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Scope
The following terms of delivery and payment settle the legal relations between
our customers and us. In the event of a customer setting differing conditions,
which we do not expressly acknowledge in writing, these are not binding, even
though we may not explicitly raise an objection. Other agreements, modifications
and accessory agreements all require our confirmation in writing.
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Offer and confirmation
of order
Our offers are non-binding. The scope of our service obligation
is only fixed by means of our written confirmation of order. All data,
such as illustrations, drawings, indications of dimensions and weight,
that underlie the offer or the confirmation of order are normally to be
understood as approximate values, except when they are expressly referred
to as binding.
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Copyright and property rights with respect to drawings,
etc.
We reserve our propriety rights with respect to drawings, sketches, cost estimates
and other data that are attached to our offers and confirmations of order. The
customer shall only use them for the purpose agreed upon and he shall not reproduce
them or make them available to a third party without our prior consent. The original
data and all copies made of them shall be given back to us on demand.
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Prices and terms of payment
Our prices are quoted ex works, including VAT corresponding to the current legal
percentage, and excluding packaging costs. The packaging costs are calculated
by us.
All orders underlie the prices and discounts that are valid at the time of delivery.
Principally, the calculation takes place in Euro, and the invoices also have
to be settled in Euro. Principally, deliveries only take place against payment
on
delivery or advance payment.
Deliveries on account have to be agreed upon expressly. Only those terms that
have been agreed upon in the confirmation of order are valid. Payments are considered
effected not before the day on which the seller is able to dispose of the invoice
amount without loss.
At default of payment, reserving the claim of further damage, default charges
in the amount of 5% above the discount rate of the Deutsche Bundesbank have to
be paid.
All of our claims become due immediately if a payment date is not met, or if
the purchaser breaches other contractual agreements, or if we become aware of
any circumstances that could reduce the purchaser's creditworthiness. In addition,
in such cases, we are entitled to execute outstanding deliveries only against
advance payment or by way of security, and to withdraw from contract after the
expiration of an appropriate extension of time, or to demand compensation for
breach of contract.
Moreover, we are entitled to forbid the resale of goods that have been delivered
subject to reservation of title, to claim their restitution or the assignment
of the collateral property at the expense of the purchaser, or to countermand
a direct debit mandate.
The above-mentioned discounts are not allowed in the event of the purchaser being
in arrears with payment for previous deliveries.
The right to refuse performance on the part of the purchaser is excluded with
regard to business transactions with traders. The purchaser has no right of retention.
This does not apply with regard to business transactions with non-traders, as
far as the counterclaim results from the same contract. An offset on the part
of the purchaser is only valid as far as his counterclaims are expressly declared
unquestionable or as far as they are legally justified.
We are not obliged to accept bills of exchange.
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Reservation of title
Until all of the claims the seller is entitled to due to the sales contract are
settled, the object of purchase remains the property of the seller.
In the event of the purchasers being corporate bodies under public law, funds
assets subject to public law, or contractors that are exercising their commercial
or independent functions at the completion of the contract, the reservation of
title also continues to exist with regard to claims, resulting from the current
business relationship, of the seller against the purchaser until the claims the
seller is entitled to in connection with the purchase are settled.
On the purchaser's demand, the seller is obliged to abandon the reservation of
title if the purchaser has unimpeachably settled all claims connected with the
object of purchase and if an appropriate security with regard to the remaining
claims resulting from current business relationships exists.
In the event of the purchaser being in arrears, the seller is entitled to withdraw
from the sales contract.
If the seller is additionally entitled to claim for damages instead for performance
and he takes back the object of purchase, the seller and the purchaser agree
that the seller pays the usual sales value of the object of purchase on the date
of
redemption.
As long as the reservation of title exists, the purchaser shall neither dispose
of the object of purchase nor, by contract, allow third parties to use it.
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Dispatch and delivery
In the event of the goods being forwarded, we are entitled to choose the means
of transportation and the dispatch route without any liability. This exemption
is not valid if, in the course of a business transaction with traders, one of
our executive employees, or, in the course of a business transaction with non-traders,
one of our employees has acted with gross negligence.When the objects of purchase
are handed over to the forwarding agent, the carrier or the customer as collector,
or when the objects of purchase leave the factory or the warehouse, any risk
is transferred to the purchaser.
In the event of delivery including mounting or installation, the risks are transferred
on the day of absorption in the purchaser's own factory, or, if agreed, after
a flawless trial operation. In the event of the dispatch, delivery, start, execution
of the mounting or installation, absorption in the own factory, or the trial
operation being delayed due to reasons the purchaser is responsible for, or in
the event of the purchaser defaulting the acceptance due to other reasons, the
risk is transferred to the purchaser. Provided there is not any restraint on
the part of the purchaser, we take out a transport insurance for all delivered
goods, which is charged to
the purchaser's account.
The minimum order value with respect to dispatch orders amounts to 50 EURO (excl.
VAT) at home, and 500 EURO abroad. For retail dispatches and/or orders below
the minimum order value, handling expenses amounting to 10 EURO (excl. VAT),
in addition to packing and delivery costs, are charged. Dispatch orders abroad
that are below the above-mentioned minimum order value are not executed.
Orders of special models as well as orders including quantities and dimensions
that are not listed in our catalogue shall be approved in writing. If necessary,
an agreed down payment has to be made. In the event of orders of special models
and in great quantities being accepted, we are not entitled to deliver less or
more than an appropriate number of items (± 10%, as a rule).
In principle, dispatch packages are calculated at cost price.
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Delivery time
The terms of delivery are executed as soon as we confirm the order, but not before
all realisation details are clarified.
The agreed terms of delivery are extended irrespective of our rights resulting
from the default of the purchaser for the term the purchaser is in arrays with
this transaction or another. This applies mutatis mutandis if a date of delivery
is agreed upon.
In the event of a default on our part, the purchaser has to set an appropriate
extension of time. After the expiration of this extension of time, the purchaser
is entitled to withdraw from contract if he has not been notified that the goods
are ready for delivery.
Damages for non-compliance with terms or dates of delivery are excluded.
This exemption is not valid if, in the course of a business transaction with
traders, one of our executive employees, or, in the course of a business transaction
with non-traders, one of our employees has acted with gross negligence.
Events due to force majeure enable us to delay the delivery for the time of the
restraint and an appropriate starting time, or to withdraw from that part of
the contract which has not yet been fulfilled. Events of force majeure also include
strikes, lockouts, and other circumstances that make a delivery significantly
difficult or impossible. This also applies to events of force majeure that take
place at a sub-contractor level.
The purchaser is entitled to demand a further explanation from us as to whether
we want to withdraw or still deliver within an appropriate period of time. In
the event of us not offering an explanation, he is entitled to withdraw. Terms
of delivery are considered met if the goods leave our factory at due date. Partial
deliveries are allowed.
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Impossibility, adjustment of contract
In the event of impossibility or an adjustment of contract, the following applies,
if the contract party is a trader:
In the event of the supplier or the purchaser not being able to execute the delivery
or the performance that is incumbent upon him, the following general principles
of law apply:
In the event of the impossibility being attributed to the supplier's fault, the
purchaser is entitled to claim damages. However, the purchaser's claim for damages
is limited to 10% of that part of the delivered goods or the performance that
cannot be taken into an adequate operation due to the impossibility.
Claims for damages on the part of the purchaser that exceed the mentioned limit
of 10% are excluded.
This does not apply in instances of intention or gross negligence.
The purchaser's right to withdraw from contract is not affected by the impossibility
of delivery or performance.
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Warranty
With regard to contracts with non-traders (end consumers), we guarantee that
our products will work flawlessly for a period of two years after delivery. As
for contracts with traders and/or companies, we guarantee that our products will
work flawlessly for a period of one year.
The guarantee period for our milling spindles is six months. This period of warranty
also applies to milling spindles that are integrated into a machine system.
The purchaser has to claim his right of complaint by mail within ten days after
arrival of the goods at the place of destination. This only applies to business
transactions with non-traders as far as apparent defects are involved. Notices
of defects are only considered if the goods are in the same condition as on the
day of delivery. We replace goods that we accept as imperfect by flawless goods.
We are also entitled to the option of making up the difference in price. In the
event of a rework or a replacement failing, non-traders are entitled, according
to their own choice, to lower the payment or to cancel the contract. Further
claims, including those concerning consequential damages, are excluded as far
as these do not result from a promised feature's fault. It is only fair that
on such occasions, the purchaser gives the supplier the necessary time and opportunity.
In the event of him refusing to give the necessary time and opportunity, the
supplier is freed from the responsibility for defects. A return of the faulty
goods is only permitted with our approval. The purchaser has to pay for the freight
charges. A reimbursement only takes place in the event of a justified notice
of defects. In the event of the customer arranging for the delivered goods to
be tested, and states a defect for which we were liable, we will account a processing
fee for each tested appliance
if it turns out that no defect exists.
Irrespective of the legal basis, we are only liable in instances of intent and
gross negligence. We provide application-orientated advice to the best of our
knowledge. However, all information about the suitability and application of
our goods is not binding and does not exempt the purchaser from own tests and
trials. The purchaser is solely responsible for ensuring that usage of the goods
complies
with legal and official regulations.
We only provide the purchaser with a guarantee that certain goods are suited
to
certain purposes if this is expressly promised in writing.
Returns have to be made in the original packaging or equivalent packaging.
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Repairs
In the event of the purchaser wishing an estimate before repairs are carried
out, this has to be stated expressly. Forwarding and packing charges shall be
borne by the purchaser. The invoice amount for repairs has to be settled immediately
and is strictly net. In principle, repairs, and also those within the scope of
guarantees, take place in our plant, except where otherwise stipulated in writing.
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Returns
The return of delivered goods is only possible following consultation and agreement,
and after adequate deductions are charged. In principle, special models and software
products are excluded from return.
The bill of lading and/or the copy of invoice have to be enclosed to all replies
or returns. The return charges shall be borne by the purchaser and/or returns
have to be delivered free.
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Installation
Unless otherwise stipulated in writing, installation works have
to be paid
for.
In particular, installation charges include travelling expenses, daily accommodation
allowance, as well as the usual rates for working time and allowances for extra,
night and Sunday work and for work performed on public holidays, for works on
aggravated conditions, and for planning and monitoring. We charge lead, travelling
and waiting times separately. In the event of assembly or activation being delayed
through no fault of ours, the customer has to pay for the waiting time and for
any further travels necessary. At his charge, the customer provides the necessary
personnel as well as the proper tools in the amount required. Moreover, the customer
must provide rooms that sufficiently large, dry and lockable for storing machine
parts, apparatus, materials, tools, etc. For the protection of our property and
of the installation personnel, he has to take those measures that he would take
for the protection of his own property. In the event of the nature of the customer's
factory demanding special protective clothing and safety devices for the installation
personnel, it is the customer's responsibility to provide them too.
Our installation personnel and their assistants are not entitled to carry out
works that are not connected with the performance of our obligation to deliver
and to assemble or install the delivery item or that are arranged by the customer
or a third party without consultation. We are not liable for such works that
do
not belong to our field of responsibility.
In the event of the installation being carried out by the customer or by a third
party that he has commissioned, our current operation and installation instructions
have to be observed.
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Data protection
In due consideration of the Federal Data Protection Act (“Bundesdatenschutzgesetz”),
the seller stores and processes all data that are necessary to carry out the
business
relationship.
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Place of performance and jurisdiction
The place of performance is Eichenzell and/or the external office and/or the
branch/plant that is stated in the confirmation of order. In the event of our
contract party being a trader, the place of jurisdiction is Fulda. This also
applies to legal
proceedings according to the Cheques Act.
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Supplementary clause
German Law is applied exclusively, even with respect to deliveries abroad. The
application of the UN Sales Law is expressly excluded.
In the event of our customers exporting our goods to countries outside the Federal
Republic of Germany, we assume no liability if property rights of third parties
are violated by our products. The purchaser is obliged to make up for the damages
that we suffer due to the export of goods that we do not expressly deliver for
export purposes. Should individual provisions of these Terms and Conditions be
void, the validity of the remaining provisions is not affected by this. Together
with the customer, we will replace void provisions by valid ones that are permitted
by law and come nearest to the intended legal and economic purpose of the void
provisions.
Modifications to and amendments of these General Terms and Conditions must be
made in writing.
Date: December 15th 2003
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General
Terms and Conditions
