for supplies and services in business-to-business transactions<\/p>\n
Version: July 2026<\/p>\n
AX-METALS GmbH<\/b>
\nSemmelweisstr. 18
\n12524 Berlin
\nGermany<\/p>\n
Commercial register: Amtsgericht Charlottenburg, HRB 255906 B
\nManaging Director: Marcell Lukawski<\/p>\n
Notice: These General Terms and Conditions apply exclusively to entrepreneurs and business customers. The German-language version is the legally authoritative version.<\/p>\n
(1) These General Terms and Conditions apply to all quotations, supplies and services of AX-METALS GmbH (\u201cAX-METALS\u201d).<\/p>\n
(2) They apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.<\/p>\n
(3) They apply in particular to the sale and supply of metal parts of all kinds, contact materials, contact parts, contact rivets, contact tips, contact assemblies, wires, strips, profiles, stamped parts, bent parts, deep-drawn parts, turned parts, tools, samples, prototypes and customer-specific parts manufactured to drawings.<\/p>\n
(4) Any conflicting, deviating or supplementary terms and conditions of the Customer shall apply only if AX-METALS has expressly agreed to their application in text form. Unconditional acceptance of an order, delivery or payment shall not constitute consent.<\/p>\n
(5) These General Terms and Conditions, in the version valid at the time the contract is concluded, shall also apply to future transactions with the Customer without AX-METALS having to refer to them again.<\/p>\n
(1) Quotations issued by AX-METALS are subject to change and non-binding unless expressly designated as binding.<\/p>\n
(2) A contract is concluded by AX-METALS issuing an order confirmation in text form, commencing performance of the order or dispatching the goods.<\/p>\n
(3) The order confirmation and the drawings, specifications, standards, inspection requirements and quality requirements expressly referred to therein shall determine the content of the contract.<\/p>\n
(4) Information in catalogues, data sheets, drawings, illustrations, price lists and other product descriptions shall be binding only if expressly incorporated into the contract.<\/p>\n
(5) Technical changes or changes required for production reasons are permissible insofar as they are customary in the trade, reasonable for the Customer and do not materially impair the agreed use.<\/p>\n
(6) AX-METALS retains all ownership rights, copyrights and rights of use in quotations, calculations, drawings, samples, inspection devices and technical documents. They may not be made accessible to third parties without prior consent.<\/p>\n
(1) The Customer is responsible for the completeness and accuracy of drawings, specifications, material data, tolerances, standards, inspection requirements and intended-use information supplied by it.<\/p>\n
(2) No later than before conclusion of the contract, the Customer must inform AX-METALS of any special requirements, in particular safety-critical applications, automotive, aerospace, medical, energy or high-voltage applications, statutory or regulatory requirements, substance restrictions and conformity, documentation or traceability requirements.<\/p>\n
(3) If special requirements are not expressly communicated and confirmed by AX-METALS, AX-METALS shall owe only the agreed characteristics and, in all other respects, characteristics suitable for the customary use.<\/p>\n
(4) Delays and additional costs resulting from late, incomplete or incorrect information, documents, approvals or acts of cooperation by the Customer shall be borne by the Customer.<\/p>\n
(1) Samples, prototypes, pre-series parts and initial samples are provided for inspection and approval by the Customer.<\/p>\n
(2) The Customer must inspect, in particular, dimensions, material, coating, function, processability, assembly capability and suitability for the intended application.<\/p>\n
(3) By granting approval in text form, the Customer confirms the inspected version as the basis for series production.<\/p>\n
(4) Changes after approval may result in additional tooling, inspection, material and production costs as well as new delivery times.<\/p>\n
(5) No defect claims shall exist with respect to deviations or characteristics that were identifiable in the approved sample, unless AX-METALS fraudulently concealed the defect.<\/p>\n
(1) All prices are net prices plus statutory value added tax and, unless otherwise agreed, packaging, transport, insurance, customs, import, inspection and documentation costs.<\/p>\n
(2) The prices and pricing bases stated in the order confirmation shall apply.<\/p>\n
(3) For products containing metals or precious metals, the price may comprise, in particular, the metal or precious-metal value, processing costs, material or melting losses, tooling and setup costs, packaging, transport, customs duties, taxes, other import costs, currency costs and financing costs.<\/p>\n
(4) If a metal-price, exchange quotation, currency-exchange or price-adjustment clause is agreed in the quotation or order confirmation, invoicing shall be based on the calculation basis and reference date specified there.<\/p>\n
(5) For call-off orders, framework agreements or an agreed delivery period of more than three months, AX-METALS may request a reasonable price adjustment if the relevant costs change materially after conclusion of the contract, in particular metal and precious-metal prices, exchange rates, energy, freight, customs, tax or other statutory charges. Cost reductions shall be taken into account in favour of the Customer according to the same principles.<\/p>\n
(6) Upon request, AX-METALS shall explain the material calculation basis of a price adjustment in a comprehensible manner. If the total price increases by more than ten per cent as a result, the Customer may withdraw from the contract with respect to deliveries not yet performed within five working days after receipt of the notice, unless AX-METALS maintains the previous price.<\/p>\n
(7) Subsequent changes to the scope of supply, drawings, tolerances, materials, inspection requirements, packaging or delivery dates shall be charged separately.<\/p>\n
(1) For goods procured, manufactured, reserved or stored specifically for the Customer, the purchase obligation agreed in the contract, quotation or framework agreement shall apply.<\/p>\n
(2) If, at the Customer\u2019s request, AX-METALS procures or commissions the manufacture of goods, raw materials or precious metals that cannot reasonably be used elsewhere, the Customer must take delivery of and pay for them upon termination of the contract, failure to place call-offs or cessation of its requirements, unless AX-METALS is responsible for the cause.<\/p>\n
(3) For call-off orders, the Customer must call off the agreed total quantity within the agreed period. If no period has been specified, AX-METALS may set a reasonable call-off period after twelve months and, if it expires without result, deliver and invoice the remaining quantity or exercise its statutory rights.<\/p>\n
(4) Storage, financing and insurance costs arising from delayed call-offs may be charged to the Customer in a reasonable amount following prior notice.<\/p>\n
(1) Costs for tools, moulds, fixtures, inspection equipment or other production equipment shall be charged separately unless otherwise agreed.<\/p>\n
(2) Payment of tooling costs or a contribution to tooling costs shall not automatically transfer ownership of the tool.<\/p>\n
(3) Tools shall remain the property of AX-METALS or the relevant manufacturer unless a transfer of ownership has been expressly agreed in text form.<\/p>\n
(4) Delivery of a tool may be requested only if expressly agreed, all related costs have been paid and no third-party rights prevent delivery.<\/p>\n
(5) Unless separately agreed, tooling costs do not include subsequent modifications, repairs, wear parts, maintenance, storage, insurance or replacement procurement.<\/p>\n
(6) After three years from the last order, AX-METALS may dispose of tools after prior notice and expiry of a reasonable deadline, unless the Customer requests continued storage against payment.<\/p>\n
(1) For special and customer-specific products, excess or short deliveries customary in the industry and production process are permissible.<\/p>\n
(2) Unless otherwise agreed, excess or short deliveries of up to ten per cent of the ordered quantity shall be deemed contractual. The quantity actually delivered shall be invoiced.<\/p>\n
(3) Deviations in weight, number of units, dimensions, surface, colour, coating, hardness, structure or alloy composition within agreed, standards-compliant or customary tolerances shall not constitute a defect.<\/p>\n
(4) Technically unavoidable deviations are permissible insofar as they do not materially impair the agreed function and use.<\/p>\n
(1) Delivery dates and delivery periods are binding only if AX-METALS has expressly confirmed them as binding.<\/p>\n
(2) Delivery periods shall not begin until all technical and commercial issues have been clarified, required documents and approvals have been provided and agreed advance payments or securities have been made.<\/p>\n
(3) Partial deliveries are permissible insofar as they are reasonable for the Customer.<\/p>\n
(4) Force majeure events or other events that were unforeseeable when the contract was concluded and for which AX-METALS is not responsible shall extend delivery periods appropriately. These include, in particular, natural events, pandemics, war, terrorism, civil unrest, sanctions, strikes, lockouts, energy or raw-material shortages, production-equipment failures, government measures, export or import restrictions, significant disruptions affecting upstream suppliers or transport providers, and port or border closures.<\/p>\n
(5) AX-METALS shall inform the Customer of the start and expected end of a material disruption. If the disruption lasts longer than three months, either party may withdraw from the contract with respect to the part not yet performed.<\/p>\n
(6) If AX-METALS is in default, the Customer must generally set a reasonable grace period before withdrawing or claiming damages in lieu of performance. Mandatory statutory rights remain unaffected.<\/p>\n
(1) Unless otherwise agreed, delivery shall be made ex warehouse or from the place of dispatch designated by AX-METALS.<\/p>\n
(2) The risk of accidental loss and accidental deterioration shall pass to the Customer when the goods are handed over to the forwarding agent, carrier or other transport service provider. This shall also apply to carriage-paid and partial deliveries.<\/p>\n
(3) Mode of dispatch, transport route and packaging shall be selected at reasonable discretion unless the Customer communicates special requirements in due time.<\/p>\n
(4) Transport insurance shall be taken out only at the Customer\u2019s express request and expense.<\/p>\n
(5) Visible transport damage must be documented with the transport provider upon delivery and reported to AX-METALS without undue delay.<\/p>\n
(6) If Incoterms are agreed, the Incoterms\u00ae 2020 rules of the International Chamber of Commerce shall apply in the expressly agreed form.<\/p>\n
(1) Invoices are due without deduction within the payment period stated in the order confirmation or invoice. If no payment period is expressly specified, invoices are payable without deduction within 14 calendar days from the invoice date.<\/p>\n
(2) Cash discount is permissible only if expressly agreed and all due claims of AX-METALS have been paid in full.<\/p>\n
(3) AX-METALS may allocate payments in accordance with statutory law first to costs, then to interest and finally to the principal claim.<\/p>\n
(4) The Customer may set off only claims that have been finally adjudicated, are undisputed or have been acknowledged by AX-METALS. A right of retention may be exercised only in respect of claims arising from the same contractual relationship.<\/p>\n
(5) If circumstances become known after conclusion of the contract that justify serious doubts regarding the Customer\u2019s solvency or creditworthiness, AX-METALS may make outstanding deliveries conditional upon advance payment, security or settlement of due claims. After a reasonable period has expired without result, AX-METALS may withdraw from the unperformed part of the contract.<\/p>\n
(1) The Customer shall be in default without further reminder if a payment date determined by the calendar is exceeded. Otherwise, the statutory requirements for payment default shall apply.<\/p>\n
(2) During default, payment claims shall bear interest at nine percentage points above the applicable base interest rate.<\/p>\n
(3) AX-METALS may also claim the statutory default lump sum of EUR 40.00 for each overdue payment claim.<\/p>\n
(4) AX-METALS reserves the right to claim further loss caused by default, in particular necessary lawyers\u2019 fees, collection costs and court costs as well as proven higher financing interest. The default lump sum shall be credited against recoverable legal-enforcement costs.<\/p>\n
(5) In the event of payment default, AX-METALS may withhold further deliveries, block goods not yet dispatched and require advance payment or security for future deliveries.<\/p>\n
(6) All outstanding claims may be declared immediately due if the Customer suspends payments, files for insolvency or its financial circumstances deteriorate materially so that satisfaction of the claims is jeopardised.<\/p>\n
(1) AX-METALS retains title to all delivered goods until all present and future claims arising from the business relationship have been paid in full.<\/p>\n
(2) The Customer may process and resell goods subject to retention of title in the ordinary course of business as long as it is not in payment default.<\/p>\n
(3) Processing or transformation shall be carried out for AX-METALS. If the goods are processed, combined or mixed with other materials, AX-METALS shall acquire co-ownership of the new item in the ratio of the invoice value of the retained goods to the value of the other materials at the time of processing.<\/p>\n
(4) The Customer hereby assigns to AX-METALS all claims arising from resale of the retained goods up to the final invoice amount including VAT. AX-METALS accepts the assignment. The Customer shall remain authorised to collect the claims until revocation.<\/p>\n
(5) In the event of payment default, AX-METALS may revoke the collection authorisation and request the information and documents required for collection.<\/p>\n
(6) The Customer must inform AX-METALS without undue delay of attachments, seizures or other third-party access.<\/p>\n
(7) If the realisable value of the securities exceeds the secured claims by more than ten per cent, AX-METALS shall, upon request, release securities of its choice.<\/p>\n
(1) If the purchase constitutes a commercial transaction for both parties, the inspection and notification duties under section 377 of the German Commercial Code (HGB) shall apply.<\/p>\n
(2) The Customer must inspect the goods without undue delay after delivery to the extent feasible in the ordinary course of business.<\/p>\n
(3) Obvious defects, quantity deviations, incorrect deliveries and visible transport damage must be reported in text form with a precise description no later than five working days after delivery. Hidden defects must be reported without undue delay, no later than five working days after discovery.<\/p>\n
(4) Any shorter or stricter statutory notification duties remain unaffected. If inspection or notification is not carried out in due time, the goods shall be deemed approved to the extent provided by law.<\/p>\n
(5) The Customer must store rejected goods separately and allow AX-METALS a reasonable opportunity to inspect them.<\/p>\n
(6) Without prior consent, the Customer may not rework, sort, return or dispose of rejected goods unless this is necessary to avert an imminent substantial loss. Costs of such measures shall be borne only if AX-METALS gave prior consent or the measure was objectively necessary.<\/p>\n
(1) In the event of a justified notice of defect, AX-METALS may initially, at its option, repair the defect or supply replacement goods.<\/p>\n
(2) AX-METALS shall generally be allowed two reasonable attempts at cure insofar as this is reasonable for the Customer. If cure fails or is unreasonable, the Customer may reduce the price or withdraw in accordance with statutory requirements.<\/p>\n
(3) Withdrawal is excluded in the case of immaterial defects.<\/p>\n
(4) Defect claims shall not exist, in particular, in cases of normal wear, improper storage, processing, assembly or use, failure to observe technical instructions, modifications or reworking by the Customer or third parties, use outside the agreed purpose, errors in Customer specifications, or damage caused by unsuitable downstream processes such as riveting, welding, soldering, forming, coating, cleaning or heat treatment.<\/p>\n
(5) For manufacture based on the Customer\u2019s drawings, samples or specifications, AX-METALS shall not be liable for defects resulting from those specifications.<\/p>\n
(6) The limitation period for defect claims is twelve months from transfer of risk. This shall not apply in cases of intent, gross negligence, injury to life, body or health, fraudulent concealment, an expressly assumed guarantee, mandatory product liability or other mandatory longer statutory periods.<\/p>\n
(1) AX-METALS shall be liable without limitation in cases of intent and gross negligence, injury to life, body or health, under the German Product Liability Act, in the event of fraudulent concealment of a defect and within the scope of an expressly assumed guarantee.<\/p>\n
(2) In the event of a slightly negligent breach of a material contractual obligation, liability shall be limited to the typical contractual loss foreseeable when the contract was concluded. Material contractual obligations are obligations whose fulfilment makes proper performance of the contract possible and on whose observance the Customer may regularly rely.<\/p>\n
(3) In all other respects, liability for slight negligence is excluded.<\/p>\n
(4) To the extent permitted by law, liability for a slightly negligent breach of material contractual obligations shall be limited per loss event to the net order value of the affected delivery, but no more than EUR 250,000.<\/p>\n
(5) To the extent permitted by law, liability for indirect loss, consequential loss, loss of profit, production or use downtime and futile expenditure is excluded.<\/p>\n
(6) The Customer must prevent and mitigate loss through appropriate incoming-goods, production and functional inspections.<\/p>\n
(7) The limitations of liability shall apply accordingly for the benefit of AX-METALS\u2019 legal representatives, employees, vicarious agents and subcontractors.<\/p>\n
(1) The Customer must inform AX-METALS without undue delay of safety-relevant complaints, possible series defects, regulatory enquiries or threatened recall measures.<\/p>\n
(2) Recall, replacement, sorting or field measures must be coordinated with AX-METALS before implementation unless immediate action is necessary to avert a specific danger.<\/p>\n
(3) The Customer must give AX-METALS an opportunity to inspect affected batches, the cause of the defect and the necessity of the measures.<\/p>\n
(4) AX-METALS shall bear the costs of such measures only to the extent that the cause demonstrably lies within its area of responsibility and it is liable under law or contract.<\/p>\n
(1) For deliveries based on the Customer\u2019s drawings, samples, models or other specifications, the Customer is responsible for ensuring that no third-party rights are infringed.<\/p>\n
(2) The Customer shall indemnify AX-METALS against third-party claims arising from such infringement insofar as the Customer is responsible for the infringement.<\/p>\n
(3) Both parties shall keep confidential technical, commercial and other non-public information arising from the business relationship. This obligation shall not apply to information that is lawfully public, lawfully obtained from third parties or required to be disclosed by law.<\/p>\n
(1) Both parties must comply with applicable laws, in particular export-control, customs, sanctions, anti-money-laundering, anti-corruption and occupational-safety regulations.<\/p>\n
(2) The Customer must provide AX-METALS with all information required for export control, in particular regarding the end recipient, final destination and intended use.<\/p>\n
(3) AX-METALS may suspend deliveries or withdraw from the contract if the delivery would violate laws, sanctions or government orders or if a required authorisation is not granted. Customer claims for damages are excluded unless AX-METALS is responsible for the cause.<\/p>\n
(1) All contractual relationships shall be governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).<\/p>\n
(2) Berlin shall be the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship if the Customer is a merchant, a legal entity under public law or a special fund under public law.<\/p>\n
(3) If the Customer has no general place of jurisdiction in Germany, Berlin shall also be a place of jurisdiction insofar as such an agreement is legally permissible.<\/p>\n
(4) AX-METALS may also sue the Customer at its general place of jurisdiction or any other legally permissible place of jurisdiction.<\/p>\n
(5) Mandatory statutory rules on exclusive jurisdiction remain unaffected.<\/p>\n
(1) Individual agreements shall take precedence over these General Terms and Conditions.<\/p>\n
(2) Legally relevant declarations and notices by the Customer, in particular deadlines, notices of defects, declarations of withdrawal and price reduction, should be made at least in text form. Statutory form requirements remain unaffected.<\/p>\n
(3) Assignment of claims against AX-METALS requires prior consent in text form unless a mandatory statutory right of assignment exists.<\/p>\n
(4) If any provision is or becomes wholly or partly invalid, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall replace the invalid provision.<\/p>\n
(5) In the event of discrepancies between translations and the German version, only the German version shall prevail.<\/p>\n","protected":false},"excerpt":{"rendered":"
General Terms and Conditions for supplies and services in business-to-business transactions Version: July 2026 AX-METALS GmbH Semmelweisstr. 18 12524 Berlin Germany Commercial register: Amtsgericht Charlottenburg, HRB 255906 B Managing Director: Marcell Lukawski Notice: These General Terms and Conditions apply exclusively to entrepreneurs and business customers. The German-language version is the legally authoritative version. 1. Scope […]<\/p>\n","protected":false},"author":2,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"page-no-header.php","meta":{"footnotes":""},"class_list":["post-1734","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/www.ax-metals.com\/en\/wp-json\/wp\/v2\/pages\/1734","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.ax-metals.com\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.ax-metals.com\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.ax-metals.com\/en\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.ax-metals.com\/en\/wp-json\/wp\/v2\/comments?post=1734"}],"version-history":[{"count":0,"href":"https:\/\/www.ax-metals.com\/en\/wp-json\/wp\/v2\/pages\/1734\/revisions"}],"wp:attachment":[{"href":"https:\/\/www.ax-metals.com\/en\/wp-json\/wp\/v2\/media?parent=1734"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}