The following Terms and Conditions of Sale and Delivery shall apply to all – including future – quotations and orders with companies, legal entities under public law and separate funds under public law for deliveries and other services, including contracts for work and services, contracts for the delivery of fungible and non-fungible goods to be manufactured or produced. Any deviating agreements or conditions of the Customer shall only be valid provided they have been explicitly accepted by the Supplier in writing.
2. Quotation and technical documents
Quotations are generally non-binding. They shall only become binding upon written confirmation of the order by the Supplier. The pictures, drawings and dimensions contained in the quotation are approximations.
3. Order value
The minimum order value for goods and services is €150. If the minimum order value is not reached, a flat fee of €8 per order will be added as a logistics surcharge. Common inserts are supplied exclusively in quantities of ten (10) packaging units (exceptions to this may apply for: thread inserts, CBN/PCD inserts, inserts of larger dimensions with an inner circle of larger than 19 mm).
The Supplier shall endeavour to meet the agreed deadlines whenever possible. Should issues occur that the Supplier cannot prevent despite exercising due care, any liability or claim for damages shall be null and void, irrespective of whether the issues occur at the Supplier’s, at the Customer’s or at a third party’s premises, including but not limited to the result of strike action, lockouts, pandemics, interruption to supply chains, environmental disasters, riots or armed conflict, or similar force majeure, delays in production or transport. Delayed delivery shall not constitute a release from the purchase obligation. Quotations based on inventory levels are subject to prior sale. In the case of custom products, deviations from the agreed delivery quantity of up to plus or minus ten per cent (10%) due to production-related reasons are permitted. The delivered quantity will be invoiced.
The prices quoted are per item and duty is paid ex stock in Germany, plus special packaging, shipping costs and statutory VAT, as well as customs duty outside the EU.
If taxes and other external costs included in the agreed price change later than four (4) weeks after conclusion of the contract or if they are newly incurred, the Supplier shall be entitled to change the price to the corresponding extent.
If the manufacturer increases its prices before the Supplier has delivered, the Supplier shall be entitled to increase the price agreed with the Customer for the goods not yet delivered to the same extent if and to the extent that the Supplier increases its prices in general.
Unless agreed otherwise, invoices shall be payable net within thirty (30) calendar days of the invoice date. In the event of default, the Supplier shall be entitled to charge default interest amounting to the respective costs for short-term bank loans. The due date of the payment shall not be affected.
Unless agreed otherwise or stated in the Supplier’s invoices, payment shall be made immediately after delivery without any discount by means of payment method that enables the Supplier to dispose of the amount on the due date. The Customer shall bear the payment transaction costs. The Customer shall only be entitled to a right of retention and a right of set-off insofar as its counterclaims are undisputed or have been legally established or result from the same contractual relationship (claims for defects or claims for completion costs, for example). Any agreed discount is only applicable to the value of the invoice. The provision of a discount requires that the Customer has settled all due liabilities in full at the time of the discount.
If the payment deadline is exceeded or if the Customer defaults on payment, the Supplier shall charge interest at a rate of eight (8) percentage points above the base rate, unless higher interest rates have been agreed. In addition, the Supplier is entitled to payment of a flat fee of €40. We reserve the right to claim further damages, in particular additional expenses in connection with exchange rate fluctuations and hedging.
If, after the contract is entered into, it becomes apparent that the Supplier’s entitlement to payment is jeopardised by the Customer’s inability to pay, the Supplier shall be entitled to the rights set out under Section 321 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) (‘Defence of uncertainty’). The same shall apply if the commercial credit limit set by the Supplier or its commercial credit insurer is reduced or cancelled or if the Customer defaults on payment of a significant amount or other circumstances arise which indicate a significant deterioration in the Customer’s ability to pay after the contract is entered into. The Supplier shall then also be entitled to call due all accounts receivable not yet due from the current business relationship with the Customer. Furthermore, the defence of uncertainty shall extend to all other outstanding deliveries and services from the business relationship with the Customer.
7. Shipping and transfer of risk
The risk, including the risk of seizure of the goods, shall transfer to the Customer for all transactions, including carriage paid and free deliveries, when the goods are handed over to a forwarder or carrier, but no later than when they leave the warehouse or the supplier plant. The Supplier shall only provide insurance at the instruction and expense of the Customer. The obligation to unload and the costs of unloading shall be borne by the Customer.
Benefit and risk shall transfer to the Customer at the latest upon delivery from the logistics centre or factory; in the event of handover to a forwarder or carrier, the benefit and risk shall transfer at the time of such handover. The forwarder or carrier shall be determined by the Supplier in the absence of timely instructions from the Customer. Insurance against damage or loss will only be taken out at the express request and expense of the Customer.
If, through no fault of the Supplier, transport by the intended route or to the intended place at the intended time becomes impossible or substantially more difficult, the Supplier shall be entitled to deliver by another route or to another place; the Customer shall bear the additional costs incurred.
The Customer shall be given the opportunity to comment beforehand.
8. Complaints and warranty
The Customer must inspect the delivery immediately upon receipt and notify us in writing of any defects within fourteen (14) calendar days after delivery at the latest. The same shall apply to defects or the absence of test certificates, declarations of performance, safety data sheets, lists of substances, CE marks and Ü marks that should be included in the delivery. Defects which cannot be discovered within this period even after performing an extremely thorough inspection must be reported in writing immediately after discovery, at the latest before the expiry of the agreed or statutory limitation period, with any processing ceasing immediately.
After the Customer has accepted the goods as agreed, the notification of material defects that were detectable during the agreed type of acceptance shall be excluded.
In the event of a justified notice of defect within the period, the Supplier may, at its discretion, remedy the defect or deliver a defect-free item (supplementary performance). In the event of failure or refusal of supplementary performance, the Customer may reduce the purchase price or withdraw from the contract after setting and the unsuccessful expiry of a reasonable deadline. If construction work is the subject of liability for defects, the Customer shall only be entitled to the right of reduction. The same shall apply if the goods have already been sold, processed or reshaped.
If the Customer does not immediately give the Supplier the opportunity to confirm the existence of the defect, in particular if the Customer does not immediately make the rejected goods or samples thereof available upon request, all rights due to the material defect shall lapse. The same shall apply in the event of an insignificant reduction in the value or suitability of the goods.
Expenses incurred in connection with the supplementary performance, in particular costs that arise in connection with the installation and removal of the defective item, shall only be borne by the Supplier insofar as they are reasonable in the individual case, in particular in relation to the purchase price of the goods, but in no case in excess of 150 per cent (150%) of the value of the goods. Costs incurred by the Customer due to the Customer itself remedying the defect without the legal requirements for this being met shall be excluded. The Supplier shall not bear any expenses incurred by the fact that the goods sold have been taken to a place other than the Customer’s registered office or branch unless this would be in accordance with their contractual use.
The Customer’s rights of recourse according to Section 478 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) shall remain unaffected.
All further claims including the assertion of damages for defects or consequences of defects shall be excluded.
The Customer shall only be permitted to return the goods within thirty (30) calendar days and after prior written agreement with the Supplier. The Supplier is entitled to not accept returns sent carriage forward and unapproved without such written approval. The goods must be returned in perfect condition and in the undamaged, fully functional original packaging. If the return is not due to the fault of the Supplier, a processing fee of fifteen per cent (15%), but at least a minimum of €15, will be charged.
Returns of custom products are not generally accepted.
Insofar as a goods credit note is granted, the amount of the credit note shall result from the amount of the original invoice/value of goods.
10. Reservation of proprietary rights
All goods delivered shall remain the property of the Supplier (reserved goods) until the claims to which the Supplier is entitled from the respective delivery have been fulfilled. This shall also apply to subsequent conditional claims, such as claims from acceptor’s bills of exchange, as well as if specifically designated claims are settled by effecting payment, and also to any claims made unilaterally by the insolvency administrator by way of choice of performance.
The goods subject to the reservation of proprietary rights shall be processed for the Supplier as manufacturer within the meaning of Section 950 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) without obligating the Supplier. The processed goods shall be deemed to be goods subject to the reservation of proprietary rights within the meaning of this Agreement. Should the Customer process, combine or mix the reserved goods with other goods, the Supplier shall be entitled to co-ownership of the new item in proportion to the invoice value of the reserved goods to the invoice value of the other goods used. If the Supplier ceases to own the item as a result of combining or mixing, the Customer shall immediately transfer the ownership rights to the Supplier to which it is entitled in the new stock or item to the extent of the invoice value of the goods subject to the reservation of proprietary rights and shall hold them in safe custody for the Supplier free of charge. The Supplier’s co-ownership rights shall be deemed to be reserved goods.
If the Customer is in default of payment or does not honour a bill of exchange when due, the Supplier shall be entitled to repossess the reserved goods and, if necessary, to enter the Customer’s business or warehouse for this purpose.
The same shall apply if, after the contract is entered into, it becomes apparent that the Supplier’s entitlement to payment under this or other contracts with the Customer is jeopardised by the Customer’s inability to pay. The repossession of the reserved goods does not constitute a withdrawal from the contract. The Supplier may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the German Insolvency Code (Insolvenzordnung) shall remain unaffected.
The delivered goods shall remain the property of the Supplier until all claims arising from the business relationship with the Customer have been settled in full.
11. Compensation, limitation of liability and statute of limitation
In the event of a breach of contractual and non-contractual obligations, in particular due to impossibility, delay, fault in the conclusion of the contract (culpa in contrahendo) and tort, the Supplier shall be liable – including for its executive employees and other vicarious agents – only in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at the time of conclusion of the contract. For approximate delivery quantities, this shall be calculated on the basis of the minimum quantity of ninety per cent (90%) of the delivery quantity provided for in the contract.
These limitations shall not apply in the event of a culpable breach of material contractual obligations, in cases of mandatory liability under the German Product Liability Act (Produkthaftungsgesetz), in the event of death, physical injury or illness, and shall also not apply if and to the extent that the Supplier has fraudulently concealed defects in the item or guaranteed their absence. Material contractual obligations are specifically described contractual obligations, the breach of which jeopardises the achievement of the purpose of the contract and such contractual obligations, the fulfilment of which renders the performance of the contract possible and on the compliance with which the purchaser regularly relies and may rely.
The statutory regulations on the burden of proof shall remain unaffected by this.
Unless agreed otherwise, contractual claims, including claims for damages due to material defects that the Customer makes against the Supplier based on or in connection with the delivery of the goods, shall become time-barred one (1) year after delivery of the goods, unless they include compensation for physical injury or illness, foreseeable damage or are based on intent or gross negligence on the part of the Supplier. This period shall also apply to such goods which are used in accordance with their intended purpose for a building and have caused its defectiveness, unless this intended purpose was agreed in writing. In cases where the Supplier has acknowledged the purchaser’s claim for supplementary performance, the limitation period shall not start anew, but shall be suspended until the expiry of three (3) months after the supplementary performance has been carried out.
12. Place of performance and jurisdiction
The place of performance and jurisdiction for all contractual obligations is the registered office of the Supplier. However, the Supplier is entitled to sue the Customer at the Customer’s registered office. The legal relationship shall be governed exclusively by German law.