Terms and Conditions
Fester Zander Machining Technology

Our deliveries and services are provided solely on the basis of the following conditions, even if in individual cases, particularly for follow-up orders, they are not explicitly referred to. Changes and additions to the contract must be made in writing.

1. Contract Conclusion, Scope of Delivery
a) Our offer is subject to change. We are only obligated according to our written order confirmation. A contract is only concluded when we have confirmed an order in writing or when we execute the order.
b) The information contained in brochures such as illustrations, drawings, weight and dimension specifications are approximate values unless they are explicitly designated as binding.
c) We reserve the right of ownership and copyright to illustrations, brochures and other documents; they may not be made accessible to third parties. This applies in particular to written documents that are designated as “confidential”; the customer requires our explicit written consent before passing them on to third parties.

2. Pricing and Payment Terms
a) Our prices are ex works plus packaging, freight, insurance, and applicable statutory value-added tax.
b) If order-related costs change significantly after the conclusion of the contract, the contracting parties will agree on an adjustment.
c) The payment term is 14 days net cash, unless otherwise agreed.
d) The customer is only entitled to withhold payments or offset them against any counterclaims to the extent that undisputed or legally established payment claims exist.
e) If we have delivered partially defective goods, the customer is nevertheless obliged to make payment for the undisputedly defect-free goods, unless the partial delivery is of no interest to them.
f) If we are obliged to perform in advance and circumstances become known to us after the conclusion of the contract according to which our payment claim is endangered by the customer’s lack of ability to pay, we can, in addition to the statutory claims based on the agreed retention of title, prohibit the resale and processing of the delivered goods and demand their return or the transfer of indirect possession of the delivered goods at the customer’s expense. The customer already authorizes us now to enter their premises in the aforementioned cases and collect the delivered goods. The taking back of the goods only constitutes a withdrawal from the contract if we expressly declare this.
g) In the event of payment default, we can suspend the fulfillment of our obligations after written notification until receipt of the payments. After setting an appropriate deadline, we are also entitled to withdraw in this case.

3. Delivery Time
a) Delivery periods begin with our order confirmation, but not before all details of the execution have been clarified and all other prerequisites to be fulfilled by the customer are in place; the same applies to delivery dates. Deliveries before the expiry of the delivery time and partial deliveries are permissible, provided this is not unreasonable for the customer. The day of notification of readiness for dispatch is considered the delivery day, otherwise the day of dispatch. Unless otherwise agreed or results from the contractual relationship, the delivery time specified by us is always non-binding.
b) Agreed delivery dates are extended or postponed, without prejudice to our rights arising from the customer’s default, by the period during which the customer is in arrears with their obligations. If the customer is in default of acceptance or violates other cooperation obligations, we are entitled to demand compensation for the damage incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item also passes to the customer at the time when they are in default of acceptance.

4. Force Majeure and Other Hindrances
a) Events of force majeure, labor disputes, lockouts, and official measures entitle us to postpone the delivery for the duration of the hindrance and a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
b) Unforeseen circumstances, e.g., operational disruptions, rejects, and rework, which make timely delivery impossible for us despite reasonable efforts, are equivalent to force majeure; we must provide proof of this.

5. Acceptance
a) If acceptance is agreed upon, the scope and conditions must be determined simultaneously by the conclusion of the contract.
b) If this does not occur, the standard acceptance will take place in the usual scope and under our usual conditions. The same applies to initial sample inspections.
c) If a technical acceptance according to special conditions is agreed upon, the customer must carry this out immediately at our plant at their own expense after notification of readiness for acceptance. If acceptance does not occur despite a reasonable grace period, we are entitled to ship the goods or store them at the customer’s cost and risk.

6. Technical Specifications
a) Deviations in technical specifications are permissible within the framework of customary tolerances, relevant DIN standards, and technical requirements.
b) The delivery weights and quantities determined by us are authoritative for calculation.

7. Shipping and Transfer of Risk
a) Unless otherwise agreed in writing, the delivery clause “ex works” applies. This also applies if we have undertaken to bear the transport costs.
b) Only at the express request of the customer will we cover the delivery with transport insurance; the costs incurred in this regard shall be borne by the customer.
c) Goods reported ready for dispatch must be accepted immediately; otherwise, we are entitled to ship them at our discretion or store them at standard shipping costs and at the risk of the customer. We are also entitled to the latter if the shipment we have undertaken cannot be carried out through no fault of our own. One week after the start of storage, the goods are deemed accepted and delivered.
d) In the absence of special instructions, the choice of means of transport and transport route is at our discretion.
e) The risk transfers to the customer upon handover to the forwarding agent or carrier, or one week after the start of storage, but at the latest upon leaving the factory, even if we have undertaken the delivery.

8. Retention of Title
a) All delivered goods remain our property (reserved goods) until all claims, in particular the respective balance claims to which we are entitled from the business relationship, have been fulfilled. This also applies if payments are made on specially designated claims. If the customer is in default of payment, we are entitled to demand the return of the delivered goods. The costs for this shall be borne by the customer.
b) The repossession of the goods or assertion of the retention of title only constitutes a withdrawal from the contract if we expressly declare this.
c) The buyer may neither sell, pledge, nor transfer the delivered item as security. In the event of seizures or confiscations or other dispositions by third parties, he must inform us immediately.

9. Liability for Material Defects
a) We guarantee the flawless production of the parts we supply according to the specified specifications, but not their suitability for the use intended by the customer. In this respect, the customer is responsible for appropriate designs in compliance with any safety regulations, selection of materials and required testing procedures, accuracy and completeness of the technical delivery specifications and the technical documents and drawings provided to us, as well as for the execution of the provided production facilities, even if changes are proposed by us that meet with their approval. Furthermore, the customer is responsible for ensuring that no third-party property rights or other rights are violated based on their information. The decisive factor for the contractual condition of the goods is the time of transfer of risk.
b) We are not liable for only minor deviations from the agreed quality. A deviation is considered minor if the goods can be used by the customer for their intended purpose despite slight deviations from the specified specifications. We are not liable for unsuitable or improper use, nor for defects caused by unsuitable or improper use, incorrect assembly or commissioning, and normal wear and tear. If improper modifications or repair work are carried out by the customer or third parties, we are also not liable for these and the resulting consequences.
c) The customer must report material defects in writing immediately upon receipt of the goods at the destination, and hidden defects immediately upon discovery of the fault.
d) If acceptance or initial sample inspection has been agreed, the notification of defects that could have been detected during this process is excluded.
e) We must be given the opportunity to verify the reported defect. In urgent cases of danger to operational safety or to prevent disproportionately large damages to the customer, we must immediately verify the reported defect. Rejected goods must be returned to us immediately upon request. If the customer does not comply with these obligations or makes changes to the already rejected goods without our consent, they lose any rights due to material defects.
f) In the case of justified, timely notification of defects, we will, at our discretion, either repair the rejected goods or deliver flawless replacements (subsequent performance).
g) Further claims by the customer are excluded. The burden of proof for a defect lies with the customer.

10. Order-Related Production Equipment
a) Order-related production equipment such as models, fixtures, and control gauges provided by the customer must be sent to us free of charge. We will only check the conformity of the production equipment provided by the customer with the contractual specifications or drawings or samples given to us based on express agreements. We may modify production equipment provided by the customer if this appears necessary to us for technical reasons and the workpiece is not altered as a result.
b) The costs for modification, maintenance, and replacement of their production equipment shall be borne by the customer.
c) We will treat and store the production equipment with the same care that we typically apply to our own affairs. We are not liable for accidental loss or deterioration of the production equipment.

11. Confidentiality
a) Each contracting party will use all documents (including samples, models, and data) and knowledge obtained from the business relationship only for the jointly pursued purposes and will keep them confidential from third parties with the same care as corresponding own documents and knowledge if the other contracting party designates them as confidential or has an obvious interest in their confidentiality.
b) This obligation begins upon first receipt of the documents or knowledge and ends 24 months after the end of the business relationship.

12. General Limitation of Liability
a) Unless otherwise stated below, other and further claims of the customer against us, regardless of the legal grounds, in particular due to breach of obligations from the contractual relationship and from tort, are excluded.
b) This limitation of liability does not apply where liability is mandatory, e.g., under the Product Liability Act, in cases of intent and gross negligence of legal representatives or executive employees.
c) Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, legal representatives, and vicarious agents.
d) Claims for damages and material defects to which the customer is entitled against us expire 1 year after delivery of the goods to the buyer.

13. Place of Performance and Jurisdiction
Unless otherwise stated in the order confirmation, the place of performance and jurisdiction for our services is Leipzig. This also applies to payment obligations.

14. Applicable Law
The legal relationships between the parties are governed exclusively by German law.

15. Partial Invalidity
Should individual provisions of these Terms of Delivery and Payment be wholly or partially invalid or void, the contracting parties undertake to agree to a regulation that largely achieves the purpose and intent pursued by the invalid or void provision.

Terms and Conditions (as of 01.01.2010)