Terms of Service

Terms of Service

for Deliveries and Services of Spritzguß Müller GmbH

The following conditions apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, and special funds under public law. As of: May 2026.

§ 1 Scope, Contract Formation

(1) These General Terms and Conditions (hereinafter "GTC") apply to all business relationships with our customers (hereinafter "Buyer"). They apply exclusively; conflicting, deviating, or supplementary conditions of the Buyer shall only become part of the contract 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 deviating conditions.

(2) These GTC shall also apply to future contracts with the same Buyer, to the extent that we refer to the respective current version upon conclusion of contract or make it available to the Buyer.

(3) Our offers are non-binding and subject to change. Orders and purchase orders by the Buyer constitute binding contractual offers. A contract shall only be concluded upon our written or electronic order confirmation or upon execution of the delivery. The written order confirmation shall conclusively determine the content of the contract.

(4) Legally significant declarations and notices that are to be submitted to us by the Buyer after conclusion of the contract (e.g., setting of deadlines, notice of defects, withdrawal, reduction) shall require text form (§ 126b BGB) to be effective.

§ 2 Prices, Material Price Adjustment, Payment Terms

(1) Our prices are, unless expressly agreed otherwise, in euros net ex works Buchbach (EXW according to Incoterms® 2020), plus the applicable statutory value added tax. Packaging, shipping, freight, insurance, and any customs duties are charged separately. Packaging will not be taken back unless there is a statutory obligation to do so

(2) If changes in raw material, energy, personnel, or logistics costs of more than five percent (5%) relative to the respective cost component of the calculation occur between the conclusion of contract and the agreed delivery date, we shall be entitled to request an appropriate adjustment of the agreed price. The relevant comparison is between the procurement costs calculated at the time of order confirmation and the actual costs on the day of delivery. The adjustment shall be made at equitable discretion while maintaining the original ratio of performance and consideration. Upon request, we will provide documentation of the calculation basis. The same applies in favor of the Buyer if the relevant cost components decrease by more than five percent (5%). For framework agreements with a term of more than four months, this adjustment provision applies throughout the entire term.

(3) If we assume tool costs in whole or in part, this is based on the annual purchase quantities per calendar year projected by the Buyer. If the projected annual quantity is not achieved within two years from tool release, we shall be entitled to recalculate the proportionate tooling cost contribution in proportion to the shortfall in quantity. The recalculation amount is the tooling cost share originally borne by us multiplied by the ratio of the unordered quantity to the projected annual quantity, up to a maximum of the tooling costs actually borne by us. Upon request, we will provide documentation of the calculation basis. The recalculation shall become due for payment upon receipt of the invoice.

(4) Unless otherwise agreed, our invoices shall be due for payment within 14 calendar days from the invoice date without deduction. The decisive factor for the timeliness of payment is the unconditional receipt in our account. Checks and bills of exchange are only accepted in lieu of performance; all associated costs shall be borne by the Buyer.

(5) Upon expiry of the payment deadline, the Buyer shall be in default without further reminder. During the period of default, the monetary debt shall bear interest at the applicable statutory default interest rate (currently nine percentage points above the base interest rate, § 288 para. 2 BGB). The right to claim further damages, in particular the lump sum under § 288 para. 5 BGB as well as costs of legal enforcement, is reserved.

(6) If circumstances become known to us after conclusion of the contract that are likely to significantly impair the creditworthiness of the Buyer (in particular, suspension of payments, opened or applied insolvency proceedings, protest of bills of exchange or checks, outstanding payment despite reminder), we shall be entitled to execute outstanding deliveries only against advance payment or security, to make all outstanding claims immediately due, and to withdraw from the contract after unsuccessful expiry of an appropriate grace period.

(7) Rights of set-off and retention by the Buyer shall only apply insofar as the Buyer's counterclaims have been finally and legally established, are undisputed, or have been acknowledged by us. The Buyer may not assert a right of retention arising from previous or other transactions of the ongoing business relationship.

§ 3 Delivery Quantity, Tolerances, Over- and Under-delivery

(1) Over- or under-deliveries of up to ten percent (10%) of the agreed quantity are customary in the industry and do not justify any complaints or refusal to accept; for initial orders, custom productions, and tool run-out up to twenty percent (20%), to the extent that this is technically necessary in production, customary in the industry, and reasonable for the Buyer. For larger series or call-off orders, a deviating individual contractual tolerance may be agreed. Invoicing shall be based on the actually delivered quantity.

(2) Dimensional tolerances, tolerances for form and positional deviations, and surface finish shall be governed, unless expressly agreed otherwise, by DIN EN ISO 20457 (plastic molded parts) or DIN 16742, in each case tolerance group TG 5, and otherwise by the generally accepted rules of injection molding technology. Minor, production-related deviations in material, color, gloss, dimensional accuracy, and surface structure shall not constitute a defect.

(3) Unless expressly agreed otherwise, standard commercial packaging shall apply. If orders are cancelled after commencement of production, materials already procured, partially processed parts, and an appropriate contribution margin lost shall be charged, provided the materials are not usable elsewhere.

§ 4 Delivery Period, Force Majeure, Delivery Delay

(1) Delivery dates and delivery periods are only binding if they are expressly agreed as binding or confirmed in writing by us. Otherwise, delivery dates are approximate. The delivery period begins with the sending of the order confirmation, but not before receipt of all documents, permits, approvals (in particular initial sample approval), and consigned materials to be provided by the Buyer, and not before receipt of an agreed advance payment.

(2) Events of force majeure and other unforeseeable, unavoidable circumstances outside our sphere of influence shall release us from our obligation to deliver and perform for the duration of their effects. Such circumstances include in particular natural disasters, pandemics and epidemics, official and governmental measures, embargos and sanctions, armed conflicts, terrorism, cyberattacks and IT failures, strikes and lawful lockouts, energy and raw material shortages, and failure of our own suppliers to deliver on time or properly despite congruent hedging. We will inform the Buyer immediately of the occurrence and expected duration. If the impediment lasts more than three months, both contracting parties shall be entitled to withdraw from the contract with respect to the unfulfilled part; claims for damages shall only exist in such case to the extent required by mandatory law or insofar as the impediment is attributable to us.

(3) If we are in default of delivery, the Buyer may claim liquidated damages for delay in the amount of 0.5% of the net value of the delayed delivery per completed week, but in total no more than 5% of the net value of the delayed delivery. The right to prove higher or lower damages remains available to both parties. Further statutory rights and claims of the Buyer remain unaffected.

(4) If the Buyer fails to accept the goods within the agreed period, we shall be entitled, after setting an appropriate grace period, to withdraw from the contract and demand damages in lieu of performance. The damages shall be a lump sum of 15% of the net order value; the right to prove higher or lower damages remains available to both parties. In the event of default of acceptance or delay in dispatch for reasons attributable to the Buyer, the risk shall pass to the Buyer on the day 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 Buyer.

(5) Partial deliveries are permissible insofar as they are reasonable for the Buyer.

§ 5 Tools, Fixtures, Consigned Materials

(1) Tools, fixtures, injection molds, and other production equipment that we manufacture or have manufactured shall remain our property even if the Buyer has contributed to the manufacturing costs (tooling cost contribution). The tooling cost contribution gives the Buyer only a claim that the tool shall be used exclusively for his orders as long as he duly fulfills his contractual obligations. Transfer of ownership shall only occur by express written agreement.

(2) Maintenance, care, repair, and replacement procurement of tools in our ownership shall be carried out by us. Wear-related repairs shall be borne by us; repairs due to improper handling by the Buyer, due to unforeseeable material properties of consigned materials, or due to design changes at the request of the Buyer shall be borne by the Buyer.

(3) Tools that have not been used for a call-off for more than three years may, after prior notice with an appropriate period (at least three months), be scrapped at the Buyer's expense or, where we hold full ownership, utilized without further obligation. The obligation to store tools from terminated business relationships shall expire twelve months after the last delivery.

(4) Materials and parts consigned by the Buyer shall be delivered at his cost and risk. We only check consignments for obvious defects and correctness of quantity; a more extensive incoming inspection shall only be performed for separate remuneration. Defects or unsuitability for processing of consigned material shall not be at our expense; any delays or additional expenses shall be charged separately.

§ 6 Rights to Designs, Third-Party Intellectual Property Rights, Confidentiality

(1) We reserve all ownership, copyright, and usage rights in designs, construction drawings, CAD files, tool drawings, samples, models, calculations, and other technical documents prepared by us. Transfer to third parties is only permissible with our prior written consent.

(2) The Buyer warrants that designs, drawings, data, models, and specifications provided by him are free of third-party rights and that their use by us does not infringe any third-party intellectual property rights. No duty of examination applies to us in this regard. The Buyer shall indemnify us from all third-party claims due to an intellectual property infringement based on the use of his specifications, including the reasonable costs of legal defense.

(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 — which is designated as confidential or is recognizably confidential by its nature — as strictly confidential without time limit, not to exploit it for their own purposes, and to make it accessible only to employees and agents who need it for the performance of the contract and who are themselves bound to confidentiality. This obligation shall continue after the termination of the business relationship.

§ 7 Proof Prints, Initial Samples, Approvals

(1) Before the start of series production, we shall submit to the Buyer upon request initial samples, proof prints, or approval samples for examination and written approval. Upon the approval granted, the binding nature of the execution with regard to dimensions, design, color, material, and surface is determined.

(2) For defects and deviations that would have been apparent during the approval process, we shall no longer be liable after approval; this shall not apply to intentional acts and fraudulently concealed defects.

(3) We bear no responsibility for errors based on incorrect, incomplete, or ambiguous information provided by the Buyer in orders, drawings, specifications, or data models, nor for the consequences of a material specification chosen by the Buyer.

§ 8 Transfer of Risk, Dispatch

(1) Delivery is made ex works Buchbach (EXW according to Incoterms® 2020), which is also the place of performance for delivery and any subsequent performance. At the request and expense of the Buyer, the goods shall be sent to another destination. Unless expressly agreed otherwise, we shall be entitled to determine the type of shipment (in particular shipping company, shipping route, packaging) ourselves.

(2) The risk of accidental loss and accidental deterioration of the goods passes at the latest upon handover to the carrier, freight forwarder, or other person designated to carry out the shipment. In the event of default of acceptance by the Buyer, § 4 para. 4 shall apply.

(3) Insurance of the goods against transport damage shall only be effected at the express request and at the expense of the Buyer.

§ 9 Retention of Title

(1) We retain title to all goods delivered by us until full payment of all present and future claims arising from the business relationship with the Buyer (extended retention of title with balance reservation).

(2) Processing and transformation of the reserved goods shall be carried out for us as manufacturer within the meaning of § 950 BGB, without any obligation arising for us. If the reserved goods are processed, combined, or mixed with other goods not belonging to us, we shall be entitled to 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 provisions that apply to the reserved goods shall apply to the item created by processing.

(3) The Buyer is entitled to process and resell the reserved goods in the ordinary course of business, as long as he is not in default of payment. Pledges and transfers by way of security are not permissible. The claims against purchasers arising from the resale or other legal grounds (insurance, tort) are hereby assigned by the Buyer to us in full as security; we accept the assignment. We authorize the Buyer, revocably, to collect the assigned claims in his own name for our account. The collection authorization may be revoked by us if the Buyer does not properly fulfill his payment obligations.

(4) In the event of seizure, confiscation, or other dispositions or interventions by third parties, the Buyer shall notify us immediately in writing so that we may file a third-party action under § 771 ZPO. The costs of a successful third-party action shall be borne by the Buyer insofar as the third party is not able to reimburse them.

(5) In the event of the Buyer's conduct contrary to contract, in particular in case of default in payment, we shall be entitled to withdraw from the contract and demand the return of the reserved goods after prior warning; the Buyer shall be obliged to return the goods. The demand for return shall not constitute a declaration of withdrawal unless expressly stated.

(6) The reserved goods regularly consist of customer-specific parts manufactured according to the Buyer's specifications, which are not or only limitedly accessible to alternative utilization. We are therefore entitled, at our discretion:

1. a) to store the returned reserved goods and charge the Buyer storage costs of 0.5% of the net order value per commenced week, up to a maximum of 5% in total; or
2. b) after unsuccessful setting of an appropriate deadline for payment, to destroy the reserved goods or subject them to material recovery (recycling); the costs incurred shall be borne by the Buyer; any material proceeds shall be credited against the outstanding claims; or
3. c) to sell the reserved goods to third parties – after prior written consent of the Buyer or in insolvency proceedings with the consent of the insolvency administrator; in such case, the proceeds less reasonable realization costs shall be credited against the outstanding claims.

(7) Our claim to payment of the agreed purchase price or for damages in lieu of performance (§ 4 para. 4) shall remain unaffected by the return and realization of the reserved goods; the value of any realization shall be credited against the claim. For customer-specifically manufactured goods, our claim for damages shall amount to at least the agreed net order value less saved expenses, but in no case less than 70% of the net order value; the Buyer reserves the right to prove lower damages.

(8) If the realizable value of the securities granted to us exceeds our secured claims by more than twenty percent (20%), we shall be obliged, upon the Buyer's request, to release securities at our discretion.

§ 10 Warranty Rights

(1) For defects in the goods, we shall be liable in accordance with statutory provisions, unless otherwise stipulated below. In any case, the special statutory provisions applicable to the final delivery of unprocessed goods to a consumer (supplier recourse under §§ 478, 445a, 445b BGB) shall remain unaffected.

(2) The basis of our liability for defects is above all the agreement made regarding the quality of the goods. Product descriptions designated as such, the approved initial samples, and other expressly agreed specifications shall constitute quality agreements. We only provide a guarantee for the quality or durability of the goods where this has been expressly declared in writing and designated as a "guarantee." Public statements, representations, or advertising do not constitute contractual quality statements.

(3) The Buyer's warranty rights presuppose that he has duly complied with his statutory duties of inspection and notification of defects under § 377 HGB (German Commercial Code). The Buyer shall notify us of obvious defects immediately, but no later than within ten (10) working days after receipt of the goods at the destination in text form (§ 126b BGB). Hidden defects must be reported immediately after discovery, but no later than within five (5) working days, in text form. If the duty of inspection and notification of defects is not complied with, the assertion of warranty claims is excluded.

(4)        Ist die gelieferte Ware mangelhaft, können wir zunächst wählen, ob wir Nacherfüllung durch Beseitigung des Mangels (Nachbesserung) oder durch Lieferung einer mangelfreien Sache (Ersatzlieferung) leisten. Unser Recht, die Nacherfüllung unter den gesetzlichen Voraussetzungen zu verweigern, bleibt unberührt. Schlägt die Nacherfüllung fehl oder ist sie dem Besteller unzumutbar, kann er vom Vertrag zurücktreten oder den Kaufpreis mindern; bei einem unerheblichen Mangel besteht jedoch kein Rücktrittsrecht.

(5) The expenses necessary for subsequent performance, in particular transport, travel, labor, and material costs, shall be borne by us, provided the item is brought to our registered office or the original destination. If a request by the Buyer for defect rectification turns out to be unjustified, we may demand reimbursement of the costs incurred as a result.

(6) Claims by the Buyer for defects shall become time-barred within twelve (12) months from delivery of the goods, unless the law prescribes longer periods as mandatory (in particular for structures and structural components, in case of fraudulent concealment, assumed guarantee, as well as personal injury and intent). This reduction shall not apply to claims for damages arising from intent, gross negligence, violation of essential contractual obligations, personal injury, assumed guarantees, and under the Product Liability Act; the statutory limitation periods shall apply to these.

(7) Minor, production-related deviations within the agreed or customary tolerances in material, color, gloss, or dimensional accuracy, as well as deviations arising from subsequent modification requests by the Buyer or from unsuitable consigned material provided by the Buyer, shall not constitute a defect.

(8) The Buyer alone is responsible for the suitability of the delivered goods for the purposes and processes intended by the Buyer; information and advice on processing and application of the goods does not relieve the Buyer of his own tests and trials.

§ 11 Limitation of Liability

(1) We shall be liable without limitation for damages arising from injury to life, body, or health, for intent and gross negligence, for fraudulently concealed defects, and for claims under the Product Liability Act and under assumed guarantees.

(2) In cases of ordinary negligence, we shall only be liable for damages arising from the violation of essential contractual obligations (so-called cardinal duties). Essential contractual obligations are those obligations whose fulfillment first makes the proper execution of the contract possible and on whose compliance the contracting party regularly relies and may rely. In such case, liability shall be limited in amount to the contractually typical, foreseeable damage at the time of conclusion of contract; furthermore, liability per damage event is limited to three times the order value of the affected individual contract, but in any event not more than EUR 250,000 per damage 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 asserted claim. In particular, liability for loss of profit, unrealized savings, indirect damages and consequential damages, loss of production, and costs of removal and installation is excluded, unless mandatory law, in particular statutory warranty rights, supplier recourse, product liability, or liability under § 11 para. 1, requires otherwise.

(4) To the extent that our liability is excluded or limited, this also applies to the personal liability of our officers, employees, representatives, and agents.

(5) The limitation period for claims for damages not covered by the warranty provisions of § 10 shall be twelve (12) months from knowledge of the damage and the party causing it; without regard to knowledge, they shall be time-barred no later than three years from the event causing the damage. The statutory limitation periods in cases of intent, gross negligence, personal injury, and under the Product Liability Act shall remain unaffected.

§ 12 Product Compliance, Export, REACH/RoHS

(1) To the extent that we manufacture according to the Buyer's specifications, the Buyer alone is responsible for compliance with all public law requirements at the 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 owe no independent conformity assessment of the end product.

(2) We declare that we observe the obligations incumbent upon us as manufacturers of articles under Regulation (EC) No. 1907/2006 (REACH) and under Directive 2011/65/EU (RoHS) in their respective current versions and obtain corresponding declarations from our sub-suppliers. We assume no guarantee beyond the obligations imposed on us by law.

(3) The fulfillment of the contract is subject to the condition that no obstacles based on provisions of foreign trade law, customs law, or embargo law of the European Union, the Federal Republic of Germany, or other relevant states stand in the way of fulfillment. The Buyer undertakes not to use, transfer, or bring the goods to locations in violation of applicable export control and sanctions regulations. Upon request, the Buyer will provide us with the end-use information required for export control review to a reasonable extent.

§ 13 Data Protection

(1) We process personal data of the Buyer and its employees exclusively for the performance of the contract and to safeguard legitimate interests within the meaning of Art. 6 para. 1 lit. b and f GDPR. Transfer to third parties shall only occur to the extent required for the performance of the contract or permitted by law. Otherwise, the information in our data protection notices shall apply. The data protection notices in their respective current version are available at www.spritzguss-mueller.de.

§ 14 Final Provisions

(1) The place of performance for all services under this contract is Buchbach.

(2) The exclusive place of jurisdiction, also internationally, for all disputes arising from or in connection with this contractual relationship shall be the court having jurisdiction for our registered office in Buchbach. We are, however, entitled to bring claims against the Buyer at his general place of jurisdiction.

(3) The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding conflict of law provisions to the extent that their application would lead to the applicability of foreign law.

(4) Assignment of the Buyer's claims 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 prescribed by law. Individual contractual arrangements within the meaning of § 305b BGB shall take precedence.

(6) Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by the valid and enforceable provision whose effects come closest to the economic intention of the parties. The same shall apply to gaps in the provisions.

Spritzguß Müller GmbH, Buchbach – As of May 2026