DE

General Terms and Conditions

General Terms and Conditions ToolDrives GmbH & Co. KG

  1. 1. General
    1. 1.1 The following conditions apply to all our advice, offers, sales, deliveries and services and the current and future legal relationships between us and our customers, unless otherwise agreed in writing. We hereby expressly object to our customer's terms and conditions of purchase that conflict with our conditions or the statutory provisions in whole or in part. They also do not become part of the contract if we carry out the delivery or work in the knowledge of conflicting conditions. In addition, German law applies exclusively to the contractual designations. The application of the UN Convention on Contracts for the International Sale of Goods is excluded. Our offer is always non-binding.
    2. 1.2 The nature of the subject matter of the contract is only described in our offers, order confirmations and associated documents, without this representing a guarantee within the meaning of Section 443 of the German Civil Code.
    1. 2. Prices
    1. 2.1 Unless expressly agreed otherwise, our prices for deliveries apply ex works excluding sales tax and packaging.
    2. 2.2 If, after the conclusion of the contract, there are changes to the basis of calculation due to higher wage and material costs, an increase in sales tax or other circumstances, in particular technically justified changes in calculation, we are entitled to increase the contract price in reasonable proportion to the change in the basis of calculation that has occurred. This also applies to call orders. This does not apply if our customer is a consumer according to § 13 BGB and our delivery is made within 4 months after the conclusion of the contract.
    1. 3. Deliveries and Delivery Times
    1. 3.1 Delays shall not be borne by us if our customer does not meet his obligations to cooperate or does not do so in good time, in particular if he has to pay for official approvals, execution plans, documents for the specification of the subject matter of the contract, clarification of all technical details, for the provision of the goods to be processed or to provide for a down payment or to make a down payment.
    2. 3.2 If, after the conclusion of the contract, there are indications that our customer's ability to perform is at risk, such as default in payment, cessation of payments, application for the opening of insolvency proceedings, assignment of current assets as security, unfavorable information from banks or credit institutions or credit insurers, we are entitled to refuse our service and, after unsuccessfully setting a deadline for the provision of securities in the form of joint and several bank citizenships or bank guarantees or advance payment, to withdraw from the contract and/or to demand compensation for damages, even if the customer's financial situation was already the same when the contract was concluded. A deadline is not set if the risk to our customer's ability to perform is obvious.
    3. 3.3 Our confirmed delivery times are non-binding departure dates. In the case of divisible deliveries, we are entitled to make partial deliveries and, if we have been informed accordingly in advance, we are also entitled to early delivery.
    4. 3.4 Insofar as circumstances for which we are not responsible make the execution of accepted orders more difficult, delay or impossible, we are entitled to postpone the delivery or the remaining delivery or partial delivery for the duration of the hindrance or to withdraw from the contract in whole or in part without the customer being entitled to claims for damages . We are not responsible for e.g. official interventions, breakdowns, strikes, lockouts, work disruptions caused by political or economic circumstances, lack of necessary raw materials and supplies, material shortages, energy supply difficulties, transport delays due to traffic disruptions or unavoidable events that occur at our premises, at our subcontractors or at third parties operations on which the maintenance of our own operations depend. The above applies even if these events occur at a time when we are in default.
    5. 3.5 Our customer can only set us a grace period for delivery if the agreed delivery period has been exceeded by more than 2 weeks. This period of grace must be reasonable and amount to at least 3 weeks. After the grace period has expired without result, our customer can withdraw from the contract. A claim for damages against us due to breach of duty is excluded, unless we have acted at least with gross negligence or there is personal injury.
    1. 4. Shipping and Risks
    1. 4.1 If we ship the subject matter of the contract ex works, this is at the risk of our customer, even if the freight and other costs are at our expense. In the absence of a special agreement, we are free to choose the type of shipment. Loading and transport took place on the basis of the general provisions of the forwarding agents and/or carriers that apply to the respective loading or transport. The subject matter of the contract will only be insured by us against transport damage if expressly instructed in writing and at the expense of our customer.
    2. 4.2 If collection has been agreed and this does not take place within 8 days of the agreed date, we can dispatch the goods using a method of dispatch that we deem favorable at the expense of our customer.
    1. 5. Retention of Title
    1. 5.1 The subject matter of the contract remains our property until all of our claims, including future claims, to which we are entitled against our customers have been paid in full. This also applies to payments of specially designated claims until any current account balance has been settled.
    1. 5.2 Our customer is always revocable and as long as he meets his obligations towards us as agreed, entitled to sell our reserved property in the ordinary course of business. In this case or if the reserved property is delivered to a third party, regardless of the value or condition, or during installation, the customer hereby assigns the claims arising from the sale, delivery or installation until all our claims from these deliveries have been settled in full against his customer with all ancillary rights including any claims for damages arising from this in the amount of the invoice value of our deliveries to us. We accept the assignment. Our customer is obligated to provide us with the names and summonable addresses of the third-party debtors, the amounts of the claims, their date and due date, etc. upon request.
    2. 5.3 In the event of a ban on assignment in the case of resale, installation or default in payment, our customer is obliged to notify his third-party buyer of the advance assignment. If the reserved items delivered by us are sold to a third party together with other items, our customer is obliged to separate the invoice items in this respect. If a separate invoice has not been issued, that part of the total price claim that corresponds to the invoice value of our delivery is assigned to us. The understanding retention of title also remains in place if individual claims of our customer against his third-party buyer are included in a current account. In this case, our customer already pays us the existing balance in his favor. If the customer is in default of payment, we are entitled to collect the assigned claim directly from third-party debtors.
    3. 5.4 Extraordinary dispositions by our customers such as pledging, assignment for security and transfer of ownership of our reserved property are not permitted. Our customer is obliged to inform us immediately if third parties access the objects and claims belonging to us, such as seizures and any other type of impairment of our property. He has to bear the costs of an action for intervention if he is responsible for the access.
    4. 6. Payments
    1. 6.1 Unless otherwise agreed, invoices are to be paid in the agreed currency within 14 days of the invoice date without deduction.
    2. 6.2 Payments are only effected when we can finally dispose of the amount. Payments by bill of exchange and check can only be fulfilled and accepted by special agreement.
    3. 6.3 Incoming payments will, at our option, be used to settle the oldest or least secured liabilities.
    4. 6.4 Partial deliveries are charged immediately and are each due for payment independently of the completion of the entire delivery. In the absence of any other written agreement, down payments for contracts will be offset against the oldest partial deliveries.
    5. 6.5 Offsetting against counterclaims is only permitted if the counterclaims are legally established, ready for a decision or recognized by us. The same applies to the assertion of rights of retention to the amounts stated in our invoices
    1. 7. Damages and Withdrawal
    1. 7.1 If the customer does not comply with the agreed payment dates or payment period according to Section 6.1, we are entitled to the rights under Section 288 BGB (claiming interest on arrears). We reserve the right to further compensation. In addition, we are entitled to agree new terms of payment for future services.
    1. 7.2 If our customer is in default of acceptance of the delivery or service or is in default of payment, we are also entitled, after setting a reasonable grace period, to withdraw from the contract in whole or in part and/or to claim damages in the amount of 15% of the contractual remuneration subject to proof of a specific higher damage, in particular the costs of taking back the goods, unless the customer can prove that the damage was lower. There is no need to set a grace period if there are indications of a risk to our customer's ability to perform within the meaning of Section 3.2 after the contract has been concluded.
    2. 7.3 In the event of default of acceptance according to Section 7.2, the customer must pay default interest on the value of the goods in accordance with §§ 286 to 288 BGB.
    3. 8. Warranty
    1. 8.1 We provide advice to the best of our knowledge based on our experience, but without any liability, unless in the case of intent or gross negligence. Details and information about the suitability and application or use of the subject matter of the contract are non-binding if they are not expressly an agreed quality within the meaning of Section 8.1. They do not release the customer from their own checks.
    2. 8.2 Otherwise, we are liable for defects to the exclusion of further claims as follows:
      1. a) Our customer is obliged to check the subject matter of the contract conscientiously immediately upon receipt and, if necessary, to carry out random samples. Obvious defects must be reported in writing and specified immediately after arrival and before use of the subject matter of the contract, but no later than within 8 days of receipt of the goods. Even in the event of a complaint, the customer is obliged to accept the subject matter of the contract. This is to be stored properly and only to be returned at our express request.
      2. b) Defects that are initially not recognizable even after a thorough inspection must be reported to us in the same way immediately after their discovery. If the complaint is not in the correct form and/or not in due time, the subject matter of the contract shall be deemed to have been approved.
      3. c) Our customer must give our representatives the opportunity to inspect and examine the object of the contract that is the subject of the complaint. Otherwise all warranty claims are void.
      4. d) Unless otherwise agreed in writing, we provide a 1-year warranty after delivery for flawless material and professional manufacture, unless a mandatory longer statutory warranty period applies. 6 months apply to replaced components in repairs.
      5. e) We do not provide any guarantee for improper use and handling of the subject matter of the contract. Warranty claims are also void if the subject matter of the contract is damaged or destroyed due to improper handling or storage after the transfer of risk.
      6. f) Customary and/or production-related deviations in dimensions and material do not just entitle complaints about the subject matter of the contract. Where available, DIN standards or our factory standards apply to tolerances.
      7. g) In the event of defects, we are entitled to supplementary performance. Our customer must grant us reasonable time and opportunity to remedy the defect. If this is refused, warranty claims of any kind against us are void. If the supplementary performance fails several times, our customer can also withdraw from the contract or demand a price reduction. Further claims against us or our agents, for whatever legal reason, are excluded, unless we acted at least with gross negligence or personal injury occurs. - § 439 II BGB remains unaffected.
      8. h) Insofar as the seller's liability is excluded or limited, this also applies to employees, workers, representatives and vicarious agents of the seller.
      9. i) There is no warranty for custom-made products based on information, calculations or construction documents from our customer, insofar as defects are based on them.
      1. 9. Intellectual Property
    1. 9.1 Drawings, tools and special devices that we make remain our property.
    2. 9.2 If we have to deliver according to information, drawings, models, samples or the use of parts provided by our customer, the customer is liable for ensuring that third-party property rights are not violated as a result. If necessary, we will inform our customers of rights known to us. Our customer must indemnify us from all third-party claims and pay compensation for the damage incurred. Any costs incurred by us up to that point shall be borne by our customer. If we are prohibited from manufacturing or delivering by a third party with reference to a property right belonging to him, we are entitled to stop the work without checking the legal situation. Our customer has to bear the costs of any legal disputes.
    3. 9.3 Drawings and samples provided to us that did not lead to the order will be returned upon request at the customer's expense, otherwise we are entitled to destroy them 3 months after submitting our offer.
    4. 9.4 We are entitled to the copyrights and, if applicable, industrial property rights to the models, moulds, forms and devices, drafts and drawings designed by us or by a third party on our behalf, even if our customer has assumed the costs for this.
    1. 10. Miscellaneous Provisions
    1. 10.1 We are entitled to process the data received from our customer on the basis of the business names in accordance with the provisions of the Federal Data Protection Act, in particular to transmit the data required for the credit insurance to the credit insurer.
    2. 10.2 The assignment of claims that our customer is entitled to against us from the business relationship is excluded.
    3. 10.3 Should one of the understood conditions be legally invalid, the validity of the other provisions and the rest of the contract will not be affected. Invalid provisions or provisions that will become ineffective will be replaced by provisions that aim to achieve the same economic success. Insofar as provisions have not become part of the contract, the content of the contract is then based on the statutory provisions.
    4. 10.4 The place of performance for the delivery is Büren.
    5. 10.5 The place of jurisdiction in all cases, including for all future claims arising from the business relationship, including those from bills of exchange, checks and other documents, is Paderborn District Court.
    6. November, 01. 2021