General terms of payment and delivery
1. General information
1.1 The following terms apply to all our offers, sales, deliveries and services, and form the contents of the contract. They do not apply if our contractual partner is a private individual and is not acting in a professional or commercial capacity. They also apply to any future business relationships, even if they are not expressly agreed upon again.
1.2 We hereby expressly object to any deviating or additional general terms and conditions of the buyer. They also do not apply if the buyer has used them as a basis for the purchase order or other declaration.
2. Offers and orders
2.1 Our offers are subject to confirmation insofar as they are not expressly stated as binding in writing. A contract therefore becomes effective only with our confirmation of the order or the delivery of the goods. All the offers are subject to confirmation with regard to prices and delivery options, subject to prior sale.
2.2 Dimensions, weights, illustrations, drawings and other documents, which form a part of our non-binding offers, shall remain our property and are only indicative. They may become a binding component of the contract only with our express confirmation in writing.
3. Doubtful solvency
3.1 If, after the conclusion of the contract, we become aware of circumstances which raise doubts about the buyer's solvency, we may make further deliveries conditional upon an advance payment for the goods by the buyer. We may set a reasonable time limit for the advance payment of the goods by the buyer and we may withdraw from the contract if we do not receive the payment within the stipulated time limit; the buyer may provide surety in the form of a bank guarantee in lieu of the advance payment. If we have already delivered the goods, the purchase price shall immediately become due in full, irrespective of the agreed time limits.
3.2 Doubts about the solvency of the buyer arise if, among other things, a request for the opening of insolvency proceedings against the assets of the buyer was lodged or if the buyer has not made the payments to us or third parties on time.
4.1 Our prices apply ex works, exclusive of packaging, shipping, insurance, customs and additional customs costs. Any deviating agreements may be made with the buyer. The goods are shipped at the account and risk of the purchaser. The value added tax legally due shall be added separately to the prices.
4.3 If more than 4 months have passed between the date of the conclusion of the contract and the date of the delivery without this being due to a delay in delivery for which we are responsible and if our valid price list has changed in this period, we may charge the list price applicable on the date of the delivery instead of the agreed purchase price. We shall send the buyer an amended order confirmation prior to the delivery. In this case, the buyer may cancel the purchase order for the goods for which the price has been increased. The buyer must clarify the cancellation in writing no later than the 2nd working day of the receipt of the separate order confirmation.
5. Delivery time
5.1 All the stated delivery dates are non-binding and are deemed to be only approximate insofar as we have not expressly designated them as binding. In case of non-binding delivery dates, a delivery within 14 days of the stipulated delivery time is deemed to be on time in any case.
5.2 If we are culpably unable to comply with an expressly agreed time limit or are in default for other reasons, the buyer shall grant us a reasonable extension starting with the confirmed and binding delivery date. In the event of a failure to meet this extension period, the buyer is entitled to withdraw from the contract.
5.3 If it is temporarily impossible or exceedingly difficult for us to provide the service in part or in full due to force majeure or other exceptional circumstances beyond our control, then the agreed delivery time is extended by the duration of the impediment. The same applies to a statutory time limit or a time limit set by the purchaser to provide the service, particularly with regard to extension periods in the event of default.
5.4 Prior to the expiry of the delivery date or the performance period extended in accordance with § Paragraph 3, the buyer is not entitled to withdraw from the contract or to claim damages. If the impediment to performance lasts longer than 4 weeks, both the buyer and we are entitled to withdraw from the contract, insofar as the contract has not yet been performed. If the buyer is contractually or legally entitled to withdraw from the contract (for example, due to loss of interest) without setting an extension period, this right remains unaffected.
5.5 In the event of any delay in delivery, unless caused by intent or gross negligence, claims for damages of any kind are excluded.
6.1 Goods are shipped at the expense of the buyer. The risk is transferred to the buyer with the loading of the goods, even if a carriage-paid delivery has been agreed. We are not obliged to provide transport insurance.
6.2 Unless otherwise expressly agreed in writing, we are entitled to make partial deliveries to a reasonable extent, which shall be charged individually.
7.1 Unless otherwise agreed, our invoices shall be paid in full within 30 days of the date of invoice.
7.2 The buyer shall also be in default without a reminder from us if the purchase price is not paid within 8 days of the due date and receipt of the invoice or an equivalent payment schedule.
7.3 If the buyer is in default of a payment, all the payment obligations of the buyer under the business relationship with us are due immediately, including those for which bills of exchange have been given. In this case, we are entitled to charge interest from the relevant date in the amount determined by law. The right of the seller to provide proof of greater damage remains unaffected.
7.4 Bills of exchange and cheques are accepted only on account of performance after prior agreement and without the provision of a cash discount in case of discountability. Payments in cheques/bills of exchange are also accepted only on account of performance. The purchase price claim lapses only after full discharge of the bill. Charges for bills of exchange and discounts are invoiced separately and shall be paid in full immediately.
7.5 Even if notices of defects or counterclaims are asserted, the buyer is entitled to set-off only if the counterclaims are legally established, acknowledged by the seller or are uncontested. The buyer is entitled to exercise a right of retention only if the counterclaim is based on the same purchase contract.
The place of warranty is the company headquarters.
8.1 The buyer must examine the received goods for completeness, damages suffered in transit, apparent defects, nature and their characteristics. Any apparent defects must be notified to us in writing by the buyer within 1 week of the delivery of the subject of the contract. The warranty claims lapse after two years of the delivery of the goods.
8.2 The warranty period for electrical and pneumatic cutter drives is 1 year, that for repaired parts is 6 months.
8.3 We are not obliged to provide warranty if the buyer has not notified an apparent defect in writing in a timely manner. The buyer must grant us a reasonable period for supplementary performance for each individual defect.
8.4 Regardless of the legal nature of the asserted claim - we are liable only for damages caused by intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. However, unless we acted deliberately, our liability is limited to foreseeable, typically occurring damages.
8.5 We are also liable in accordance with provisions laid down in the law, insofar as we culpably violate an essential contractual obligation. In this case, too, our liability is limited to foreseeable, typically occurring damages.
8.6 The liability for culpable injury to life, body and health remains unaffected.
8.7 Unless otherwise specified above, our liability is excluded.
9. Reservation of title
9.1 We retain the title to the goods (reserved goods) until receipt of all the payments from the purchase contract. The delivered goods become property of the buyer only if the buyer has fulfilled all the obligations arising from the business relationship, including ancillary claims, claims for damages and discharge of cheques and bills of exchange. In case of the check-bill of exchange procedure, the reservation of title in all its forms stated here does not lapse with the payment by cheque, but only with the discharge of the bill of exchange.
9.2 The buyer must inform us immediately in writing of any access by third parties, in particular of foreclosure actions and other impairments to the ownership. The buyer must compensate us for any damages and costs incurred through a violation of this obligation and through necessary protective measures against access by third parties.
9.3 If the buyer does not meet the payment obligation despite a reminder from us, we may demand the release of the reserved goods still in the buyer's ownership without setting a time limit beforehand. The transportation charges thus incurred are charged to the buyer. The seizure of the reserved goods by us always constitutes a withdrawal from the contract. We are entitled to dispose the reserved goods after their retention. The proceeds from the disposal are set off against our outstanding claims.
10. Place of fulfilment
The place of fulfilment for payments is the place of dispatch.
11. Data processing
The buyer agrees that we may process data about the buyer obtained in connection with the business relationship in compliance with the Federal Data Protection Act (Bundesdatenschutzgesetz) in order to fulfil our own business purposes, and in particular store or send the data to a credit reporting agency, insofar as this is done within the framework of the purpose of the contract or is necessary to safeguard our legitimate interests and there are no grounds for assuming that the interests of the buyer, which are worth being protected override the exclusion of the processing, in particular the transmission, of this data.
12. Jurisdiction and applicable law
12.1 The law of the Federal Republic of Germany applies to the contractual relationship between the buyer and us, even if the buyer's place of residence or business is abroad. The enforcement of the Uniform Law on the International Sale of Goods and the Law on the Formation of Contracts for the International Sale of Goods is excluded.
12.2 The buyer is not entitled to assign claims under the purchase contract without the consent of the seller.
If the buyer is a merchant, legal person governed by public law or a special entity governed by public law, then the place of jurisdiction for both parties - even disputes on bills of exchange and cheques - is the company location. However, we are also entitled to sue the buyer at the buyer's place of general jurisdiction.
Status: January 2020