I. Application

1. The following conditions apply to all contracts concluded between STOTZ Feinmesstechnik GmbH and the seller for the delivery of goods. They also apply to all future business relationships, even if they are not expressly agreed upon again. Deviating conditions of the seller, which are not expressly acknowledged in writing by STOTZ Feinmesstechnik GmbH, are not binding, even if they are not expressly objected to. These conditions also apply if STOTZ Feinmesstechnik GmbH accepts the delivery of the seller in knowledge of conflicting or deviating conditions without reservation.
2. All agreements made between STOTZ Feinmesstechnik GmbH and the seller in connection with the purchase contracts are documented in the purchase contracts, these conditions, and the offers of STOTZ Feinmesstechnik GmbH in writing.

2. Offer,Conclusion of Contract, Samples, Spare Parts

1. STOTZ Feinmesstechnik GmbH is bound to the offer to conclude a purchase contract (order) for two weeks. The seller can only accept the offer within these two weeks by written declaration to STOTZ Feinmesstechnik GmbH.
2. Samples and other documents belonging to the order remain the property of STOTZ Feinmesstechnik GmbH, which reserves all copyrights. If the seller does not accept the offers within the deadline according to paragraph 1, these documents must be returned to STOTZ Feinmesstechnik GmbH immediately.
3. Spare parts must be available for delivery for 10 years after the last order.

3. Payments and Retention of Title

1.The price specified in the order by STOTZ Feinmesstechnik GmbH is binding and includes delivery, unless otherwise agreed upon in writing between the parties. Packaging costs are included in the price. The price includes the applicable value-added tax. All invoices from the seller must indicate the order number provided by STOTZ Feinmesstechnik GmbH.

Unless otherwise agreed upon in writing with the seller, STOTZ Feinmesstechnik GmbH will pay within 14 working days, calculated from the delivery of the goods by the seller and receipt of the invoice, with a 3% discount, within 30 working days, calculated from the delivery of the goods by the seller and receipt of the invoice, with a 2% discount, or within 60 working days net.

In the event of hindrances such as force majeure, strike, lockout, or comparable situations, the acceptance and payment deadline will be extended by the duration of the hindrance.

2.STOTZ Feinmesstechnik GmbH is entitled to exercise its statutory rights of set-off and retention in full. STOTZ Feinmesstechnik GmbH is authorized to assign all claims from the purchase contract without the consent of the seller. The seller is not authorized to assign claims from the contractual relationship to third parties without prior written consent from STOTZ Feinmesstechnik GmbH.

5.The seller is only entitled to a simple retention of title (§ 449 BGB).

4. Delivery deadline

1.The delivery deadline or specified delivery date indicated in the order by STOTZ Feinmesstechnik GmbH is binding for the seller.

2.If the seller is in default, STOTZ Feinmesstechnik GmbH is entitled to exercise its statutory claims. If STOTZ Feinmesstechnik GmbH asserts claims for damages, the seller is entitled to prove that they are not responsible for the breach of duty.

5. Warranty/Liability

1.The STOTZ Feinmesstechnik GmbH is obligated to inspect the goods for quality and quantity deviations within a reasonable period of time from delivery by the seller. The notification of obvious defects is considered timely if it is sent by the STOTZ Feinmesstechnik GmbH within three working days from delivery of the goods and subsequently received by the seller; the notification of defects that only become apparent during a proper inspection is considered timely if the STOTZ Feinmesstechnik GmbH sends it within 2 weeks from delivery and subsequently received by the seller. The notification of hidden defects is considered timely if it is sent 2 weeks after their discovery and subsequently received by the seller.

2.The STOTZ Feinmesstechnik GmbH has the statutory rights for claims against the seller for defects, and the seller is liable to the buyer to the extent provided by law. In case of imminent danger or high urgency, the STOTZ Feinmesstechnik GmbH is entitled to rectify the defects at the expense of the seller. The statutory limitation period for warranty claims applies. A shortening of this limitation period can only be made by an explicit written declaration from the STOTZ Feinmesstechnik GmbH.

6. Dimensions, weights, delivery

1.Compliance is based on DIN standards. In addition, we provide dimensions and weights in the orders and order confirmations to the best of our knowledge.

2.Delivery quantities that deviate by up to 1% of the total ordered scope of delivery are not considered defects within the meaning of § 434 of the German Civil Code (BGB).

3.Delivery must be accompanied by detailed documentation.

4.If there are any technical innovations, improvements, or other changes before delivery, the STOTZ Feinmesstechnik GmbH must be informed in writing in advance, with a description of the differences. The STOTZ Feinmesstechnik GmbH reserves the right to reject technical innovations, improvements, or other changes; changes require explicit written approval.

5.Partial deliveries require written approval from the STOTZ Feinmesstechnik GmbH.

7. Liability of the seller/insurance coverage.

1.The STOTZ Feinmesstechnik GmbH shall be indemnified by the seller, upon first request, from any claims by third parties, including the necessary costs to defend against such claims, if the seller is responsible for a product defect that caused the damage. The seller shall be held liable if the cause of the defect is within their control and organization.

2.The seller is obligated to maintain a product liability insurance with an appropriate coverage amount of at least 3,000,000 EUR per personal/injury or property damage, specific to the goods (the coverage amount shall be determined individually for each product). This requirement does not affect any additional legal claims of the STOTZ Feinmesstechnik GmbH.

3.If the STOTZ Feinmesstechnik GmbH is held liable due to the seller’s delivery infringing upon a third party’s legal rights, the seller shall indemnify the STOTZ Feinmesstechnik GmbH upon first request from any claims, including all necessary expenses incurred by the STOTZ Feinmesstechnik GmbH in relation to the third party’s claim and its defense. The STOTZ Feinmesstechnik GmbH is not authorized to acknowledge or settle the third party’s claims without the written consent of the seller. The statute of limitations for these indemnification claims is three years from the date of knowledge of the third party’s claim, but no later than 10 years from the delivery of the goods.

8. Final provisions.

1.STOTZ Feinmesstechnik GmbH is authorized to store, process, and transmit data related to the purchase and payment transactions with the seller. All personal or company-related data will be treated as confidential. The necessary data for business transactions will be stored and, if necessary, shared with affiliated companies during order processing.

2.The place of performance is our business headquarters. The seller bears the risk of transportation. This applies even if STOTZ Feinmesstechnik GmbH assumes the cost of transporting the purchased item. In the event of transport damage, STOTZ Feinmesstechnik GmbH transfers its rights (§ 425 HGB) against the carrier to the seller.

3.German law, excluding the UN Convention on Contracts for the International Sale of Goods, applies to the contractual relationship between the seller and STOTZ Feinmesstechnik GmbH.

4.Stuttgart is agreed upon as the place of jurisdiction for all disputes arising from this contract, provided that the seller is a merchant, a legal entity under public law, or a special public fund. This also applies to obligations related to bills of exchange and checks, as well as claims for damages of any kind. However, STOTZ Feinmesstechnik GmbH is entitled to file a lawsuit at the seller’s place of business.

5.If individual provisions of the terms and conditions are or become invalid, the validity of the remaining provisions shall not be affected.