GmbH, Buchbach – Status: May 2026