Terms and Conditions

General Terms and Conditions of Kremser GmbH to be used in dealings with companies
Effective 27/02/2015

Section 1 Scope

(1) All deliveries, services and offers of the Seller are performed solelyon the basis of these
General Terms and Conditions of Delivery. These are an integral part of all contracts for
the services or deliveries offered by the Seller that the Seller concludes with his contractual partners
(hereinafter the "Customer"). They also apply to all future deliveries, services or offers provided
to the Customer, even if they are not subject of a further separate agreement.
(2) Terms and Conditions of the Customer or of third parties do not apply, even if the Seller
does not object to their validity in each separate individual case. Even if the Seller refers to
correspondence containing or referencing the terms and conditions of the Customer or a third party,
this does not suggest any agreement to the validity of such terms and conditions.

Section 2 Offer and conclusion of contract

(1) All offers submitted by the Seller are without obligation and non-binding provided
they have not explicitly been marked as binding or contain a specific acceptance deadline.
The Seller can accept orders or commissions within fourteen days  after receipt of the
order or commission.
(2) The legal relationship between Seller and the Customer is solely governed
by the written purchase contract entered into, including these General Terms and Conditions of Delivery.
This contract fully reflects all agreements between the contracting parties regarding the object of the
contract. Verbal promises by the Seller before the conclusion of this contract are not legally
binding and oral agreements by the contracting parties are replaced by the written contract,
provided it is not explicitly expressed therein that they will continue to be binding in each case.
(3) Amendments and modifications to the agreements made, including these 
General Terms and Conditions of Delivery, require the written form in order to be effective.
With the exception of managing directors and 'prokurists' (holders of general commercial power of attorney), no employees of the Seller are authorized to make any verbal agreements differing hereof. For the preservation of the written form
transmission by means of telecommunication, in particular telefax or e-mail,
is sufficient provided that a copy of the signed declaration is transmitted.
(4) Information from the Seller on the object of the delivery or service (e.g. weight,
dimensions, practical value, capacity, tolerances and technical data) as well as our
representations of the same (e.g. drawings and depictions) are only approximately
applicable, unless its applicability for the purpose contractually envisaged
requires precise conformity, These are not guaranteed quality features, but serve
as description or identification of the delivery or service. Differences which are customary
in trade and differences that are the result of legal provisions or that constitute a
technical improvement, as well as the replacement of components by parts of equivalent
value, are permissible insofar they do not detract from the applicability for the purpose
contractually envisaged.
(5) The Seller retains the ownership right or copyright of all offers and cost estimates
it provides as well as of all drawings, depictions, calculations, brochures, catalogues, models,
tools and other documents and resources made available to the Customer. Without the
express agreement of the Seller,the Customer may not make these objects, or the content of
them, accessible to third parties,or make them known to third parties or have them used or
reproduced, either by himself or third parties. On request of the Seller, he must return
these objects to himin their entirety, and destroy any copies made of them, if they
are no longer needed by him in the proper course of business or ifnegotiations do not
result in the conclusion of a contract.

Section 3 Prices and payment

(1) Prices are valid for the scope of services and deliveries listed in the
order confirmations. Additional or special services will be charged separately. Prices are
given in EUROS ex works plus packaging, legal value added tax, customs for export deliveries
plus duties and other official charges.
(2) Insofar as the prices agreed are based on the list prices of the Seller and delivery
is not to be made until more than four months after the conclusion of the contract,
the list prices of the Seller valid at the time of delivery apply (in each case minus an
agreed percentage or fixed discount).
(3) Amounts invoiced must be paid within thirty days without any discount insofar
no other payment conditions have been agreed in writing. The relevant date of payment is the
date the Seller receives the payment. Checks are only valid as payment after they have been cashed.
If the Customer fails to effect payment as per the due date, then interests will be charged
on the outstanding amounts at a rate of 8 % p.a. as from the due date;  the application of
a higher interest rate and the assertion of additional damages in case of late payment remain
unaffected. The Seller is entitled to charge overdue fines in the amount of 5 Euro.
(4) Offsetting with counter-claims of the Customer or the retention of payments on account of
such claims is only permissible insofar as the counter-claims  are undisputed or legally established.
(5) The Seller is entitled to make pending deliveries or provide pending services only against
advance payment or deposit of a security if, after the conclusion of the contract, circumstances
become known to him which considerably reduce the credit worthiness of the Customer and
on account of which the payment of the pending demands of the Seller by the Customer from
the relevant contractual relations (including those from other individual orders for which the
same framework contract applies) is put at risk.

Section 4 Terms of delivery

(1) Deliveries are made ex works.
(2) Terms and deadlines for deliveries and services announced by the Seller
in advance are always only approximate unless a fixed term or a fixed deadline
is expressly promised or agreed. Insofar as shipment has been agreed, delivery terms
and delivery deadlines relate to the point of handover to the forwarding agent,
freight carrier or other third party commissioned for the transport.
(3) The Seller may - notwithstanding his rights with respect to defaulting on the part of
the Customer - ask the  Customer for an extension to terms for delivery and services
or a postponement of delivery and  completion deadlines by the period of time for which
the Customer fails to meet his  contractual obligations with respect to the Seller.
(4) The Seller is not liable for impossibility of delivery or for delays in delivery in so far as
these have been caused by force majeure or other events which were not foreseeable at the
time of concluding the contract (e.g. operating disruptions of all kinds, difficulties in procuring
materials or power, transport delays, strikes, lawful lockouts, workforce, energy or raw materials shortages, difficulties in  procuring necessary official approvals, official measures or non-delivery or
incorrect or late delivery by suppliers), for which the Seller cannot be held responsible Insofar
as such events make it considerably more difficult or impossible for the Seller to deliver or provide
services and the obstacle is not merely of a temporary nature, the Seller is entitled
to withdraw from the contract. In case of an incorrect or late delivery by suppliers,
the Customer will be informed about the non-availability of the delivery immediately.
In case of obstacles of a temporary nature, the terms for deliveries and services will be extended or the
delivery and completion deadlines will be postponed by the period of the obstruction
plus an appropriate run-in period. Insofar as the Customer cannot be expected to accept
the delivery or service as a result of the delay, he may withdraw from the contract
by means of an immediate written notification to the Seller.
(5) The Seller is only entitled to make partial deliveries if
• the partial delivery is usable by the Customer in the context of the contractual intended use,
• the delivery of the pending ordered goods is ensured and
• the Customer does not have to incur any significant extra expenses or additional costs
 (unless the Seller declares that he is prepared to accept these costs).
(6) If the Seller falls behind with a delivery or service or if a delivery or service is impossible for
him, for any reason whatsoever, then the liability of the Seller is limited to compensation in
accordance with Section 8 of these General
Terms and Conditions of Delivery.

Section 5 Place of fulfilment, dispatch, packaging, transfer of risk, acceptance

(1) The place of fulfilment for all obligations arising out of the contractual relations is Stein, Germany,
 unless determined otherwise. Should the Seller also be responsible for the installation, the place of fulfilment is the location at which the installation takes place.
(2) The mode of dispatch and packaging are subject to the dutiful discretion of the
(3) At the latest, the transfer of risks to the Customer occurs with the handover of the object
of delivery (whereby the commencement of the loading process is decisive) to the forwarding
agent, freight carrier or other third party commissioned for the transport. This also applies if
partial deliveries are made or the Seller has taken on other services (e.g. dispatch
or installation). If dispatch or handover is delayed due to circumstances caused by
the Customer, the risk is transferred to the Customer on the day when the object of delivery
is ready for dispatch and the Seller has notified this  to the Customer.
(4) Storage costs after the transfer of risk will be borne by the Customer. In case of storage
by the Seller, the storage costs amount to 0.25% of the invoice amount of the objects of delivery
to be stored per elapsed week. The right to claim for additional storage costs or request proof
of lower storage costs is reserved.
(5) The consignment will only be insured by the Seller against theft, breakage, transport, fire
and water damage, or other insurable risks, on  the express wish of the Customer and at his costs. 

Section 6 Warranty, incoming goods inspection, material defects

(1) The warranty period is one year as from delivery or, insofar as acceptance is necessary,
as from acceptance.
(2) The delivered items are to be carefully inspected in terms of type,
quantity and consistency immediately after their delivery to the Customer or to the third
party specified by him. Moreover, the Customer must ensure that the indications,
dimensions and any other technical data provided by him for the manufacturing and
realization of the tool,embossing tool or component fixture for the intended purpose
are sufficient and suitable. No warranty is accepted for indications omitted by the Customer.
(3) The delivered items are considered to have been approved by the Customer if the Seller
does not receive a notice of defects concerning evident shortcomings or other defects that
would have been identifiable in an immediate, careful inspection, within seven business days
after delivery. As to other defects, the delivered items are considered to have been approved
by Customer if the Seller does not receive the notice of defects within seven business days
after the date the defect was identified; if the defect was already identified by the Customer
during normal operation at an earlier date then this earlier date is determinative of the
beginning of the period of notice of defects. On request by the Seller, the delivered item to
which the complaint relates must be sent back to the Seller carriage paid. If the notice of
defects is justified, the Seller will reimburse the costs of the most economical method of
dispatch; this does not apply insofar as the costs increase because the delivered item is
located somewhere other than the place of use as determined.
(4) In case of material defects in the delivered items, the Seller is initially obliged
 and entitled to subsequent improvement or to supply replacements according to his
 choice, which is to be made within an appropriate period. In the event of failure, i.e.
subsequent improvement or replacement supply is  impossible or unreasonable or
in case of refusal or inappropriate delay, the Customer may withdraw from the contract or
reduce the purchase price appropriately.
(5) If the Seller is to blame for a defect, the Customer may demand compensation under
the conditions stipulated in Section 8.
(6) In case of defects in components from other manufacturers, which the Seller cannot remedy
for reasons of licensing law or for factual reasons, then, at his choice, the Seller will make his
warranty claims against the manufacturer and supplier on the account of the Customer or
transfer the entitlement to this to the Customer. Warranty claims against the Seller only exist
for defects of this kind under other conditions and in accordance with these General Terms and
Conditions of Delivery if the legal enforcement of the above-mentioned claims against the
manufacturer and supplier was unsuccessful or is futile, for example, because of insolvency.
During the period of the legal dispute the period of limitation is suspended as regards the
warranty claims of the Customer in this matter against the Seller.
(7) The warranty becomes invalid if the Customer modifies the delivered item without the
approval of the Seller or allows this to be done by third parties and the remedying of the
defect is made impossible or unreasonably more difficult because of this. In each case
the Customer must bear the additional costs of remedying defects caused by the modification.
(8) A delivery of used items agreed in individual cases with the Customer is done under exclusion
of any warranty for material defects.
(9) The warranty also expires if operation at the site of the Customer is not possible due to
omitted indications, measurements or other technical data for the manufacturing and realization
of the tool, embossing tool or component fixture. This is expressly applies to embossing tools in
terms of the requested printed image and the requested design.

Section 7 Intellectual property

(1) Pursuant to this Section 7, the Seller vouches for the fact that the delivered item is free of third party industrial property rights or copyrights. Each contracting partner will immediately inform the other contracting partner in writing in the event that claims are made against him due to the infringement of such rights.
(2) In the event that the delivered item infringes a third party industrial property right or copyright then, according to his choice and at his own costs, the Seller will either modify or exchange the delivered item in such a way that it no longer infringes any third party rights, but in such manner that the delivered item continues to fulfil its contractually agreed functions, or procure the right of use for the Customer by concluding a licence contract.
If he fails to do so within an appropriate period, the Customer is entitled to
withdraw from the contract or reduce the purchase price appropriately. Any claims for damages by the Customer are subject to the limitations in Section 8 of these General Terms and Conditions of Delivery.
(3) In case of infringements of products from other manufacturers supplied by the Seller then, according to his choice, the Seller will make his claims against the manufacturer and previous supplier on the account of the Customer or transfer this entitlement to the Customer. Claims against the Seller only exist in this case in accordance with this Section 7 if the legal enforcement of the above-mentioned claims against the manufacturer and previous supplier was unsuccessful or is futile, for example, because of insolvency.
(4) The Customer also guarantees that the items provided by him (data, graphs, logos,
etc.) are free from industrial intellectual property rights or copyrights of third parties. Each
contracting partner will immediately inform the other contracting partner in writing in the event that claims are made against him due to the infringement of such rights. The stipulations laid down in Section 7 par. 2 and 3 are thus also valid for the Seller,
who can withdraw from the contract pursuant to par. 2 and 3.

Section 8 Liability for compensation caused by fault

(1) The Seller's liability for compensation claims, regardless of the legal grounds but in particular due to impossibility, delay, defective or incorrect delivery, contractual infringement, infringement of duties during contract negotiation and action in tort is, insofar as there is a question of blame in each case, limited in accordance with this Section 8.
(2) The Seller is not liable in the event of simple negligence by his agents, legal representatives, employees or other servants, insofar it does not constitute a breach of essential contractual obligations. Essential contractual obligations are
 the obligations for prompt delivery free of defects that inhibit the functionality or usability of the delivered item more than insignificantly and duties of consultation, protection and care, which will make the use of the delivery item in accordance with the contract possible for the Customer or which serve the purpose of protecting the life and limb of personnel of the Customer or third parties or the property of the Customer against considerable damage.
(3) In so far as the Seller is liable for damages on the grounds of and in accordance with Section 8 (2), this liability is limited to damage which the Seller has foreseen when concluding the contract as a possible consequence of a contractual infringement or which, under consideration of the circumstances, were or should have been known to him or which, by applying due care and attention, he should have foreseen. Furthermore, indirect damage and consequential damage resulting from defects in the delivered item are only subject to compensation in so far as such damage is typically to be expected when using the delivered item as stipulated.
(4) In the event of liability for simple negligence, the obligation of the Seller to make compensation for material damage and pecuniary losses is limited to an amount of EUR 1,000,000.00 per claim, even if this is a case of infringement of essential contractual obligations.
(5) The foregoing liability exclusions and limitations apply to the same extent in favour of the agents, legal representatives, employees and other servants of the Seller.
(6) Insofar as the Seller provides technical information or acts as an adviser and this information or advice is not part of the contractually agreed scope of services owed by him, this is done free of charge and with the exclusion of any liability.
(7) The limitations of this Section 8 do not apply to the liability of the Seller on account of deliberate actions, for quality features, on account of injury to life, limb or health or according to the product liability law.

Section 9 Retention of title

(1) The delivered products and tools remain the property of the Seller until complete payment of all
secured demands which the Seller is entitled to receive from the Customer now or in future
including all current account balance claims from this contract (goods subject to retention of title).
Tools and means (vulcanising tools, male moulds, injection moulding moulds, means of production,
programmes and similar items) used to manufacture and produce the goods that are brought into
account in part or in full are not sold and remain with the Seller. If the customer breaches the
contract - in particular if he does not comply with the payment of the demanded receivables -,
the Seller is entitled to take back the goods subject to retention of title after setting a
reasonable deadline for the performance to be fulfilled. If the Seller takes  back goods subject
to retention of title, this act constitutes a withdrawal from the contract. The
Customer bears the transportation costs for goods that are taken back. If the Seller gives
the goods subject to retention of title in mortgage, this shall also constitute a withdrawal
from the contract. The Seller may commercialise goods subject to retention of title that were
taken back. The proceeds from the commercialisation will be offset against the amounts owed
by the Customer after the Seller has deducted a reasonable amount to cover for the costs
of the commercialisation.
(2) The Customer has the duty to take care of the goods subject to retention of title. He must
sufficiently insure them against fire, water damage and theft at the original value at his/her own cost.
(3) If the goods subject to retention of title are seized by third parties or in the event of any other
interference of third parties, the Customer must refer to the ownership of the Seller and inform him/her
of this immediately in writing in order for the Seller to assert his/her rights to property.
Insofar the third party cannot reimburse the costs of proceedings or extrajudicial costs arising
in this context, the Customer is held liable.
(4) Upon the requisition of the Customer, the Seller must release all securities he/she is entitled
to insofar as the realisable value exceeds by 10% the outstanding claim against the Customer.
However, the Seller may choose the securities that are to be released.

Section 10 Custody

Tools and means (vulcanising tools, male moulds, injection moulding moulds, means of production,
programmes and similar items) are stored for five years.

Section 11 Closing provisions

(1) If the Customer is a merchant, a corporate body under public law or a special fund under
public law or does not have a place of general jurisdiction in the Federal Republic of Germany,
the place of jurisdiction for any disputes arising from the business relationship between the
Seller and the Customer is,at the discretion of the Seller, either Stein or the domicile of the Customer.
In these cases, the exclusive place of jurisdiction for litigations against the Seller however,
is Stein. Mandatory statutory provisions regarding exclusive places of jurisdiction remain
unaffected by this provision.

(2) The relationships between the Seller and the Buyer are exclusively subject
to the law of the Federal Republic of Germany. The United Nations Convention
on Contracts for the International Sale of Goods from 11 April 1980 (CISG) does not apply.
(3) If there are omissions in the contract or these General Terms and Conditions of Delivery,
the resulting gap will be filled by those legally effective provisions which the contractual
parties would have agreed upon according to the economic objectives of the
contract and the purpose of these General Terms and Conditions of Delivery
if they had known about the omission.


The Customer acknowledges that the data that is made known to the Seller in the contractual relationship is stored pursuant to Section 28 of the German Federal Data Protection Act for the purpose of data processing and that the Seller reserves the right to disclose the data, as far as necessary for the execution of the contract, to third parties (e.g. insurance companies).