General Terms and Conditions

§1 General

1.1 The following contract conditions apply for all contracts, deliveries and other services insofar as they are not changed or excluded with the express written agreement of the contractor. Agreements deviating from these terms and conditions must be included in the written order confirmation. Our offers are non-binding, unless a temporary commitment arises from the text of the offer.

1.2 Conflicting general terms and conditions of the purchaser will not become part of the contract even if the contractor does not expressly contradict them.

§2 Offers and conclusion of contract

2.1 Offers included in brochures, ads etc. are always subject to confirmation and non-binding - also with regard to the pricing.

2.2 Additional agreements, changes, additions and / or other deviations from the written order confirmation require a written confirmation.

2.3 The pictures, drawings, weights and measurements listed in the documents pertaining to a non-binding offer of the contractor are only approximate and are binding only in the cases, in which the contractor has expressly designated them as binding.

2.4 The offer documents, drawings and descriptions, samples and quotations are the property of the contractor and may be neither passed on, published, copied nor in any other manner disclosed to third parties without his permission. The documentation and drawings are to be returned to the contractor at his request without the retention of any copies.

2.5 The customer bears sole responsibility for the documents to be provided by him, including drawings, models, samples and other documents. In addition, the customer shall ensure that the execution plans provided by him do not violate the rights of third parties. Any liability of the contractor is eliminated in this respect.

2.6 Samples of the items to be manufactured will only be delivered against a corresponding amount to be determined in individual cases. Also any special trials with own tools and machines will be at the customer's expense.

2.7 Cost estimates will only be drawn up at the express request of the customer. If an ongoing business relationship exists between the customer and the contractor, for which these terms and conditions apply, then the creation of a cost estimate shall only be paid for in cases where the machining order is not placed despite creation of the cost estimate.

§3 Scope of delivery

3.1 The scope of delivery conforms to the written order confirmation of the contractor. If there is no written confirmation of the order, the scope of delivery is determined according to the details, which the contractor has negotiated in his offer to the customer, insofar as the customer has accepted this offer.

3.2 If special tools are ordered, quantity deviations are permissible to a reasonable extent. Over- or under-delivery are, unless otherwise agreed, at 1 to 2 pieces or 10% per position quantity. In the event of quantity discrepancies, the calculation basis is the quantity actually delivered.

§4 Terms of delivery

 4.1 Delivery dates are subject to correct and timely delivery by our suppliers, unless a delivery date has been confirmed in writing by the contractor. If a delay in delivery is likely, the contractor shall inform the customer of this immediately after obtaining knowledge.

4.2 Delivery delays, which are the responsibility neither of the contractor nor his sub-suppliers, do not cause the contractor to be in default. Something else may apply only in cases where the contractor expressly issued a guarantee for delivery on a specific date.

4.3 The delivery period is extended upon the occurrence of unforeseen circumstances which are beyond the control of the contractor or his agents or suppliers and sub-suppliers, as far as these obstacles provably have influence on the production and delivery of the item. In particular, the delivery period is extended on the basis of problems due to legitimate industrial action (strike, lock-out), as well as for missing delivery of raw materials and semi-finished products essential for the production. The contractor shall in principle inform the customer of the beginning and end of such hindrances, as soon as he becomes aware of the hindrance. The customer may demand a declaration from the contractor regarding whether he can deliver within a reasonable period of time.

4.4 Likewise the delivery period can be extended if after conclusion of the contract a change in the technical details was made by the customer, thus requiring an extension of the production time.

4.5 If the delivery at the express request of the customer should not take place until a later time, then the contractor is entitled at that time and upon fruitless expiration of a reasonable respite set by him for the delivery to the customer, to otherwise use the delivery article and supply the customer with a new equivalent article within an appropriate period.

4.6 Partial deliveries are possible to a reasonable extent, if these are not worthless for the customer.

§5 Shipping and transfer of risk

5.1 Unless special agreements were made, the choice of shipping method and shipping means is left to the contractor.

5.2 The goods are insured at the request and expense of the customer.

5.3 The risk passes to the purchaser as soon as the shipment has been handed over to the person carrying out transport (forwarding agent, freight carrier) or has left the factory or warehouse of the contractor for the purpose of sending.

5.4 If shipping is delayed as a result of circumstances for which the customer is responsible, then the risk is transferred to the customer from the date of the shipping offer.

§6 Prices

6.1 The prices do not include statutory VAT. This is calculated and listed separately.

6.2 All invoice amounts are payable, unless otherwise agreed, 30 days after the invoice date without deduction. Receipt of the corresponding payment to the account specified by the entrepreneur for payment is decisive. The remuneration for the creation of cost estimates is due upon receipt of the invoice without deduction.

6.3 For payment in cash, by cheque or bank transfer within 8 days from the date of the invoice, a discount of 2% shall be granted. This does not apply to the payment of pure contract work in cases where the customer is already in default with the payment of previous deliveries.

6.4 Requirements and amount of interest vary according to the statutory regulations and our factoring.

6.5 The contractor can declare offsetting of undisputed or legally established claims of the purchaser against open receivables from the customer or alternatively offset these claims.

6.6 The minimum net contract value is € 50.-. The minimum net invoice value amounts to € 100.-. The surcharge for invoicing for under € 100.- net value amounts to € 25.- per invoice after the expiration of 6 weeks with no follow-up orders. If the net order value is below € 50.-, an order is only accepted against immediate cash payment and payment in advance and created in the form of a simple receipt.    

§7 Reservation of proprietary rights

7.1 Until fulfilment of all claims to which the contractor is entitled for any legal reason against the customer, the contractor reserves the proprietary rights to the delivered items (reserved goods).

7.2 If the customer is in default of payment, the contractor shall be entitled according to the requirements of §§ 346, 323, 324 BGB to withdraw and to reclaim the goods. In the case of explicit suspension of payments by the customer, the contractor may also withdraw without giving notice.

7.3 The customer is entitled with the expressly stated permission of the contractor, to resell the goods within the context of proper administration of business. It is irrelevant in this context, whether the reserved goods will be sold without or after processing. In the case of resale, the claims of the customer against the third party recipient from the sale of the items supplied by the contractor will hereby be assigned to the contractor, whereby however the customer remains entitled despite the assignment to collect the receivables for the contractor. However, the customer despite the authorisation to collect the assigned claims remains obligated immediately to forward to the contractor the payments received from the third party. If the customer does not fulfil this obligation for proper forwarding of payments, the authorisation to collect granted to him shall be cancelled. In addition the entire right to resell in the ordinary course of business shall be cancelled, if the customer explicitly suspends his payments to the contractor. The customer is obligated upon the request of the contractor, to inform the contractor about the assigned claims and their debtors as well as all details necessary for the collection of the claims and to hand over the pertinent documents to the contractor. In addition the customer shall inform the third party of the assignation.

7.4 If the value of the collateral existing for the contractor in accordance with the foregoing provisions exceeds the value of receivables of the contractor - not just temporarily - by a total of more than 20%, the contractor is obligated to the corresponding release of collateral of his choice upon request of the customer.

7.5 Except under the above conditions, the customer is not entitled to sell, give away, pledge or assign as collateral goods delivered to him under reservation of ownership. If nevertheless a garnishment, seizure, or other third party order regarding the reserved goods should take place, the customer shall inform the contractor without delay.

§8 Warranty

8.1 The customer is obligated as a businessman to examine the supplied commodity for defects immediately after arrival. Obvious defects are to be raised in writing within 14 days starting from delivery of the commodity with exact identification of the defect. Hidden defects arising later are to be raised within 14 days starting from their discovery.

8.2 In the case of defects, the contractor may choose between removal of the defect (repair) or replacement at his discretion. In addition the customer shall as far as necessary make available to the contractor the article in question or the sample of the article.

8.3 If the contractor lets an appropriate respite period for the removal of the defect elapse without repairing or replacing or however a rework or a repair or replacement is impossible from the beginning, the customer is entitled to the rights in § 634 BGB.

8.4 If the delivery in question is sent back to the contractor for supplementary performance or due to withdrawal from the contract, the delivered article is to be packed professionally by the customer.

8.5 The contractor has no obligation for subsequent performance if the customer or third party has undertaken improper modifications or repair work to the damaged article, which makes subsequent performance impossible. Likewise in these cases the rights in addition to subsequent performance resulting from § 634 BGB expire.

8.6 The warranty periods vary according to statutory regulations.

8.7 In the case of grinding work, hidden defects discovered thereby such as material tension, cracks, breakages, etc. are at the expense of the customer.

8.8 Necessary straightening and resulting fractures or material changes are subject to the risk of the customer and shall be at the cost of the customer.

§9 General limitation of liability - damages

9.1 The liability of the contractor conforms to statutory provisions. Liability is however - for whatever legal reason - excluded in cases where an insignificant breach of duty exists, which was committed neither deliberately nor grossly negligently.

§10 Specific requirements for contracts for the processing of licensed materials

10.1 Materials made available by the customer for processing must be suitable for processing and error-free. In particular, the customer in handing over the materials assures the contractor that the materials supplied by him for processing will withstand the demands occurring during the processing. The contractor has in this regard no obligation to examine the material for its suitability. Therefore, the contractor also does not imply through his acceptance of the material that he considers the material suitable. The contractor also assumes no liability for the behaviour of the licensed material in its processing.

10.2 If the material proves unsuitable during processing, the compensation claim of the contractor for the work already carried out remains unaffected. However, the contractor loses his entitlement to compensation as soon as he has caused the unsuitability of the licensed material through gross negligence or intent.

§11 Court of jurisdiction, applicable law, partial nullity

11.1 The law of the Federal Republic of Germany applies for these terms and conditions and the entire legal relationship between contractor and customer.

11.2 The place of fulfilment for all obligations resulting from the business relationship is the company headquarters of the contractor and for consumer business the domicile of the customer.

11.3 If the customer is not a consumer in the context of § 13 BGB, a legal entity of public law, a special fund under public law or without general area of jurisdiction inland, the company headquarters of the contractor is deemed agreed upon as court of jurisdiction.

11.4 Should a provision in these terms and conditions be or become ineffective, the effectiveness of all other regulations and agreements between contractor and customer is not affected.

 

These general terms and conditions are recommended by:

Professional Association of German Precision Tool Grinders Registered Association.

Copyright of the Professional Association of German Precision Tool Grinders Registered Association.

 

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