GTC
General Terms and Conditions of DeSta GmbH & Co. KG
A. General Conditions, Purchase Agreements
§1 General Provisions
(1) The following conditions apply to all business relations if the purchaser is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.
(2) These conditions shall apply in their respective version as a framework agreement for future contracts with the same purchaser, without any need for renewed reference to their applicability.
(3) Deviating, conflicting or supplementary terms and conditions of the purchaser shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall also apply if we perform the contractually agreed service in knowledge of the purchaser’s terms and conditions.
(4) Individual agreements with the purchaser, including collateral agreements, supplements and amendments, take precedence over these conditions. Such individual agreements must be made in writing. The same applies to legally relevant declarations and notifications which the purchaser must submit to us after conclusion of the contract (e.g. setting of deadlines, notice of defects). These require written form to be valid.
Written form is satisfied by text form.
Oral commitments made by our employees are not binding.
§2 Offer
(1) Our offer is valid for 3 weeks from the date of the offer, unless otherwise stated in the order confirmation. For documents associated with the offer such as illustrations, drawings, weight and measurement specifications, deviations are possible unless explicitly designated as binding.
(2) We reserve the right to make design and form changes to prototypes during the delivery period, insofar as such changes are due to technical developments by the manufacturer and are reasonable for the purchaser.
(3) We retain ownership and copyright to all illustrations, drawings, calculations and other documents. The purchaser requires our express written consent prior to passing such documents on to third parties.
§3 Delivery
(1) The commencement of the delivery period specified by us presupposes the clarification of all technical questions.
(2) Compliance with our delivery obligations further requires the timely and proper fulfillment of the purchaser’s obligations. The defense of non-performance remains reserved.
(3) If the purchaser is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the resulting damages, including any additional expenses. Further claims remain reserved.
(4) If the conditions of paragraph (3) apply, the risk of accidental loss or accidental deterioration of the goods passes to the purchaser at the moment the purchaser enters default of acceptance or debtor’s delay.
§4 Shipment, Transfer of Risk
(1) We deliver ex works; for international transactions EX WORKS Incoterms 2020, unless otherwise agreed in the individual case. Risk passes to the purchaser upon receipt of the notice of readiness for collection.
(2) We dispatch the goods for the purchaser at the purchaser’s expense via parcel service or forwarding agent, unless the purchaser issues different instructions.
(3) Transport insurance will be taken out only upon the purchaser’s request and at the purchaser’s expense.
§5 Prices and Terms of Payment
(1) Unless otherwise agreed, our prices apply net “ex works.”
(2) If more than four months lie between conclusion and performance of the contract, we are entitled to pass on verified cost increases to the purchaser.
(3) If after conclusion of the contract it becomes apparent that our claim to payment is endangered due to the purchaser’s lack of financial capacity, we may refuse performance and set a deadline for payment concurrently with performance or for provision of security. Upon unsuccessful expiry of the deadline, we are entitled to withdraw from the contract and claim damages. Setting a deadline is unnecessary if the purchaser seriously and finally refuses payment or if special circumstances exist which, after weighing the interests of both parties, justify immediate withdrawal.
(3) Cash discounts require prior written agreement.
(4) Invoices are due for payment within 14 days from the invoice date. Statutory provisions regarding the consequences of default apply.
(5) The purchaser may only set off claims that are legally binding, undisputed or acknowledged by us. The purchaser may exercise a right of retention only if the counterclaim arises from the same contractual relationship.
§6 Liability for Defects
(1) Claims for defects require that the purchaser has duly complied with inspection and notification obligations.
(2) If a defect exists, the purchaser may at its option demand subsequent performance by remedying the defect or by delivery of new goods free from defects. In the event of defect remediation, we must bear all expenses necessary for this purpose, particularly transport, travel, labor and material costs, unless such costs increase because the goods were moved to a location other than the place of performance.
(3) If subsequent performance fails, the purchaser may at its option withdraw from the contract or reduce the purchase price.
(4) Claims for damages due to defects are limited as follows:
We are not liable for slightly negligent breaches of non-essential contractual obligations.
Our liability for consequential damages caused by defects is excluded except in cases of intent, gross negligence or breach of essential contractual obligations.
Where we are liable for consequential damages, liability is limited to foreseeable damages not attributable to extraordinary circumstances.
Essential contractual obligations are obligations whose fulfillment is necessary to enable the proper performance of the contract and on whose compliance the purchaser may rely.
These provisions do not entail a reversal of the burden of proof.
Except in cases of intent, gross negligence or breach of essential contractual obligations, our liability is limited to three times the order value.
(5) The above limitations of liability do not apply to claims for bodily injury or damage to health attributable to us, or in the event of loss of life of the purchaser or its vicarious agents. Claims under the Product Liability Act, claims arising from guarantees given by us or from fraudulent concealment of defects remain unaffected. Statutory limitation periods apply to such claims.
(6) The limitation period for claims for defects is 12 months from transfer of the goods.
In case of recourse under Sections 478, 479 BGB, the limitation period remains unaffected; it is five years from delivery of the defective goods.
§7 Limitation of Liability, Damages
(1) The following limitations apply to our contractual and non-contractual (tortious) liability as well as liability for culpa in contrahendo. The burden of proof for facts justifying a limitation or exclusion of liability lies with us.
(2) We are not liable for slightly negligent breaches of non-essential contractual obligations. In the case of slight negligence regarding essential contractual obligations, liability is limited to the typical foreseeable damage.
In the case of grossly negligent breach of non-essential obligations, liability is likewise limited to typical foreseeable damage.
For slightly negligent delay, our liability is limited to 5% of the agreed net price.
Otherwise, our liability is not limited.
Essential contractual obligations are those enabling the proper performance of the contract and on whose compliance the purchaser may rely.
(3) Except in cases of intent, gross negligence or breach of essential contractual obligations, our liability is limited to three times the order value.
(4) The limitation of liability does not apply in cases of injury to life, body or health. It also does not apply to claims under the Product Liability Act.
§8 Retention of Title
(1) We retain title to the goods until receipt of all payments under the delivery contract. In case of breach of contract by the purchaser, particularly payment default, we are entitled to reclaim the goods. Reclaiming the goods does not constitute withdrawal from the contract unless expressly declared in writing. Seizure of the goods always constitutes withdrawal. After reclaiming the goods, we are entitled to realize them; proceeds are credited to the purchaser’s liabilities minus reasonable realization costs.
(2) The purchaser must treat the goods with due care and in particular insure them at replacement value against fire, water and theft at its own expense. If maintenance or inspection work is required, the purchaser must perform such work timely and at its own expense.
(3) In the event of seizure or other third-party intervention, the purchaser must notify us immediately in writing so that we can bring an action under Section 771 ZPO. If the third party is unable to reimburse judicial and extrajudicial costs, the purchaser is liable for the loss incurred.
(4) The purchaser is entitled to resell the goods in the ordinary course of business; however, the purchaser already assigns to us all claims arising from such resale against its customers or third parties in the amount of the final invoice value (including VAT), irrespective of whether the goods were resold without or after processing. The purchaser remains authorized to collect the claims even after assignment. Our right to collect remains unaffected; however, we undertake not to collect the claims as long as the purchaser meets its payment obligations, does not fall into default and no petition for insolvency is filed. If such circumstances arise, the purchaser must disclose the assigned claims and debtors, provide documentation and notify debtors of the assignment.
(5) Processing or transformation of the goods is carried out for us. If processed with other items not belonging to us, we acquire co-ownership of the new item proportionate to the value of our goods to the other items at the time of processing. The same applies to items created by processing.
(7) The purchaser also assigns to us claims arising against third parties from the attachment of the goods to real property.
§9 Place of Jurisdiction – Place of Performance
(1) If the purchaser is a merchant, our registered office is the place of jurisdiction; however, we may also sue the purchaser at its domicile.
(2) German law applies; the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
(3) Unless otherwise stated in the order confirmation, our registered office is the place of performance.
Status: 25 November 2025
B. Special Conditions for the Processing of Material Owned by the Purchaser
§1 Condition of the Material
(1) The purchaser shall ensure that the material provided for processing is fully suitable for processing. The purchaser must in particular ensure that the material shows no contamination, rust or damage, and that it complies with drawings and defined tolerances. We point out that contamination (notably emulsions, lubricants, residues of prior machining steps, non-soluble greases, etc.) may lead to defective processing results.
(2) We inform the purchaser that prior to processing, unless otherwise agreed, we can only perform a sample-based visual inspection. If non-detected contamination leads to processing issues, we will notify the purchaser without delay and cease further processing if such problems are identified during the processing steps. Resulting delays in performance are not attributable to us. We likewise assume no liability for resulting damage to the product, sorting and administrative costs or other consequential costs (e.g. installation/removal costs, recall costs).
(3) Costs for sorting due to defects in materials and semi-finished goods not attributable to us are borne by the purchaser. In case sorting is required, we will notify the purchaser immediately. The same applies to costs of processing defective material when its unsuitability could not be detected.
§2 Notes on Performance of Services
(1) We are certified according to DIN EN ISO 9001. Any additional quality standards must be requested in writing by the purchaser and agreed as necessary.
(3) We point out that a minor scrap rate, depending on the product and required drawing specifications, is technically unavoidable and common.
§3 Purchaser’s Rights in Case of Defects
(1) Claims for defects require that the processing performed by us does not possess the contractually agreed characteristics or that the processed material is unsuitable for the intended use under the contract or for customary use. We are not liable for defects caused by improper condition of the material provided by the purchaser (cf. Section IV above).
(2) For justified notices of defects, we have the right to rework within a reasonable time. If rework fails, the purchaser may reduce the price or, if the processed items cannot be reasonably used, withdraw from the contract. Additionally, the purchaser may claim damages or reimbursement of expenses where applicable.
Claims for expenses necessary for rework—notably transport, travel, labor and material costs—are excluded insofar as such costs increase because the processed items were subsequently moved by the purchaser or a third party to a location other than the purchaser’s place of business, unless such relocation is consistent with normal use or was disclosed to us at contract conclusion.
Transport costs arising in connection with subsequent performance shall be borne by the purchaser.
(4) Claims for defects expire after 12 months, starting from delivery of the items.
(5) Claims for damages due to defects are limited as follows:
We are not liable for slightly negligent breaches of non-essential contractual obligations.
Liability for consequential damages caused by defects is excluded except in cases of intent, gross negligence or breach of essential contractual obligations.
Where we are liable, liability is limited to foreseeable damages not attributable to extraordinary circumstances.
Essential contractual obligations are those whose fulfillment enables the proper execution of the contract and on which the purchaser may rely.
These provisions do not entail a reversal of the burden of proof.
Except in cases of intent, gross negligence or breach of essential contractual obligations, our liability is limited to three times the order value.
(6) The above limitations do not apply to claims for bodily injury, damage to health or loss of life of the purchaser or its vicarious agents. Claims under the Product Liability Act, from guarantees issued by us, or from fraudulent concealment of defects remain unaffected; statutory limitation periods apply.
§4 Insurance
(1) We will insure the goods in accordance with the value specifications provided by the purchaser and against typical risks (fire, water damage, theft, etc.).
(2) We do not assume liability for damage to material provided for processing or already processed if the purchaser delivers the goods before the agreed date or collects them after the agreed date (notice of readiness for shipment). This applies especially to any corrosion occurring.
§5 Lien, Set-off
(1) We have a lien on the goods provided and processed by us until all claims against the purchaser have been fully satisfied.
(2) The purchaser may set off our claims only with claims that are acknowledged, undisputed or legally established.
