Terms of Service
- validity
1.1 These general terms of delivery and payment apply to all our contracts, deliveries and other services. These conditions do not apply to contracts with consumers. Deviating conditions of the client, which we do not expressly recognize in writing, are non-binding for us, even if we do not expressly object to them.
1.2 These conditions are the basis of all future services and deliveries, even if their inclusion is not expressly agreed again.
- offer and deals
2.1 Our offers are subject to change. Contracts and other agreements only become binding with our written confirmation.2.2 The information, drawings, illustrations, technical data, weight, measurement and performance descriptions contained in brochures, catalogs, circulars, advertisements, price lists or in the documents belonging to the offer are non-binding unless they are expressly designated as binding in the order confirmation .
2.3 All property rights and copyrights to the offer and the attached documents i.S.v. 2.2 remain with us. They may not be passed on, published, reproduced or used for any purpose other than the one agreed without our approval.
2.4 Subsidiary agreements, reservations, changes, verbal assurances or supplements to this contract require our written confirmation to be valid.
- delivery times and delays, force majeure
3.1 The delivery time stated in the offer or the order confirmation is generally non-binding. We strive to meet the specified delivery times, but we cannot guarantee this. Delivery times are only binding if they are expressly designated as binding in the offer or in the order confirmation.
3.2 Delays in delivery due to the fact that the client asserts changes to the original order are at his expense. This also applies if the client does not fulfill his obligation to deliver data in the agreed form or fails to do so in good time, or if the data supplied is defective and has to be reworked. If the production comes to a standstill in these cases, we can demand that the client take over the costs of downtime due to idle times.
3.3 In the event of force majeure and other unpredictable, exceptional and non-culpable circumstances - e.g. in the event of material procurement difficulties, operational disruptions, strikes, lockouts, lack of means of transport, official interventions, energy supply difficulties, etc., even if they occur with upstream suppliers - the delivery period will be extended to a reasonable extent if we are prevented from fulfilling our obligation in good time.
3.4 If this delivery or service becomes impossible or unreasonable due to the circumstances mentioned, we will be released from our delivery obligation. If the delay in delivery lasts longer than 2 months, the client is entitled to withdraw from the contract. The customer can withdraw earlier if the delay in delivery is unreasonable for him.
3.5 If the delivery time is extended due to force majeure or if we are released from our delivery obligation, the client cannot derive any claims for damages from this. We can only refer to the above-mentioned circumstances if we inform the client of this immediately.
- prices and payment
4.1 Our prices are net prices. VAT is added to the prices in the respective statutory amount. The prices apply ex location and do not include the costs of freight, unloading, transport and installation.
4.2 We expressly reserve the right to reject bills of exchange. Checks and rediscountable bills of exchange are only accepted on account of payment, without guarantee for correct presentation and protest. The customer bears the discount charges for given bills of exchange and assumes any currency losses. Bills of exchange and checks are credited subject to the receipt of the expenses with the value date of the day on which we can dispose of the equivalent. If a check or a bill of exchange is not cashed, all outstanding claims are due.
4.3 If we receive the client's payment late, we are entitled to claim annual interest from the due date at 8 percentage points above the base rate if the client is a merchant. If the client is in arrears with the payment, we can charge interest in the amount of the respective bank rates for overdrafts, but at least 8 percentage points above the base rate if the client is a merchant.We reserve the right to any further financing costs arising from the client's default and to assert other damages caused by delay.
4.4 In the event of late payment, we are entitled to withhold delivery. The client is not entitled to withhold or offset payments if the counterclaims have not been recognized by us or are final.
- Retention of title
5.1 All delivered products shall remain our property until payment has been made in full - in the case of payment by check or bill of exchange until redemption and freedom from recourse claims - of all claims due to us from the business relationship with the client.
5.2 The client is entitled to resell the products in the ordinary course of business as long as he is not in arrears with the payment of the purchase price. He is not authorized to make extraordinary dispositions such as pledges and assignments as security. In the event of a resale, the customer hereby assigns to us the claims and other claims arising from the resale against its customers, including all balance claims from current account, with all ancillary rights for security reasons. The client is entitled to collect the assigned claims. The direct debit authorization expires when the client ceases to make payments, insolvency is applied for or opened, in an out-of-court settlement procedure or in the event of other financial losses. In this case, we can request that the client notify us of the assigned claims and their debtors, provide all the information necessary to collect the claims, hand over the associated documents and notify the debtor of the assignment.
5.3 The client is prohibited from disposing of the resale request without our written consent by way of security or assignment of claims, including by way of the purchase of the claim.
5.4 We undertake to transfer or release the collateral at the request of the client, insofar as the value of the collateral given to us exceeds the total amount of our claim by more than 20%.
- Transfer of risk and acceptance
6.1 The product is to be accepted after completion of the service if this has been contractually agreed. This also applies to self-contained partial services.
6.2 The risk passes to the customer upon acceptance.
6.3 If the client defaults on acceptance, the risk passes to him at the time of the delay. The same applies if an agreed assembly is interrupted for reasons for which the client is responsible and if we have mutually handed over the services rendered until then to the client.
6.4 If no acceptance is required or agreed, the risk is transferred to the customer at the latest when the delivery parts are dispatched, even if partial deliveries are made or we perform other services, e.g. have paid the shipping costs or delivery and installation.
6.5 At the request of the client, we insure the shipment against theft, breakage, transport, fire and water damage and other insurable risks at his expense.
- Liability for material defects and compensation
7.1 We assume liability for the quality of the construction and execution from the delivery day for a period of 12 months, for multi-shift operations for 6 months in such a way that any parts that can be proven to be unusable or defective during this period as a result of defective materials or defective execution as quickly as possible and can be exchanged or repaired free of charge by us. The liability for material defects does not extend to wear parts and to such damage that the customer may experience as a result of natural wear and tear, moisture, excessive heating of the rooms, other temperature or weather influences, improper handling, brute force, overexertion and the use of unsuitable operating or lubricants. Claims for supplementary performance, damages, reduction or withdrawal i.S.v. § $ 437, 634 BGB due to obvious defects expire after acceptance, but at the latest if the customer does not complain about them immediately, i.e. within two weeks after delivery. We bear the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs. We can refuse supplementary performance without prejudice to our rights under Section 275 Paragraphs 2 and 3 BGB if it is only possible with disproportionate costs.
7.2 Instead of reworking, we can also deliver a replacement item. If we deliver a replacement item, we can request the client to return the defective item in accordance with §§ 346 to 348 BGB. If the rectification fails, we refuse the replacement delivery or we do not bring it within a reasonable period, the client can reduce the remuneration or withdraw from the contract. After the unsuccessful third attempt, rectification is deemed to have failed, unless the nature of the thing or the defect or the other circumstances in particular do not indicate otherwise.
7.3 Insignificant, reasonable deviations in the dimensions and designs, in particular in the case of repeat orders, do not entitle to complaints unless the dimensions and color tones have been expressly agreed to. Technical improvements and necessary technical changes are also considered to be in accordance with the contract, provided that they do not represent a deterioration in value.
7.4 If the customer prescribes the use of a certain material or provides us with the material to be used, we are not liable for any resulting defects and damage that either arise in our product or lead to defects in the product to be manufactured.
7.5 All claims for material defects expire if the client himself or through a third party changes or interferes with the product without our written approval.
7.6 All claims for damages on the part of the customer from breach of duty, delay, impossibility of performance, positive breach of claim, fault at the conclusion of the contract, tort, and other legal reasons are excluded insofar as the damage or consequential damage that did not occur to the delivery item itself is not caused by intentional or gross negligent acts were caused. The limitation of liability applies to the same extent for our vicarious agents.
7.7 Claims for damages under the Law on Liability for Defective Products (ProdHaftG) remain unaffected.
7.8 We cannot rely on the above limitations of liability if we maliciously concealed the defect or assumed a guarantee for the quality of the item.
- Quality assurance
For all deliveries, the supplier is obliged to take all suitable quality assurance measures in general to ensure the specified quality for all deliveries.
The supplier is committed to the zero-defect goal, i.e. he must ensure that all of his products and services meet the specified requirements.
The manufacturing processes must be continuously monitored, assessed and controlled. If the zero-defect goal is not achieved, the quality must be ensured using suitable test methods.
The supplier undertakes to carry out a 100% exit inspection for all products
- Copyright
9.1 We retain the copyright and ownership of design drawings, 3D tool data, CAM data, electrodes, technology data and all of the services that we provide for the client. The client receives printed construction drawings.
9.2 Licenses and rights of use can be acquired by the customer through a separate contract.
- No offsetting
The customer can only offset payment from us against the agreed remuneration if the counterclaim of the customer has either been recognized by us or has been legally established. The client's rights of retention are also excluded.
- Written form
No side agreements have been made. Changes to this contract must be made in writing. This also applies to the cancellation of this written form clause.
- Severability clause
Should one or more of the provisions of this contract be ineffective, this does not affect the effectiveness of the remaining provisions of this contract. In such a case, the parties undertake to consent to a new regulation which comes as close as possible to the economic purpose of the invalid provision and which they would have agreed if they had known the ineffectiveness.
- Place of jurisdiction, choice of law
13.1 The place of performance and jurisdiction for all disputes arising between the parties from the contractual relationship is our registered office, insofar as the client is a registered trader, legal entity under public law or special fund under public law.
13.2 Only the law of the Federal Republic of Germany is applicable to the contractual relationship between the parties to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods
