1. SCOPE OF APPLICATION; DEFENSE CLAUSE
1.1 These General Terms and Conditions of Sale (GTCS) shall apply to all business relations with our customers. They shall only apply if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
1.2 These GCS shall apply in the version valid at the time of the order; this shall also apply to future business relations with our customers without our having to refer to them again.
1.3 Our GCS shall apply exclusively. If the customer uses conflicting or supplementary General Terms and Conditions, their validity is hereby rejected; they shall only become an integral part of the contract if we have expressly agreed to them.
1.4 Individual agreements made in individual cases shall take precedence over these GTCS. Any written agreement or confirmation shall be decisive for the proof of their content, subject to proof to the contrary.
2. REGISTRIERUNG UND KUNDENKONTO
2.1 We create an internal customer account for our customers, in which all customer data recorded in the context of the order as well as any conditions agreed with the customer are stored by us. The stored data will be used for the processing of current and future orders as well as for customer service.
2.2 Orders via our online store can only be made after prior registration and creation of an online customer account on the website [www.schreurs-tools.de]. After logging in to the website, the customer can view and edit the information and data stored about him in his customer account. In addition, the Customer can view his current and past orders there.
2.3 The customer confirms that all information provided by him during the order and registration according to section 2.1 and 2.2 are true and that orders are placed exclusively for commercial purposes. Changes are to be communicated to us immediately.
3. OFFERS, CATALOGS, BROCHURES, PRICE LISTS, TECHNICAL DOCUMENTATION
3.1 Our offers are subject to change and non-binding. Our catalogs, brochures, price lists, samples, reproductions and other technical documents (e.g. plans, drawings, descriptions, specifications, calculations) are non-binding unless they have been expressly included in the contract. The presentation of the products in our online store does not constitute an offer to conclude a contract for these products.
3.2 We reserve all property rights, copyrights and industrial property rights to all documents, materials and other items provided to our customer. These may not be passed on to third parties and may only be used for the purpose for which they were handed over to the customer.
4.CONCLUSION OF CONTRACT FOR STANDARD TOOLS AND CATALOG GOODS
4.1 When ordering standard tools and current catalog goods, the order placed by the customer shall be deemed a legally binding offer to conclude a contract. The customer may place the order by fax, by e-mail, by telephone during our business hours and online. For online orders, Clause 4.3 shall apply in addition and with priority. Former catalog goods that we no longer carry in our current range and also no longer have in stock can be ordered as special tools according to Clause 5.
4.2 Unless otherwise stated in the order, we may accept the customer's offer within 10 working days of receipt. Our acceptance shall be effected by written declaration (e.g. by our order confirmation or our notice of readiness for dispatch/collection) or - in the absence of such - by dispatch of the goods. The content of this written declaration, if any, shall be decisive for the content of the contract.
4.3 The following shall apply to orders placed via our online store:
4.3.1 By clicking the button "Add to shopping cart", the customer can initially place our products in a virtual shopping cart without obligation. The contents of the order are summarized under the heading "Shopping Cart". The customer can correct his entries at any time before submitting the order by using the correction aids provided and explained for this purpose in the order process.
4.3.2 By clicking the order button, the customer submits a binding offer to purchase the goods contained in the shopping cart. The completion of the ordering process requires the confirmation of the Customer's knowledge and validity of these GTC by confirming the field "I have read and accepted the General Terms and Conditions."
4.3.3 Immediately after sending the order, the Customer will receive an automatic confirmation of receipt of the order by us by e-mail. This does not yet constitute acceptance of the contract. The contract shall not be concluded until we confirm to the customer that the goods have been dispatched or are ready for collection in an e-mail designated as confirmation of dispatch or until the goods have actually been dispatched or are made available for collection from us.
5. ORDER OF SPECIAL TOOLS
5.1 Special tools shall be manufactured individually on the basis of the basic specification data (construction dimensions) provided by the customer and, if applicable, a construction dimension drawing approved by the customer. The minimum order quantity for special tools is two (2) pieces. The customer may submit the order request by fax, by e-mail, by telephone during our business hours and online under the function "Special Tools".
5.2 On the basis of the basic data submitted by the customer for the specification and any construction dimension drawing, the customer shall receive from us an individual offer with a summary of its details, the price and an approximate indication of the expected production time. The offer is subject to change and non-binding and is valid for the order period stated in the offer.
5.3 The contract for the purchase of special tools shall be concluded if the customer places its order in text form (e.g. letter, fax or e-mail) within the order period stated in the offer in response to our individual offer pursuant to clause 5.2 and we accept this order within a further ten (10) working days from receipt. Our acceptance shall be effected by an e-mail designated as order confirmation.
5.4 If, after the conclusion of the contract for the purchase of special tool(s), it becomes apparent that our claim to the purchase price is jeopardized by the customer's lack of ability to pay, we shall be entitled to withdraw from the contract without setting a deadline. The statutory provisions on the dispensability of setting a deadline and on the plea of uncertainty pursuant to § 321 BGB shall remain unaffected.
6. PRICES AND SHIPPING COSTS
6.1 Unless otherwise agreed in individual cases, our current price list at the time of conclusion of the contract shall apply to catalog goods. For orders placed via our online store, the prices displayed in the order summary before the order is placed shall apply.
6.2 If, in an individual case, the price for a tool is not listed in our price lists, we shall make the customer an individual offer stating the price. In this respect, clause 5.2 sentence 2 and clause 5.3 shall apply accordingly.
6.3 Our prices are net prices and are exclusive of taxes and any shipping costs.
6.4 If a delivery period of more than four months has been agreed, we shall be entitled to pass on to the customer any cost increases for materials, production, personnel or other cost elements that have occurred in the meantime to the corresponding extent. This shall also apply if a delivery period is extended to more than four months, unless the customer is not responsible for the delay.
7.DELIVERY CONDITIONS AND DELIVERY TIMES
7.1 Unless otherwise agreed, delivery shall be EXW (Incoterms 2010) our warehouse (schreurs-tools GmbH, Siemensstr. 32, 71394 Kernen im Remstal, Germany) during our business hours (Monday to Friday, 8:00 am to 5:30 pm). This is also the place of performance for the delivery.
7.2 At the request of the customer, the goods will be shipped to a destination specified by him at his expense. The amount of the shipping costs depends on the conditions negotiated with the customer. If the order value exceeds EUR 800.00, delivery shall be free of shipping costs.
7.3 Unless separate conditions have been negotiated with the customer, we shall be entitled to determine the type of shipment (in particular transport company, shipping route and packaging) ourselves. We do not deliver to packing stations. In this case, the risk shall pass to the customer upon receipt by the customer of our notice of readiness for shipment, but no later than when the goods are handed over to the carrier.
7.4 The delivery method preferred by the customer as well as the delivery conditions negotiated in detail shall be stored in the customer's account and, unless otherwise agreed in individual cases, shall be used for future orders.
7.5 In the case of goods in stock, shipment shall take place within two working days of the order at the latest. In all other respects, any statements regarding delivery or collection periods shall only be approximate. If it becomes foreseeable to us that an advised delivery period cannot be met, we shall notify the customer thereof without delay and inform him of the new expected delivery period.
7.6 We shall not be liable for the impossibility or delay of delivery if such impossibility or delay is due to force majeure or other events which were not foreseeable at the time of the conclusion of the contract and for which we are not responsible.
7.7 We shall be entitled to render partial performance if the partial performance is usable for the customer within the scope of the contractual intended purpose, the provision of the remaining performance is ensured and the customer does not incur any significant additional expense as a result of the partial performance. In the event of a partial delivery, we shall inform the customer of the expected delivery time of the remaining part.
8. TERMS OF PAYMENT
8.1 The following payment methods are available to our customers:
Unless otherwise agreed, our invoices are to be paid without any deductions within 30 days of the invoice date at the latest. In case of payment within 10 days from the date of invoice, the customer may retain a deduction of 2%.
- Cash payment upon collection
Upon collection of the goods from our warehouse (clause 7.1), the customer shall pay the invoice amount in cash, unless the invoice has been settled in advance by bank transfer. We do not accept card payment.
8.2 Upon expiry of the payment deadline in section 8.1 for purchase on account, the customer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. The statutory default fee (§ 288 para. 5 BGB) shall be added. We reserve the right to claim further damages caused by default. In any case, our statutory claim to the commercial due date interest (§§ 352, 353 HGB) shall remain unaffected vis-à-vis merchants from the due date.
8.3 After a second reminder has been issued, we reserve the right to make our services dependent on concurrent payment and to impose an order stop on the customer.
8.4 The customer shall only be entitled to rights of set-off and retention to the extent that his claim has been legally established or is undisputed. The customer's warranty rights in the event of defects (clause 10) shall remain unaffected.
9.RETENTION OF TITLE
9.1 We retain title to the goods sold until all current and future claims (secured claims) arising from the current business relationship with the customer have been settled in full. These goods and any products replacing them are hereinafter also referred to as reserved goods.
9.2 Until revoked, the customer shall be authorized to use, process, transform, mix and/or resell the goods subject to retention of title in the ordinary course of business as long as the customer is not in default with the fulfillment of its obligations towards us or does not suspend its payments. The following shall apply in detail:
9.2.1 The retention of title shall also extend to the products resulting from the processing, mixing or combining of the reserved goods, in which case we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, the latter's right of ownership remains, we shall acquire co-ownership of the new product in a proportion corresponding to the ratio of the invoice value of our reserved goods to the total value. Otherwise, the same shall apply to the resulting product as to the goods delivered under retention of title.
9.2.2 The customer assigns to us in advance all claims arising from the resale of the goods or the product in total or in the amount of our co-ownership share, and we accept this assignment. The customer shall remain authorized to collect the claims in addition to us. However, we may also collect claims ourselves insofar as the customer fails to meet its payment obligations.
9.2.3 The customer shall be obligated to provide us, upon request, with a precise list of the claims to which the customer is entitled, including the names and addresses of the customers, the amount of the individual claims, the invoice date, etc., and to provide us with all information and documents necessary for the assertion of the assigned claims and to permit the verification of such information.
9.3 The customer shall not be entitled to pledge the reserved goods or claims assigned to us to third parties or to assign them as security. The customer shall immediately notify us in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g. seizures) have access to the goods belonging to us.
9.4 If the realizable value of the securities exceeds our total claim against the customer by more than 10%, we shall release securities of our choice to this extent at the customer's request.
9.5 In the event that the retention of title shall only become valid by entry in certain registers and/or in compliance with special other legal requirements, the customer undertakes to create such requirements at its own expense.
10. WARANTEE FOR DEFECTS
10.1 The statutory warranty law shall apply to the rights of our customers in the event of material defects and defects of title, unless otherwise stipulated in these GCS.
10.2 We shall not assume any warranty for public statements made by the manufacturer or third parties (e.g. advertising statements).
10.3 Information on any additional warranties that may apply and their precise terms can be found in the warranty conditions that may be enclosed with the product and on special information pages in the online store. With the exception of warranties expressly designated as such, we do not assume any warranties of any kind.
10.4 In the case of special tools that have been individually manufactured for the customer in accordance with Clause 5, the warranty is limited to the correct implementation of the construction dimensions. Beyond that we do not assume any warranty. In particular, we shall not be liable for material defects or for the fact that the special tools are suitable for a specific or customary use or can otherwise be used in accordance with the customer's particular idea, unless we have given a corresponding assurance in the individual case.
10.5 Unless acceptance has been expressly agreed, it is the customer's responsibility to inspect the goods immediately upon receipt and to report and substantiate any defects without delay, but no later than four (4) weeks after receipt of the goods. Obvious transport damage must be reported immediately, at the latest within three days after receipt of the goods, and documented in a suitable manner (e.g. by photos of the damaged shipping packaging). § 377 HGB remains unaffected.
10.6 If the goods do not have the agreed quality, we shall first be obliged to remedy the defect. This shall be effected, at our option, by remedying the defect (subsequent improvement) or by delivery of a defect-free item (subsequent delivery). If subsequent performance is impossible or has failed, or if a reasonable deadline set by the customer for subsequent performance has expired unsuccessfully or is dispensable under the statutory provisions, the customer may, at its option, withdraw from the purchase contract or reduce the purchase price. In the event of an insignificant defect, there shall be no right of rescission.
10.7 In addition to the statutory warranty rights, the customer shall have no right of return or exchange. However, we may reach a different agreement with the customer in individual cases. In this case, we reserve the right to limit the return to goods whose purchase did not take place more than four (4) months ago, to charge the customer a restocking fee as well as the shipping costs for the return and, if applicable, to refund only a part of the purchase price.
10.8 Claims for damages shall remain unaffected by the above provisions and shall exist exclusively in accordance with the provisions under clause 12.
11.WARRANTY FOR FREEDOM FROM THIRD PARTY RIGHTS
11.1 We warrant in accordance with this Clause 11 that the goods are free from industrial property rights or copyrights of third parties. Each party shall immediately notify the other in writing if claims are asserted against it due to the infringement of such rights.
11.2 In the event that the goods infringe an industrial property right or copyright of a third party, we shall, at our discretion and at our expense, modify or replace the goods in a manner that is reasonable for the customer in such a way that no third party rights are infringed any longer, or procure the right for the customer to continue using the goods. If the procurement or modification is not possible, the customer and we shall be entitled to withdraw from the contract.
11.3 Claims for infringement of industrial property rights or copyrights of third parties are excluded if this infringement is based on an instruction or specifications of the customer, an unauthorized modification or use of the goods by the customer not in accordance with the contract. This shall apply in particular to the specifications given by the customer for the manufacture of special tools.
11.4 Any further claims for damages may only be asserted in accordance with the following clause 12.
12. LIABILITY FOR DAMAGES
12.1 Unless otherwise stated in these GTC, we shall be liable for breach of contractual and non-contractual obligations in accordance with the statutory provisions.
12.2 We shall be liable without limitation for damages - irrespective of the legal grounds - for damage caused by an intentional or grossly negligent breach of duty by us or one of our legal representatives or vicarious agents.
12.3 In the event of a merely simple or slightly negligent breach of duty by us or one of our legal representatives, we shall only be liable for the following
- for damages resulting from injury to life, body or health;
- for damages arising from the breach of material contractual obligations; in this case, however, our liability shall be limited to the amount of the foreseeable, typically occurring damage. Material contractual obligations are obligations the fulfillment of which is essential for the proper performance of the contract and on the fulfillment of which the customer regularly relies and may rely.
12.4 The limitations of liability pursuant to Section 12.3 shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. Any mandatory statutory liability, in particular under the Product Liability Act, shall remain unaffected.
13.1 The limitation period for statutory claims for defects shall be one year from receipt of the goods or, if acceptance has been agreed, from acceptance.
13.2 The limitation period in clause 13.1 shall not apply in the event of intentional or grossly negligent breach of duty by us, our legal representatives or our vicarious agents, for damages arising from injury to life, limb or health, in the event of fraudulent concealment of the defect or in the event of claims based on a guarantee assumed by us or a procurement risk assumed by us. In this case, the statutory limitation period shall apply.
14. APPLICABLE LAW, PLACE OF JURISDICTION
14.1 These GTC and the business relationship between us and the Customer shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
14.2 The exclusive - also international - place of jurisdiction for all disputes arising from or in connection with the business relationship is our registered office in Kernen im Remstal. However, we shall also be entitled in all cases to sue the customer at his general place of jurisdiction or at the place of performance. Mandatory statutory provisions, in particular regarding exclusive places of jurisdiction, shall remain unaffected.