Shengdefu Precision Tools Terms and Conditions

I. General Provisions
The following conditions apply to all business transactions with customers, including future transactions. Our sales and delivery conditions are exclusive; we do not recognize any other conditions of the customer, especially those that are contrary or different, unless we explicitly approve their validity. Even if we perform an order without reservation despite being aware of contrary or different conditions from the customer, our sales and delivery conditions still apply. All agreements between us and the customer must be in writing to be valid. Our sales and delivery conditions apply exclusively to registered traders, public-law entities, and public-law separate assets if the contract is part of their commercial activity.

II. Prices/Price Changes, Transport
The prices we offer are in US dollars, excluding VAT. Therefore, VAT must be added to the price at the rate applicable under current law. Unless otherwise specifically agreed, our prices are ex-works and do not include packaging, postage, and transport costs. All quoted prices are subject to change.
The prices we offer are valid only as of the order date, i.e., the date on which the quotation is based. Subsequent changes or additions requested or caused by the customer, including any additional costs incurred thereby, will be charged separately. The same applies to any additional costs resulting from machine downtime due to the aforementioned situations. We reserve the right to adjust prices accordingly for changes in wage or material costs that occur between the quotation and the order placement or after the completion of the contract for more than four months.
The transport costs and risks for the goods are borne by the customer, and always include the packaging costs determined according to Shengdefu’s currently valid price list or the relevant valid quotation. At the customer’s request and at the customer’s expense, we can insure the goods against theft, damage, transport damage or loss, fire, and water damage, or other specific risks identified by the customer.
Partial deliveries are allowed if they are reasonable for the customer.

III. Payment
The goods must be paid in full within 30 calendar days from the invoice date, without any deductions.
Bills of exchange are accepted only under special agreements and as a means of payment, without discount. Discount and bill of exchange fees are borne by the customer and are due immediately. We do not assume any responsibility for the timely presentation, justified protest, justified notice, or return of unpaid bills of exchange unless we or our agents cause damage through intentional or gross negligence.
The customer is only entitled to offset claims if their counterclaims have become final, are undisputed, or are acknowledged by us. In the case of disputed counterclaims, the customer has no right to retention.
The customer can only exercise a right of retention for undisputed counterclaims based on the same contractual relationship.
Regarding this order, when delivering goods from Germany to other countries in the Americas, the customer is obligated to confirm receipt; this confirmation must comply with the regulations concerning turnover tax.

IV. Delay in Payment
In the event of a delay in payment, we are entitled to charge statutory interest on overdue payments, which is 9% above the base rate at the time, and a one-time fee of $40.00 per overdue amount; however, we expressly reserve the right to claim additional damages. If interest is not initially demanded, this does not preclude enforcement within the scope of the law at a later date; there is no statute of limitations in this regard.
If we become aware of circumstances that lead us to doubt the customer’s creditworthiness, making us believe that our payment claims are at risk, particularly if insolvency proceedings are initiated—whether against the customer’s assets or by the customer—or if checks are dishonored, or the customer stops payments or faces collection threats due to widespread payment arrears, we are entitled to declare the remaining debts due immediately and demand immediate payment. Additionally, we are entitled to demand advance payment or security and retain the goods until payment, advance payment, or provision of security is made, as well as suspend ongoing orders until the same occurs. If changes requested by the customer affect production times, we can demand a new delivery time adjusted to the new circumstances. We are not liable for delays in delivery or performance due to force majeure, events beyond our control, or events that not only temporarily significantly impede delivery but make it impossible—such as strikes, lockouts, government interventions, acts of war, riots, energy shortages, destruction or damage to our production facilities and operations, transport disruptions, work restrictions, etc., even if these occur at our suppliers or their subcontractors, even if we have agreed to binding delivery times. You allow us to extend the delivery or performance time by the duration of the disruption plus a reasonable initial period. In such cases, we also have the right to adjust prices. These situations are beyond our control even if they occur during an existing delay. The start and end of such disruptions will be notified to the customer as soon as possible. If the product leaves the warehouse or we notify the customer that the goods are ready for shipment by the end of the delivery period, this is considered compliance with the delivery period.

V. Retention of Title
Until all claims arising from the business relationship with the customer are fulfilled, the customer is required to grant the following securities, which we will release at the customer’s request and at our own discretion if the securities’ value consistently exceeds that of the claims by more than 10%.
All goods delivered to the customer remain our property until all claims arising from the business relationship with the customer are paid in full.
The delivered goods may not be pledged or transferred as security to a third party before they are fully paid. If a third party, particularly as collateral, seizes the delivered item, the customer must refer to our ownership and immediately notify us in writing so that we can enforce our ownership rights. The customer is liable for any judicial or extrajudicial costs incurred if the third party cannot reimburse us for such costs.
The customer is permitted to sell and process the goods in the course of regular business transactions as long as they are not in arrears with the claims they owe us. We can revoke this permission if the customer is overdue in payments or if their assets are seized, particularly if insolvency proceedings are initiated against their assets.
The processing or transformation of the goods by the customer shall always be done for us. If the goods are combined, mixed, or blended with other items, we acquire co-ownership in proportion to the value of the goods (total invoice amount including statutory VAT) to the remaining items at the time of combination, mixing, or blending. If the goods become an integral or necessary part of another item, leading to the loss of ownership, the customer hereby assigns to us in advance co-ownership of the main item in proportion to the value of the delivered goods (total invoice amount including statutory VAT) to the value of the main item at the time of combination, mixing, or blending.
If the goods are sold, the customer hereby assigns to us, for the security of our claims arising from the entire business relationship, all claims arising from resale or other legal grounds (insurance, tortious act, etc.) against the buyer or third parties, regardless of whether the goods, of which we have (partial) ownership, are resold with or without processing. Upon our request, which may be made at any time, the customer must inform us about the status of the claim and allow us or anyone authorized by us to inspect the relevant business records. We grant the customer a revocable permission to collect the amounts due for the assigned claims on their own account and in their own name. This direct debit authorization can be revoked if the customer fails to fulfill their financial obligations properly. Our right to collect the amounts due ourselves remains unaffected by the above. However, we commit to not collecting the amounts due as long as the customer fulfills their financial obligations with the collected sales proceeds, is not overdue in payments, and especially if no insolvency proceedings have been initiated or payments have been stopped. If this is the case, however, we can require that the customer immediately informs us of the assigned claims and their debtors, including all information required for collection purposes, provides us with all necessary records, and informs the debtors (third parties) of the assignment of claims. We also have the right to disclose the assignments to the debtors. However, the customer is not entitled to assign this claim to third parties.
Contrary to clause 3, the customer is not entitled to sell the goods, even in the context of regular, standard business transactions, if the customer refuses to assign claims based on the sale of the goods to us.
In the event of breaches of contract, particularly in the case of payment delays, we are entitled to rescind the contract. After rescission, we can demand the return of the goods from the customer.

VI. Delivery Times
Delivery dates and delivery periods are only binding if they are explicitly confirmed by us in writing.
The confirmed delivery dates and delivery periods start when the following cumulative conditions are met: clarification of all technical questions; fulfillment of the customer’s contractual obligations, particularly the provision of documents, authorizations, and release statements. If changes ordered by the customer affect production time, we are entitled to negotiate a new delivery time adjusted to the changed circumstances. We are not liable for delays in delivery and performance, even if binding dates and times have been agreed upon, in the case of force majeure, events beyond our control, and events that not only temporarily significantly impede delivery but make it impossible—such as strikes, lockouts, government interventions, acts of war, riots, energy shortages, destruction or damage to our production facilities and operations, transport disruptions, work restrictions, etc., even if these occur at our suppliers or their subcontractors, even if we have agreed to binding delivery times. You allow us to extend the delivery or performance time by the duration of the disruption plus a reasonable initial period. In such cases, we also have the right to adjust prices. These situations are beyond our control even if they occur during an existing delay. The start and end of such disruptions will be notified to the customer as soon as possible. If the product leaves the warehouse or we notify the customer that the goods are ready for shipment by the end of the delivery period, this is considered compliance with the delivery period.

VII. Samples
All types of samples, whether designs, models, etc., are prepared especially for the customer according to their instructions and only by prior written commission. In every case, these samples will be billed separately to the customer.

VIII. Storage of Documents and Items for Future Use
The storage of the customer’s documents and other items that may serve some future purpose is undertaken only upon prior written agreement and in exchange for special compensation beyond the delivery date of the ordered goods. The above-mentioned documents or items, if they are provided to us by the customer, will be handled with care up to the delivery date. In this case as well, storage beyond the delivery date is only granted upon prior written agreement and in return for special compensation. If the above-mentioned documents or items need to be insured against water, fire, theft, or other dangers, the customer must provide the necessary insurance themselves. Within legally permissible limits, we are exempt from liability for the loss, damage, or destruction of these documents or items.

IX. Company Mark
On objects of our manufacture, we can, with the customer’s permission, make reference to our company in an appropriate manner. The customer can only withhold their permission if they have a justifiable interest in doing so.

X. Limitation Period for Claims
Upon delivery, the customer must inspect the goods without delay, and in the event that the goods have obvious defects, these must be reported to us within a period of two weeks following receipt of the goods, in the case of shipping from the point of taking delivery from the shipper or carrier; otherwise, the customer’s claims regarding defects are excluded. Claims for non-obvious defects can only be asserted within a period of one year upon receipt of the goods, in the case of shipping upon taking delivery from the shipper or carrier.

XI. Warranty
The warranty period is 1 year after the transfer of risk. In the event of defects, we are entitled to choose between rectifying the defects or delivering a substitute, up to the amount of the contractual value, unless we or our vicarious agents are guilty of damage by intent or gross negligence, or if we have given a guarantee for the condition of the goods. If two attempts at rectifying the defects or at delivering a substitute fail, or if rectification or substitution is not possible, not to be reasonably expected for the customer, or finally refused by ourselves, then the customer can demand a reasonable reduction in price or withdraw from the contract. For substantial third-party products, our liability is initially limited to the assignment of liability claims to which we are entitled against the supplier of the third-party products. Any liability ensuing on our part in this instance can only be secondary and requires prior recourse to the courts for the supplier of the third-party product. We will reimburse such costs as may arise if they cannot be collected from the supplier and if they were necessary for prosecution. Guarantee and damage claims which exceed the above are excluded, so far as is permissible by law.

XII. Compensation for Damages
The following liability limits apply for damage claims, within the parameters of the law: For all damages arising from culpable breach of contract, we are liable if we ourselves or our agents cause damage through intentional or gross negligence.

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