Terms and Conditions (T&Cs)

1. Content and conclusion of supply contracts

1. Our deliveries are governed exclusively by these General Terms and Conditions of Sale.
2. The purchaser's purchasing conditions and other terms and conditions are not binding on us, even if we do not expressly object to them.
3. Our quotations are non-binding. An order is accepted only upon receipt of our written order confirmation.
4. If the feasibility of customer specifications or alternative solutions is to be clarified before an order is placed, all information we provide before the investigation has been finally completed concerning feasibility, technical characteristics, prices, delivery times, etc. constitutes non-binding estimates.
5. The order confirmation alone determines the content and scope of the order. Technical data provided by us before or in connection with the order confirmation, as well as documents, data sheets, illustrations, drawings and brochures supplied to the purchaser, are binding only if we have expressly confirmed this in writing.
6. Deviations from these General Terms and Conditions of Sale, supplementary agreements and ancillary agreements are effective only if expressly confirmed by us in writing. The same applies to subsequent amendments and additions to firmly concluded supply contracts.
7. We reserve the right to make design changes, provided that they do not impair essential interests of the purchaser known to us arising from the intended use communicated to us when the order was placed.

2. Standards

If the items to be supplied are to comply with specific standards, this must be expressly agreed with us when the order is placed.

3. Documentation

Instructions for use, user manuals and other product information are generally provided in German. Documentation in other languages is supplied only under a separate order.

4. Prices

1. Unless other prices have been agreed, the list prices applicable at the time of the order confirmation apply to the delivery.
2. Prices are ex works Nabburg. Statutory VAT at the applicable rate and, where applicable, packaging and shipping costs are invoiced separately.

5. Delivery period and delay

1. An agreed delivery period begins on the date of our order confirmation. The deadline is met if the item to be supplied is dispatched from our supplier before the period expires.
2. To enable us to meet the delivery period, the purchaser must provide us in good time with all information and documents required for performance, clarify any ambiguities in those documents and information, and grant all necessary approvals and authorisations. If any of these requirements is fulfilled late, the delivery period is extended appropriately (accordingly). Delivery will generally not take place before any necessary export and import licences have been granted.
3. If our supplier fails to supply us on time or correctly, an agreed delivery period is extended by up to 4 weeks. The delivery period is also extended appropriately in the event of industrial action, in particular strikes and lockouts, and circumstances beyond our control, such as mobilisation, war, civil unrest and operational disruptions, if these obstacles demonstrably delay completion or delivery of the item to be supplied. We are not responsible for these circumstances even if they arise during a delay. In significant cases, we will notify the purchaser of the beginning and end of such obstacles as soon as possible.
4. If the delivery period is exceeded for reasons other than those specified in clauses 2 and 3, and the purchaser credibly demonstrates that the delay has caused a loss, the purchaser may claim compensation for each completed week of delay amounting to 1/2%, up to a total maximum of 5%, of the delivery value of those parts of the delivery that the purchaser was unable to put into operation because of the delay. Further claims by the purchaser arising from late delivery are excluded. This does not apply if we caused the delivery deadline to be exceeded intentionally or through gross negligence. The purchaser's right remains unaffected.

6. Delivery, shipping and transfer of risk

1. We are entitled to make partial deliveries unless expressly agreed otherwise. Partial deliveries are treated as separate performances for the purposes of payment obligations, transfer of risk and warranty obligations.
2. Unless the purchaser provides instructions, we may determine the shipping method, route and carrier at our discretion.
3. All our deliveries are made on the basis of Incoterms 2010 FCA, Nabburg, unless expressly agreed otherwise on an individual basis.

7. Acceptance

For custom-made products, the purchaser is obliged to accept the items supplied if they comply with the specifications and have no material defects. They are deemed accepted if the purchaser has put them into use or has not expressly refused acceptance within 4 weeks of receipt of the delivery.

8. Payment

1. Unless otherwise agreed, payment is due in full without deduction within 14 days of the invoice date.
2. The right to assign claims is reserved.
3. If, despite being granted an additional payment deadline, the purchaser is more than 12 working days in arrears, we are entitled to charge interest at the rates customarily charged by banks for overdrafts.
4. Bills of exchange or cheques are accepted only by agreement and only for the purpose of payment, not in lieu of payment. Discount and collection charges are borne by the purchaser. We accept no liability for timely presentation.
5. If agreed instalments are not paid on time, the outstanding purchase price becomes immediately due. If we become aware of a protested bill of exchange or cheque, a suspension of payments or any other concrete indication of a substantial deterioration in the purchaser's financial position, we may demand immediate payment of all outstanding claims, irrespective of any agreed deferral. In such cases, we may also make delivery of further goods ordered conditional upon advance payment of the purchase price.
6. Set-off against counterclaims disputed by us and not established by a final and binding court decision is excluded. The purchase price may not be withheld on account of such claims either.

9. Retention of title

1. We retain title to the items supplied until payment in full, including ancillary claims, and until payment of all other deliveries of goods and other claims arising from the business relationship. Upon each full settlement of the account, retention of title ceases in respect of the goods delivered up to that point.
2. Until all secured claims have been paid, the purchaser may neither pledge the items supplied nor transfer ownership of them as security.
3. The purchaser must notify us immediately of any looting, confiscation or other threats to our property by third parties and provide us with copies of the relevant documents (attachment records, etc.). The costs of intervention are always borne by the purchaser.
4. The purchaser is entitled to process and resell the items supplied in the ordinary course of business.
5. If the value of the security held by us exceeds the secured claims by more than 25%, we will release the excess security upon request. We reserve the right to choose which security to release.

10. Warranty and liability for defects

1. The limitation period for claims for defects is generally two years from delivery of the goods. For commercial purchasers (businesses), the limitation period for claims for defects is reduced to 12 months.
2. Where the items supplied have been manufactured or delivered in accordance with the purchaser's specifications, no warranty is given, beyond compliance with those specifications, that the items supplied are suitable for the intended application.
3. The specifications and information on product characteristics in the order confirmation and in documents, data sheets, illustrations, drawings and brochures supplied to the purchaser serve to describe the product. No warranty in the sense of a warranted characteristic is given unless this is expressly confirmed for a specific individual characteristic in the order confirmation.
4. We provide no warranty for faults or damage resulting from unsuitable or improper use, failure to observe instructions for use, incorrect or negligent handling, or modifications, attempted repairs or other interventions in the item supplied carried out by the purchaser, or by third parties at the purchaser's request, without our consent and involvement.
5. The purchaser must inspect and test the item supplied immediately upon receipt of the delivery and notify us in writing of all apparent defects no later than 2 weeks after receipt. If a defect subsequently becomes apparent that could not be detected during the inspection, it must likewise be reported in writing without delay. If notice of a defect is not dispatched to us in time, the item supplied is deemed approved in respect of those defects, and claims for defects are excluded.
6. The purchaser must return the items complained of to us. If the complaint is timely and justified, we will, at our discretion, fulfil our warranty obligations either by repairing the items supplied or by supplying other defect-free goods, and we will bear the shipping costs. If repair or replacement fails, the purchaser may demand a reduction in the remuneration or, at the purchaser's option, reversal of the contract.
7. In all cases, including failed repair or replacement, claims for damages may be asserted against us only if we are guilty of intent or gross negligence or if warranted characteristics are absent.

11. Liability in other cases

1. bk Interferenzoptik Elektronik GmbH does not assume the risk of breakage or liability for damage caused by defective coatings on substrates or other parts.
2. In all other cases not regulated elsewhere in these Terms and Conditions of Sale, all claims by the purchaser for compensation for damage of any kind are excluded, irrespective of their legal basis. This exclusion of liability applies in particular to defective performance and breaches of pre-contractual and contractual ancillary duties, and also applies to claims in tort and under product liability. The exclusion of liability extends to our employees and persons engaged to perform our obligations. It does not apply in cases of intent or gross negligence or where warranted characteristics are absent.

12. Withdrawal and compensation for orders not carried out

1. We may withdraw from the contract if we become aware of a suspension of payments, the opening of bankruptcy or judicial composition proceedings, the rejection of bankruptcy proceedings for lack of assets, protested bills of exchange or cheques, or other concrete indications of a deterioration in the purchaser's financial position.
2. If we withdraw from the contract, or if the order is not carried out for reasons for which the purchaser is responsible, the purchaser must pay us lump-sum compensation of 10% of the purchase price for our expenses and lost profit. The lump-sum compensation is reduced to the extent that the purchaser proves that no expenses or loss were incurred.

13. Ownership and copyright in documents

We retain ownership and copyright in drawings, sketches, specifications, samples, cost estimates and other documents. They may not be made accessible to others without our express consent. Drawings, specifications, samples and corresponding documents relating to quotations, including all copies and reproductions made, must be returned to us immediately upon request for as long as no order has been placed with us. These provisions apply correspondingly to the purchaser's documents.

14. Place of performance, jurisdiction, partial invalidity and applicable law

1. Schwandorf or Amberg is agreed as the place of performance for all obligations owed by either party under the contract, including any claims for recovery.
2. In business dealings with merchants who do not fall within the category of traders referred to in section 4 of the German Commercial Code (HGB), and with legal entities under public law, Schwandorf or Amberg, at our option, is agreed as the place of jurisdiction for all legal disputes arising from the contract, including proceedings concerning bills of exchange and cheques. We are also entitled to bring proceedings at the purchaser's registered office.
3. If individual provisions of the supply contract or these General Terms and Conditions of Sale are invalid, the remaining provisions remain effective and binding. The invalid provision is replaced by a valid provision that achieves the economic purpose of the invalid provision as closely as possible.
4. German law applies to cross-border supplies. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.