Translated Version. In doubt the German version shall prevail

I. General

Business relations with us are always subject to the following terms and conditions. By concluding a purchase agreement or placing an order, the buyer acknowledges the validity of the following provisions and agrees to them. Our terms apply to all current and future transactions between us and the buyer. Deviating purchasing conditions or confirmations that we do not explicitly acknowledge in writing are not binding for us. They do not become part of the contract, even through our silence or by delivering the goods.

II. Offers and Contract Formation

1. Our offers, whether in writing, orally, or via the internet, are always non-binding and without obligation; we reserve the right to intermediate sales of the offered goods and services until the final conclusion of the contract. No claims for fulfillment can be derived from this. We retain ownership and copyright of cost estimates, drawings, and other documents; they must be treated confidentially, may only be made accessible to third parties with written permission, and must be returned immediately upon request if the order is not placed. Offers are generally provided free of charge.
2. We are not obligated to verify the accuracy of the information provided to us by the buyer or third parties and the documents made available. By accepting our order confirmation, the buyer assumes liability for the accuracy of their order and is fully bound by its content. Any guarantees that we are to provide at the time of concluding the contract, beyond the warranty rights specified in Section VII, require explicit written confirmation as a “guarantee.”
3. Contracts are only concluded when we have accepted orders received in writing, confirmed acceptance declarations received in writing, or delivered the delivery items or services ordered by the customer. This also applies to supplements or amendments to contracts. The written form requirement is also met when statements are sent via fax or email.
4. In the case of selling imported goods, the conclusion of the contract is subject to the condition that any necessary export or import licenses are granted to us. If the relevant permits are not obtained, we are not bound to the conclusion of the contract.
5. We are not obligated to keep goods purchased on call in stock. The buyer must therefore grant us a reasonable delivery period. If the buyer does not call off the goods within one year of the date of our order confirmation, we are entitled to refuse delivery of the goods not yet called off and to demand immediate payment of the outstanding purchase price, less the expenses saved by us.

III. Prices and Delivery Weight

1. Unless otherwise agreed, all prices are net fixed prices in euros FCA, Konstantinstraße 365 in 41238 Mönchengladbach, Germany, excluding packaging and transport as well as VAT at the respective statutory rate.
2. Import duties and public charges that are newly introduced or increased by legal measures after the date of contract conclusion shall be borne by the buyer.
3. The shipping weight of the goods, determined by us or our agent at the shipping location, is decisive for calculating the prices.
4. Deviations in dimensions, weight, and quantity are permissible according to the applicable standard (+/- 10%). Weights are determined on calibrated scales and are decisive for invoicing by weight. Unless individual weighing is customary, the total weight of the shipment shall apply.
5. If the purchase price is expressed in a currency other than euros, payment may still be made in euros unless payment in the other currency is expressly agreed. The exchange rate applicable at the time of payment at the place of payment shall apply for the conversion of the purchase price.

IV. Delivery and Delivery Time

1. Unless another delivery modality has been agreed, delivery of the goods shall take place FCA Konstantinstraße 365; 41238 Mönchengladbach, Germany; Incoterms® 2020.
2. Delivery periods begin on the date of contract conclusion as per Section II. The delivery times confirmed by us are non-binding and without obligation. They apply to deliveries ex-works of the manufacturer or ex-works. Compliance with the delivery period requires the timely receipt of all documents, materials, approvals, and obligations to be provided by the buyer, as well as adherence to the agreed payment terms. Any delays shall result in a corresponding extension of the delivery period.
3. If performance becomes temporarily impossible or more difficult for us due to force majeure or other extraordinary and unavoidable circumstances, the agreed performance period shall be extended by the duration of this impediment to performance; the same applies to any deadline or grace period set by the buyer for performance. Before the extended performance period has expired, the buyer is neither entitled to withdraw from the contract nor to claim damages. If the impediment of performance lasts longer than 2 months, both the buyer and we are entitled to withdraw from the part of the contract not yet fulfilled. If the buyer is contractually entitled to withdraw without setting a grace period, this right remains unaffected. Events of force majeure include, in particular, pandemics, natural disasters, war, warlike conditions, import and export bans, and blockades. Other extraordinary and unavoidable circumstances include transport disruptions, operational disturbances, shortages of raw materials and supplies, and labor disputes, even if these occur at our suppliers. We will inform the buyer of the beginning and end of such hindrances.
4. If the buyer is in default of payment for a previous delivery, we are entitled to withhold further deliveries without being liable for any resulting damages. If the buyer exceeds their credit limit maintained with us through their call-off, we are also released from our delivery obligation without liability for damages.
5. We are entitled to make partial deliveries and provide partial services.

V. Place of Performance and Transfer of Risk / Shipping / Packaging

1. The place of performance for deliveries and services is our facility in Mönchengladbach, Germany.
2. Shipping is generally carried out at the buyer’s expense and risk. If no specific shipping instructions are provided to us by the time the goods are ready for dispatch, we will determine the type and route of transport as the buyer’s agent.
3. The risk shall transfer to the buyer no later than when the goods are loaded onto the transport vehicle. If delivery of the goods is replaced by notification of readiness for dispatch, the risk of accidental loss or accidental deterioration of the goods transfers to the buyer three working days after the notification of readiness for dispatch has been sent.
4. If shipping or delivery is delayed at the buyer’s request, storage fees amounting to 1.5% of the invoice amount per month or part thereof may be charged to the buyer, starting one month after notification of readiness for dispatch.
5. If the loading or transportation of the goods is delayed for reasons attributable to the buyer, we are entitled, at the buyer’s expense and risk, to store the goods at our reasonable discretion, take all measures necessary to preserve the goods, and invoice the goods as delivered. The same applies if goods reported as ready for dispatch are not called off within four days. The statutory provisions regarding default of acceptance remain unaffected.
6. Where customary in trade, we deliver the goods packaged. The costs shall be borne by the buyer. Packaging, protective materials, and transport aids will not be taken back to the extent legally permissible, except for deposit, loading, and transport means. Any packaging or additional special protection beyond the purpose of transport requires an explicit agreement.
7. In the event of transport damage, the buyer must immediately arrange for an official report with the relevant authorities.
8. The arrangement of transport or other insurance lies solely within the responsibility of the buyer.

VI. Quality Management

1. The buyer will be informed by us in a timely manner and in writing of any intended changes to the manufacturing processes, raw materials, or other materials for the goods, procedures and facilities for inspecting the goods, or other quality assurance measures.
2. We hereby agree to the conduct of a quality audit regarding the products to be delivered. A date must be arranged in advance.

VII. Warranty

1. The buyer must promptly inspect the received delivery and services upon arrival for quantity, condition, and guaranteed properties, and report any defects to us without delay. If no complaint is made within a period of eight (8) days after receipt, the delivery is deemed to be free of defects and accepted as contractually compliant. If the goods are consumed, mixed, or resold by the buyer, this constitutes unconditional approval of the conformity of the delivered goods. Defects that are not immediately recognizable are deemed approved if they are not reported immediately after their discovery, but no later than three months after delivery.
2. Deviations in dimensions within the scope of the applicable specifications are permissible and do not constitute a defect.
3. The buyer cannot derive any warranty rights or claims for damages from defects or damages caused by improper or unsuitable use, faulty assembly or commissioning by the buyer or third parties, natural wear and tear, improper or negligent handling, unsuitable operating materials, or defective construction work.
4. If the goods are defective and are not deemed approved, the buyer may initially only demand subsequent performance alone. This shall be carried out, at our discretion, either through repair or delivery of defect-free goods, provided that one type of subsequent performance is not obviously unsuitable or unreasonable for the buyer. A deadline set by the buyer for subsequent performance is only reasonable if it is at least four weeks. The deadline must be set in writing.
5. If the repair fails or we refuse the repair, the buyer may, in accordance with statutory provisions, withdraw from the contract due to the defect existing at the time of the transfer of risk, reduce the purchase price, or – under the further conditions of the following Clause VIII – claim damages.
6. The limitation period for all of the buyer’s rights due to a defect in the delivered goods is one year, unless a longer or shorter period has been agreed upon in the order. This does not apply in cases of intent or for claims for damages arising from injury to life, body, or health.
7. If goods are returned unjustifiably, the buyer must reimburse us for the reasonable costs of inspection and return.

VIII. Liability

1. We are fully liable under statutory provisions for intentional or grossly negligent breaches of duty as well as for damages arising from injury to life, body, or health. Otherwise, we are only liable if the breached contractual obligation is essential to achieving the purpose of the contract, and liability is limited to the typically foreseeable damage.
2. Our liability is excluded for damages (i) caused to other property of the buyer by the goods delivered by us, (ii) for damages to products manufactured by the buyer or to products in which the products manufactured by the buyer form a part, and (iii) for damages to third parties caused by goods delivered by us as part of the product manufactured by the buyer. Under no circumstances are we liable for consequential damages, loss of profits, or any other pecuniary loss.
3. This limitation of liability applies correspondingly to other claims for damages that are not contractual, particularly claims arising from tort, except for claims under the Product Liability Act. This also applies to the benefit of our employees, workers, staff, representatives, and agents.

IX. Retention of Title and Extended Lien

1. Our deliveries are made exclusively under retention of title. Ownership is only transferred to the buyer once they have fully settled all obligations arising from our business relationship. This also applies if the purchase price for specific deliveries of goods designated by the buyer has been paid.
2. In the case of a current account, the reserved ownership serves as security for our balance claims. The processing or treatment of goods delivered by us, which are still under our ownership, is always carried out on our behalf without creating any obligations for us. If the goods delivered by us are mixed or combined with other objects, the buyer hereby assigns to us their ownership or co-ownership rights in the mixed inventory or the new object up to the value of our reserved goods and stores them with commercial care on our behalf. The buyer is entitled to resell or use the delivered goods in the ordinary course of business. Pledging or transferring ownership as security is prohibited. The buyer must notify us immediately of any seizure or any other impairment of our rights by third parties.
3. If the buyer resells the goods delivered by us – regardless of their condition or whether alone or together with other goods – they hereby assign to us, until full settlement of all our claims, any claims arising from the resale to their customers, including all ancillary rights, up to the value of the invoice amount of our reserved goods. At our request, the buyer is obligated to notify the sub-buyers of the assignment and provide us with the information and documents necessary to enforce our rights against the sub-buyers. The buyer must not make any contractual agreements with their customers that limit our rights. If the value of the security provided to us exceeds our delivery claims by more than 20% in total, we are obligated to reassign the excess amount at the buyer’s request. The buyer is authorized to collect the assigned claims. However, we reserve the right to revoke this authorization at any time.
4. We are entitled to a contractual lien on the object of the order due to claims arising from the order. If we exercise our right to sell the pledged items in our possession, it is sufficient to send a written notice of the intention to sell to the buyer’s last known address, provided a new address cannot be obtained from the local registration office.

X. Prices, Payment Terms, and Default of Payment

1. Unless otherwise agreed, our invoices are to be settled within 30 days net or within 8 days with a 2% discount after receipt. Upon the expiry of the payment period, the buyer is in default. The invoice is deemed to have been received by the buyer no later than two days after being dispatched by us.
2. If it has been agreed that the goods are to be released for shipment by the buyer within a specific period after our notification of readiness for dispatch (call-off), we are entitled to invoice the goods from the time of dispatch readiness.
3. Unless otherwise stated in the order confirmation, our prices are FCA Incoterms® 2020, i.e., excluding packaging. Packaging will be invoiced separately. Even in the case of delivery with a C- or D-clause under Incoterms® 2020, the associated transport costs may be charged to the customer if agreed.
4. The customer is obligated to pay the purchase price as well as any packaging and transport costs by the date specified in the written order confirmation or, if no such date is specified, upon issuance of the invoice, to the account designated by us free of charge and expenses. The timeliness of the payment under Paragraph 1 is determined by the receipt of the payment in our account. The agreed price covers our obligations excluding packaging. The statutory VAT will be calculated separately and must be paid by the customer in addition.
5. All payments due must be made immediately upon receipt of the invoice without any deductions unless otherwise agreed. Based on specific payment experiences or in the case of new customers, we reserve the right to make deliveries against advance payment only.
6. Deliveries on account are only possible after a written order with a complete postal address and telephone number sent to our company address or by fax – each with a valid signature from the buyer.
7. The buyer may only assert a right of retention if it is based on the same contractual relationship. The buyer is only entitled to set-off claims if we have acknowledged the counterclaim or it has been legally established. Payments to employees or representatives are only valid if they are authorized to receive payments.
8. If circumstances become known after the conclusion of the contract that raise serious doubts about the buyer’s ability to pay (e.g., payment default, non-timely redemption of bills of exchange/checks), we are entitled to refuse delivery and performance until the buyer has provided the counter-performance.
9. If the buyer defaults on the payment of an invoice, all outstanding claims against them become immediately due. Payment default occurs upon the due date of the claims without requiring an additional reminder. The purchase price will be subject to interest at the applicable statutory default interest rate during the delay. The assertion of further damages due to default is expressly reserved. For merchants, our claim to commercial maturity interest under §§ 353, 288 Paragraph 2 HGB (German Commercial Code) remains unaffected.
10. In addition to a claim for the payment of default interest, we reserve the right to charge a default fee of €40 from the first reminder pursuant to § 288 Paragraph 5 BGB (German Civil Code).

XI. Special Conditions for Aerospace

For all deliveries commissioned by us, which are to be further processed or distributed for end products in the aerospace target market, the following special (purchasing) conditions apply:

1. The relevant manufacturer and quality certificates must be included with every delivery.
2. The supplier must grant us, our customers, and regulatory authorities the right to access their premises, the product, and/or relevant quality records at any time to verify the quality of the products or the work. The right of access is limited to the products and documents related to orders placed with us or completed with us.
3. All purchasing requirements also apply to subcontractors or sub-suppliers of our suppliers. The supplier is responsible for ensuring compliance.
4. The supplier must immediately notify us of unexpected deviations, non-conformities, changes to the product and/or process, supplier changes, and/or changes to the production site. Such changes or incidents require our approval before order fulfillment may continue.
5. The supplier confirms that they will take appropriate corrective measures if we submit complaints or defect reports to them.
6. All records (documents) related to the manufacturing, inspection, or testing of the products must be archived for at least 10 years. Before this period expires and before records are destroyed, we must be informed. If necessary, we can request the release of these documents prior to planned destruction.
7. The supplier confirms awareness of the prevention of counterfeit or suspect products within their company and compliance with quality and safety standards.
8. The supplier shall comply with all “Global Ethics Principles of the Aerospace and Defense Industry,” including those of the Aerospace Industries Association of America (AIA) and the AeroSpace and Defence Industries Association of Europe (ASD). The principles can be accessed at the following link: http://asd-europe.org/sectors-policies/business-ethics.

XII. Place of Jurisdiction and Legal Validity

1. The place of jurisdiction and performance for all claims arising from the contractual relationship is Mönchengladbach, Germany.
2. The law of the Federal Republic of Germany applies. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. We reserve the right to secure claims arising from the business relationship through credit insurance and to transmit the necessary data of the purchaser to the insurer.
4. Should any of these terms – for any reason – not apply, the validity of the remaining terms shall not be affected.

XIII. Miscellaneous

1. Subject to § 354 lit. a HGB, the customer is not entitled to assign their rights arising from the concluded contract and these terms and conditions of delivery and performance to a third party without our prior written consent.
2. To comply with the written form requirement, neither a handwritten signature nor an electronic signature is required. Communications via fax, email, or other forms of text as per § 126 lit. b BGB are sufficient to meet the written form requirement under these terms and conditions of delivery and performance.
3. The personal data necessary for business transactions will be stored and treated confidentially in compliance with applicable data protection regulations.

HWN Titan GmbH
Konstantinstraße 365
41238 Mönchengladbach
Germany

Mönchengladbach, as of January 2025

In case of discrepancies or inconsistencies between the German “Allgemeine Liefer- und Leistungsbedingungen” and this translated version, the German version shall prevail.