General Terms of Conditions of Business
1. Conclusion of Contract / Content of Contract
These General Terms and Conditions of Sale shall apply to any and all contracts, present and future, with companies for deliveries of goods and other services. Customer’s terms and conditions of purchase will not be accepted even if we have not raised express objection to them upon their receipt. The minimum order value per contract shall be EUR 100.00 net, excluding VAT. A handling fee of EUR 10.00 will be charged otherwise. 10 is the minimum order for each type of insert of the same design, size and type of carbide. Excess and shortfall deliveries of as much as 10% of the ordered quantity are permissible.
2. Order Confirmation
The placement of an order shall be deemed tacit acceptance of the Terms and Conditions. Deviating terms and conditions on Customer’s order forms will not be accepted even if the order is accepted; objection is hereby expressly raised to their application. Subsidiary agreements shall not be legally binding unless confirmed in writing. The invoice shall serve in lieu of the order confirmation if the latter is not sent separately in advance.
Special designs of indexable inserts and carrier tools and interconnection systems will be designed and manufactured in offer and delivery according to best technical knowledge. Any and all warranties of function and lifetime are excluded – however, legal warranty rights shall not be affected (Clause 6). Our offer drawing or the drawing with the most recent revision date shall be binding for dimensions and tolerances. The tolerance limits determined by our production procedures shall apply. Offer drawings will, upon placement of an order, be assigned a special number in the order confirmation or invoice; this special number shall be referred to in any further orders and shall be the sole criterion for clear identification.
Delivery periods shall commence on the date of the order confirmation. They are non-binding and are only approximate. In the event of non-compliance with delivery dates, the Customer shall not be entitled to damage compensation. Partial deliveries are permissible. Unforeseen hindrances to the delivery causing major difficulty in performing the delivery or make it impossible and which are not merely temporary, such as delayed receipt of materials, operational disruption, strike, force majeure, etc., shall entitle us to postpone the delivery for the duration of the hindrance or to cancel the contract. If and when the Seller is accountable for the failure to comply with periods and deadlines which have been promised as binding or is in default, the Buyer shall have a claim to default compensation in the amount of 0.5% for each and every full week of default, limited, however, to 5% in the aggregate, of the invoice value of the consignments and services affected by the default. Any further claims are excluded unless the default is the consequence of gross negligence as a minimum on the part of the Seller. Blanket agreements shall have a maximum term of one year. Any quantities for which release orders have not been given shall be EUR 250.00. Lower release quantities are not permitted. The drawings with the modification status at the point in time of the order shall be authoritative. Retroactive modifications shall be made at the Buyer’s expense.
5. Transfer of Risks/Packaging and Shipping Costs
Unless otherwise expressly agreed, the Buyer shall collect the goods at our place of business. The risk of accidental loss or deterioration shall be transferred to the Buyer when the goods are surrendered to him. Goods shall be shipped only at the Buyer’s express request. In this case, the risk of accidental loss or deterioration shall be transferred to the Buyer when the goods are surrendered to the shipping agent. The Buyer shall bear the costs of packaging and shipping from the site of our branch business, unless these costs exceed a reasonable ratio to the value of the delivered objects.
6. Complaint of Defects/Material Defects/Liability
Complaints of defects must be submitted to us in writing within 8 days. We will recognise them solely to the extent that they are related to the scope of delivery or services which we have confirmed. The risk of grinding technique and material type or coating type, the usability of any and all processed, converted or subsequently processed plates and workpieces shall be borne by the Customer. In the event of a legitimate complaint of defects which has been submitted in due time, we may, at our discretion, remedy the defect or deliver goods which are free of defects (subsequent performance). If subsequent performance fails or is refused, the Customer may, after the expiration of a reasonable period which he has set, cancel the contract or reduce the purchase price. If the Customer does not immediately give us the opportunity to determine the material defect, if in particular he does not immediately upon request make available the goods about which complaint has been made or samples thereof, any and all rights related to the material defect shall lapse. We will be liable in accordance with legal provisions in cases of intent or gross negligence on our part or on the part of one of our representatives or vicarious agents. In all other cases, we will be viable solely pursuant to the Product Liability Act, owing to injury to life, body or health or owing to culpable breach of essential contractual obligations. However, the damage compensation claim for breach of essential contractual obligations shall be limited to the foreseeable loss or damage typical of the contract, provided that none of the exceptional cases described in Sentence 2 of this Clause are present. However, liability for loss or damage to the Customer’s legal goods caused by the object of the delivery, e.g., damage to other objects, shall be excluded completely. This provision shall not apply in cases of intent or gross negligence or of liability owing to injury to life, body or health. These regulations shall also extend to damage compensation in addition to performance and damage compensation in lieu of performance, irrespective of the legal reason, in particular owing to defects, the breach of obligations from the debt relationship or actions in tort. They shall also apply to the claim for reimbursement of fruitless expenditures. However, the liability for default shall be regulated pursuant to Clause 4; the liability for impossibility shall not be affected. The above regulations do not entail a change in the burden of proof to the Customer’s disadvantage.
The invoice amount shall be paid without deductions within 30 days of the invoice date, irrespective of any complaints of defects. Request will be made for payment of any cash discounts which may be deducted. It is prohibited for the Buyer to retain payment related to any counterclaims. The Customer is permitted to set off only those claims which are undisputed or which have been finally determined by a court of law. The first dunning notice for default of payment will be a reminder at no charge. Each further dunning notice shall be subject to a charge and will contain a dunning fee of EUR 10.00. In the event of default of payment, we are entitled, without prejudice for the assertion of further loss, to charge default interest of 5% above the current basic interest rate (Section 247 BGB (German Civil Code)). We will not be obligated to perform any further deliveries pursuant to any current contracts until invoice amounts which are due, including default interest, have been paid.
8. Retention of Title
We retain title to any and all goods and services which we have delivered until payment of all of our claims from the business relationship has been effected, even if the purchase price for specially designated claims has been paid. This retention of title shall also apply to any goods for which we have merely processed the raw materials which have been provided to us.
9. Proper Law/Place of Performance/Jurisdiction
Proper law governing any and all legal relationships between us and our Customer shall be the law of Germany. Place of performance shall be 77871 Renchen. Place of jurisdiction for both Parties shall be 77704 Oberkirch.
10. Partial Invalidity
If individual provisions of the supply contract, in whole or in part, should prove to be legally ineffective or impossible to perform, the effectiveness of the remaining provisions shall not be affected thereby.