General terms and conditions

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§ 1 Scope

1. These general terms and conditions (GTC) apply to all contracts for the manufacture, machining and delivery of parts (contract manufacturing) between ISM Zerspanung GmbH (hereinafter “we” or “us”) and the customer (hereinafter “Customer”). Orders placed via our quoting tool Nemero (nemero.tech) are subject to the terms and conditions published there.

2. Our GTC apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Customer only become part of the contract if and to the extent that we have expressly agreed to their validity in text form. This requirement of consent also applies if we carry out the delivery without reservation in the knowledge of the Customer's terms and conditions.

3. We conclude contracts exclusively with businesses. Contracting parties may only be entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law.

4. The GTC also apply as a framework agreement to future contracts of the same kind with the same Customer, in the version valid at the time of the Customer's order or, in any case, in the version most recently communicated to the Customer in text form, without our having to refer to them again in each individual case.

§ 2 Quotation and conclusion of contract

1. Our quotations are subject to change and non-binding unless a period of validity is expressly stated in the quotation.

2. Our quotations are based on the drawings, 3D models, samples and information provided by the Customer. If these change after the quotation has been submitted, we will recalculate.

3. A contract is only concluded upon our order confirmation in text form (email is sufficient) or upon execution of the delivery. The order confirmation is decisive for the content and scope of the service.

4. Before accepting an order, we check in particular:

• a) technical feasibility
• b) the completeness of the required documents and information
• c) the Customer's creditworthiness (§ 5)

5. We may correct obvious typing and calculation errors in quotations and order confirmations.

§ 3 Prices

1. The prices stated in our order confirmation apply, in euros plus statutory value added tax. Packaging and shipping are charged separately and shown in the order confirmation.

2. Raw material surcharges (e.g. in the event of sharp fluctuations in metal exchange prices) are shown separately in the quotation and order confirmation if they apply.

3. Price adjustment: If our costs demonstrably increase after the order confirmation, we may adjust the price to the extent of the actual cost increase — for the material portion if the agreed delivery date is more than 30 days after the order confirmation, and for labour and energy costs if it is more than 8 weeks after it. We will notify the Customer of the adjustment, stating the reason, before execution. If the adjustment exceeds 5 % of the order value in total, the Customer may withdraw from the contract within two weeks of receiving the notification; payments already made will be refunded in full. We will pass on cost reductions to the same extent.

4. Costs for special tools, fixtures and material certificates are charged separately if this was agreed before the order was accepted.

§ 4 Terms of payment

1. The invoice is issued upon shipment or provision of the goods and is due within the payment term stated in the order confirmation. If no payment term is stated, it is 30 days from the invoice date.

2. We offer the following methods of payment:

• a) purchase on account with a payment term of 30 days from the invoice date (subject to a positive credit check)
• b) payment in advance
• c) cash payment on collection

3. For new customers or in the case of insufficient creditworthiness, we may request payment in advance or a down payment; the amount will be specified in the order confirmation. If payment in advance has been agreed, payment must be received within 14 days of the order confirmation. If payment is still not received after a reasonable grace period, we may withdraw from the contract.

4. No cash discount is granted unless expressly agreed in text form.

5. The Customer may only set off counterclaims that are undisputed or have been finally established by a court; this does not apply to counterclaims arising from the same contract, in particular due to defects. A right of retention of the Customer is excluded unless it is based on the same contractual relationship. The assignment of the Customer's claims against us to third parties requires our consent in text form; Section 354a of the German Commercial Code (HGB) remains unaffected.

6. Default in payment: In the event of default in payment, the Customer owes statutory default interest (Section 288 (2) BGB) and the flat fee of EUR 40.00 pursuant to Section 288 (5) BGB; the flat fee is credited against any damages owed for the costs of legal action. The first reminder is free of charge; each reminder sets a grace period of at least 10 days. The Customer remains entitled to prove that we have suffered no damage or significantly less damage.

7. If the Customer is in default of payment, we are also entitled to

• a) withhold further deliveries until payment has been made in full
• b) require payment in advance for future deliveries
• c) withdraw from the contract and claim damages in accordance with the statutory provisions

§ 5 Credit check

1. We reserve the right to check the Customer's creditworthiness before accepting an order.

2. If the check reveals insufficient creditworthiness, we may accept the order only against payment in advance or a down payment of at least 50 % of the order value, or decline it.

§ 6 Delivery time and delivery

1. The delivery week stated in the order confirmation is an estimate and non-binding unless it is expressly designated there as a binding delivery date. A fixed date determined by the calendar within the meaning of Section 286 (2) No. 1 BGB is only agreed if it is expressly designated as a fixed date in the order confirmation.

2. Compliance with the delivery time requires that the Customer provides all documents, approvals (§ 13) and customer-supplied materials (§ 8) on time and in full; for our own supplies, No. 3 applies.

3. Reservation of self-supply: Our obligation to deliver is subject to correct and timely delivery by our own suppliers, provided we have concluded a sufficient covering transaction with them in good time to fulfil this order. If supply fails for reasons for which we are not responsible, we will inform the Customer without delay; if we cannot obtain the material elsewhere on reasonable terms, both parties are entitled to withdraw. We will refund any payments already made.

4. Delays for which we are not responsible — in particular failed or late delivery by suppliers despite careful selection and timely procurement, shortages of raw materials or force majeure (§ 20) — extend the delivery time by the duration of the impediment. We will inform the Customer of foreseeable delays without delay.

5. Delay: If a non-binding delivery week is exceeded by more than 2 weeks, the Customer may set us a reasonable grace period of at least 2 weeks in text form. Only upon its expiry are we in default, insofar as we are responsible for the delay; after the grace period has expired without result, the Customer may withdraw from the contract. If the delay is due to circumstances under No. 4, these periods are extended by the duration of the impediment; if it lasts longer than 8 weeks, the Customer may withdraw after a reasonable grace period. Payments already made will be refunded. Damages are governed by § 17.

6. Partial deliveries are permitted insofar as they are reasonable for the Customer.

7. Over- or under-delivery: As a rule, we agree the delivery quantity with the Customer; such an agreement takes precedence. If nothing has been agreed, production-related over- or under-deliveries of up to 10 % of the quantity ordered are permitted, rounded down to whole pieces — i.e. none for fewer than 10 pieces. The quantity actually delivered is invoiced. This does not apply if the Customer designated an exact quantity as binding when ordering.

8. At the Customer's choice, delivery is made by parcel service or freight forwarder or by collection from our premises (Siemensstraße 4, 28857 Syke, Germany). Collection must be announced at least 48 hours in advance.

9. Storage fee: If the goods are not collected within 14 days of notification of readiness, or if shipment is postponed at the Customer's request or for reasons for which the Customer is responsible, we charge a storage fee of EUR 5.00 per day from the 15th day. The Customer remains entitled to prove that we have incurred no expense or significantly less expense.

§ 7 Transfer of risk, shipping and packaging

1. The risk of accidental loss and accidental deterioration passes to the Customer upon handover to the carrier or, in the case of collection, upon notification of readiness. This also applies if we bear the shipping costs.

2. We choose the shipping method and route at our reasonable discretion unless the Customer has given instructions.

3. We only take out transport insurance at the Customer's express request and expense.

4. Packaging material is charged at cost and is not taken back.

§ 8 Customer-supplied materials

1. If the Customer provides material, blanks or semi-finished products (customer-supplied materials), the Customer delivers them at its own expense free to our works in Syke, on time and in sufficient quantity — including an allowance for setup and scrap agreed with us.

2. On receipt, we check customer-supplied materials only for identity, quantity and externally visible damage. We are not obliged to test the material properties (e.g. composition, microstructure, hardness, internal defects).

3. Scrap resulting from defects in the customer-supplied material (e.g. voids, inclusions, cracks, deviating hardness or residual stresses) is not at our expense, insofar as the defect was not recognisable during the incoming inspection under No. 2. We will invoice the machining carried out until the defect was discovered on a time-and-materials basis.

4. We are liable in accordance with § 17 for customer-supplied materials that become unusable at our premises due to machining errors for which we are responsible, or that are lost or damaged at our premises.

5. We only insure customer-supplied materials at the Customer's express request and expense.

6. Chips and offcuts: Chips and offcuts that can no longer be used and that arise during the machining of customer-supplied materials become our property upon their creation, unless the Customer expressly requests their return when ordering.

7. Unused customer-supplied materials are kept ready for collection for 4 weeks after delivery of the order or returned at the Customer's expense. If the Customer does not collect them despite a request and a further period of 4 weeks and makes no other arrangement, we may sell or dispose of them; we will point out this consequence separately in the request. Any proceeds from a sale will be offset against our costs and otherwise credited to the Customer.

§ 9 Fixtures, tools and programs

1. Fixtures and special tools that we manufacture or procure for an order remain our property, and the CNC programs created for them belong solely to us, even if the Customer contributes to the costs, unless otherwise agreed in text form.

2. Fixtures made specifically for the Customer's parts according to the Customer's documents are used exclusively for orders of that Customer.

3. An obligation to store fixtures and special tools beyond delivery of the order exists only if agreed.

§ 10 Manufacturing tolerances and quality

1. Unless other tolerances have been expressly agreed, the following apply:

• a) for machined parts made of metal and plastics, the general tolerances according to DIN ISO 2768-m (medium); for plastic parts, dimensional changes caused by moisture or temperature after manufacture are not a defect
• b) for welded structures, the general tolerances according to DIN EN ISO 13920, class B for lengths and angles, class F for straightness, flatness and parallelism
• c) for 3D-printed parts, the tolerances customary for the respective printing process; tighter tolerances only apply if agreed

2. Tighter tolerances can be agreed; the additional costs will be charged separately.

3. Surfaces: Surface quality, roughness (Ra/Rz) and machining marks are only part of the contract if the Customer has expressly specified them and we have confirmed them in the order confirmation. Without a specification, we manufacture on economic principles with customary surface quality.

4. 3D model only, without drawing: If only a 3D model is provided, no tolerances, surfaces or machining requirements are agreed unless they are specified in the model itself or separately in text form. The general tolerances under No. 1 then apply.

5. Material certificates (e.g. inspection certificate 3.1 or 3.2 according to EN 10204) are only supplied if expressly agreed; the costs are charged separately. Special material requirements must be stated when ordering.

6. Material substitution: If a requested material is not available, we may use an equivalent material that meets the technical requirements. We will inform the Customer before execution; the Customer may object.

§ 11 Customer documents

1. The Customer is solely responsible for the correctness and completeness of its documents (drawings, 3D models, technical specifications). We manufacture according to these documents.

2. If a complaint is based on incorrect, incomplete, ambiguous or contradictory customer documents, there is, subject to No. 3, no defect for which we are responsible. This applies in particular to:

• a) errors in 3D models (e.g. faulty geometry, missing features, wrong dimensions)
• b) errors in drawings (e.g. missing tolerances, wrong dimensions)
• c) missing or unclear information on material, surface or tolerances
• d) contradictions between 3D model and drawing

3. We are not obliged to check the customer documents for design, function, plausibility or freedom from errors. We will point out errors that are obvious on customary review.

4. Basis for manufacturing: We manufacture according to the Customer's 3D model; if there is no 3D model, according to the drawing. If both are available, the 3D model is decisive for the geometry. Tolerances, fits, surface and other information contained only in the drawing apply in addition. A dimension in the drawing only takes precedence over the 3D model if it is expressly marked there as “binding” and the Customer points this out when ordering. We will clarify contradictions that are obvious on customary review with the Customer before starting production.

5. If rework becomes necessary due to incorrect customer documents, we will charge the effort at our current hourly rates.

§ 12 Samples and first-article production

1. Sample production is charged on a time-and-materials basis and serves quality inspection. It does not constitute an agreement on the quality of the series; the specifications agreed for the series remain decisive.

2. The number of sample parts is agreed before the order starts.

3. Series production only begins after the Customer has approved the samples. If neither an approval nor a reasoned rejection in text form is received within 14 days of provision, approval is deemed to have been given; we will point out the start of the period and this consequence separately when providing the samples.

§ 13 Production release and acceptance

1. Production begins after release by the Customer: by confirming the order confirmation in text form, by approving a sample (§ 12), or by the Customer not objecting to the order confirmation in text form within 7 days. We will point out the start of the period and this consequence separately in the order confirmation.

2. Inspection and notification of defects are governed by § 16; for partial deliveries, in each case for the partial quantity delivered.

3. If we exclusively machine parts supplied by the Customer (pure job machining), the provisions on contracts for work and services (Werkvertrag) apply in addition. The work is deemed accepted if, after completion, we have set the Customer a reasonable period for acceptance and the Customer does not refuse acceptance within this period, stating at least one defect (Section 640 (2) BGB).

§ 14 Termination and changes by the Customer

1. The Customer may terminate the contract in whole or for part of the ordered quantity at any time until completion (Section 648 BGB). We may then claim the agreed remuneration, less the expenses saved and what we acquire, or maliciously fail to acquire, through other use of our labour.

2. Instead of this calculation, we may claim a lump sum of:

• a) for termination before material procurement has begun: nothing
• b) after material procurement has begun, before production starts: the material costs plus 20 % of the order value
• c) after production has started: the order value less expenses saved

3. The Customer remains entitled to prove that we are entitled to no claim or a significantly lower claim; we remain entitled to prove a higher claim under No. 1.

4. Changes to drawings, models or specifications after the order confirmation are only possible before production starts and with our confirmation in text form. They may lead to a change in price and a later delivery time. An increase in quantity is possible before production starts and will be calculated at the price then applicable.

§ 15 Retention of title

1. The goods delivered remain our property until all claims arising from the business relationship have been paid in full (reserved goods).

2. The Customer may process and sell the reserved goods in the ordinary course of business. Pledging or transfer by way of security is not permitted.

3. If the reserved goods are processed, mixed or combined with other goods, we acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the other goods.

4. The Customer hereby assigns to us all claims arising from the resale of the reserved goods and of the new items made from them in the amount of the invoice value of the reserved goods. We accept the assignment.

5. The Customer remains authorised to collect the assigned claims as long as it meets its payment obligations.

6. The Customer shall inform us without delay of any third-party access to the reserved goods or the assigned claims, in particular seizures.

7. If the realisable value of the securities exceeds our claims by more than 10 %, we will release securities of our choice at the Customer's request.

§ 16 Warranty

1. Claims for defects require that the Customer has properly fulfilled its obligations to inspect and give notice of defects under Section 377 HGB. Obvious defects must be reported in text form without delay, at the latest within 8 days of receipt of the goods; hidden defects without delay after their discovery.

2. If the goods are installed or further processed in the Customer's production, defects that would have been recognisable on proper inspection under No. 1 are excluded.

3. In the event of defects, we will, at our option, carry out repair or replacement delivery. If subsequent performance fails, the Customer may reduce the price or withdraw from the contract. Damages are governed by § 17.

4. There is no defect insofar as the complaint is based on

• a) errors or gaps in the customer documents (§ 11)
• b) material specified by the Customer or defective customer-supplied materials (§ 8)
• c) properties not agreed, in particular appearance and machining marks without a surface specification (§ 10)
• d) faulty further processing, improper transport, storage or use by the Customer
• e) normal wear and tear

5. All parts are made to the Customer's specifications. There is no right to return or exchange goods free of defects.

6. If the examination of a complaint shows that there is no defect, and the Customer could have recognised this with a reasonable examination, the Customer bears the costs of the examination at our current hourly rates.

7. Claims for defects become time-barred 12 months after delivery. This does not apply to claims based on intent or gross negligence, fraudulent concealment of a defect, an assumed guarantee, injury to life, body or health, the German Product Liability Act, items that have been used for a building in accordance with their customary use (Section 438 (1) No. 2 BGB), or the right of recourse under Sections 445a, 445b BGB; in these cases the statutory periods apply.

8. The statutory rules apply to the burden of proof.

§ 17 Liability

1. We are liable without limitation for intent and gross negligence and for injury to life, body or health.

2. In the case of slight negligence, we are only liable for the breach of an essential contractual obligation (cardinal obligation, Kardinalpflicht) whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely, and limited to the foreseeable damage typical for the contract.

3. Otherwise, liability is excluded. Liability under the German Product Liability Act, for fraudulently concealed defects and under an assumed guarantee remains unaffected.

4. We are liable for production downtime and other consequential damage from late or defective delivery in accordance with Nos. 1 to 3.

5. Damage caused by delay: In the case of a delay in delivery caused by slight negligence, our liability for damage caused by the delay is limited to 0.5 % of the value of the delayed parts for each full week of delay, up to a maximum of 5 % of this value in total. This does not apply in the case of intent or gross negligence or of injury to life, body or health. The Customer's right of withdrawal under § 6 No. 5 remains unaffected.

6. The limitations of liability also apply in favour of our employees, representatives and vicarious agents.

§ 18 Intellectual property rights

1. We reserve property rights and copyrights to our quotations, cost estimates, drawings and other documents. They may not be made accessible to third parties without our consent.

2. The Customer warrants that manufacturing according to its documents does not infringe any third-party rights (patents, utility models, trademarks, copyrights). The Customer shall indemnify us against third-party claims arising from such an infringement.

§ 19 Confidentiality and customer data

1. Both contracting parties shall treat all commercial and technical information that becomes known to them in the course of the business relationship as confidential, including for 3 years after the end of the business relationship.

2. This does not apply to information that

• a) is or becomes publicly known without this being due to a breach of this obligation
• b) was lawfully known to the recipient beforehand
• c) was developed independently
• d) must be disclosed due to statutory or official obligations

3. We use the Customer's drawings, models and samples exclusively to process its orders. We keep order documents so that an order can be traced even years later and a repeat production to the same standard can be carried out; details can be found in our privacy policy.

§ 20 Force majeure

1. We are not liable for events of force majeure that make performance significantly more difficult or impossible for us — in particular strikes, lockouts, war, fire, severe weather, flooding, pandemics, official measures, energy or raw material shortages.

2. If such circumstances last longer than 3 months, both parties are entitled to withdraw. Services already rendered shall be remunerated appropriately.

§ 21 Withdrawal

1. We are entitled to withdraw from the contract if

• a) the Customer fails to provide required documents, approvals or customer-supplied materials despite a request and a reasonable deadline
• b) it turns out after conclusion of the contract that execution is not possible for technical reasons, and this was not recognisable to us when the contract was concluded
• c) our claim to payment is jeopardised by the Customer's lack of ability to pay and the Customer, despite a request, neither makes an advance payment nor provides security within a reasonable period (Section 321 BGB)
• d) the Customer has provided false information about circumstances essential to the contract

2. In the event of withdrawal, we will refund payments already made, less the value of services already rendered that are usable by the Customer. Further rights remain unaffected.

§ 22 Data protection

1. We process personal data in accordance with our privacy policy.

§ 23 Final provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

2. If the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is our registered office (Syke). We are also entitled to bring an action at the Customer's general place of jurisdiction.

3. Individual agreements take precedence over these GTC (Section 305b BGB). Subject to proof to the contrary, a written contract or our confirmation in text form is decisive for their content.

4. Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.

5. This English version is provided for convenience only. In the event of any discrepancy between the German and the English version, the German version shall prevail.

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