AGB

General Terms and Conditions of Sale (GTC) of schreurs-tools GmbH (Effective as of November , 2023)

Scope of Application; Exclusion Clause

1.1 These General Terms and Conditions of Sale (GTC) apply to all business relationships with our customers. They apply only if the customer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law, or a special fund under public law.

1.2 These GTC apply in the version valid at the time of the order; this also applies to future business relationships with our customers without the need for us to refer to them again.

1.3 Our GTC apply exclusively. If the customer uses conflicting or supplementary general terms and conditions, their validity is hereby rejected; they shall only become part of the contract if we have expressly agreed to them.

1.4 Individual agreements made on a case-by-case basis take precedence over these GTC. Subject to proof to the contrary, any written agreement or confirmation shall be decisive for proving their content.

2. Registration and Customer Account

2.1 We create an internal customer account for our customers in which we store all customer data collected in connection with the order as well as any terms agreed upon with the customer. The stored data is used to process current and future orders as well as for customer service.

2.2 Orders via our online shop can only be placed 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 them in their customer account. In addition, the customer can view their current and past orders there.

2.3 The customer confirms that all information provided by them during the ordering and registration process in accordance with Sections 2.1 and 2.2 is truthful and that orders are placed exclusively for commercial purposes. Any changes must be reported to us immediately.

3. Offers, Catalogs, Brochures, Price Lists, Technical Documents

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 incorporated into the contract. The presentation of products in our online store does not constitute an offer to enter into a contract for these products.

3.2 We reserve all property rights, copyrights, and intellectual property rights to all documents, materials, and other items provided to our customers. These may not be disclosed to third parties and may only be used for the purpose for which they were provided to the customer.

4. Conclusion of Contract for Standard Tools and Catalog Items

4.1 When ordering standard tools and current catalog items, the customer’s order is considered a legally binding offer to enter into a contract. The customer may place the order by fax, email, telephone during our business hours, or online. For online orders, Section 4.3 applies additionally and takes precedence. Former catalog items that we no longer carry in our current product range and no longer have in stock may be ordered as special tools in accordance with Section 5.

4.2 Unless otherwise specified in the order, we may accept the customer’s offer within 10 business days of receipt. Our acceptance is effected by a written statement (e.g., through our order confirmation or our notice of readiness for shipment/pickup) or—in the absence of such a statement—by shipping the goods. The content of this written statement, if any, is decisive for the content of the contract.

4.3 The following applies to orders placed via our online shop:

4.3.1 By clicking the “Add to Cart” button, 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 may correct their entries at any time before submitting the order by using the correction tools provided and explained in the ordering process.

4.3.2 By clicking the order button, the customer submits a binding offer to purchase the goods contained in the shopping cart. Completion of the ordering process requires the customer to confirm their acknowledgment and acceptance of these GTC by checking the box “I have read and accepted the General Terms and Conditions.”

4.3.3 Immediately after submitting the order, the customer will receive an automatic confirmation via email that we have received the order. This does not yet constitute acceptance of the contract. The contract is only concluded when we confirm to the customer that the goods have been shipped or are ready for pickup in an email designated as a shipping confirmation, or when the goods have actually been shipped or made available for pickup at our location.

5. Ordering Special Tools

5.1 Custom tools are manufactured individually based on the basic specification data (dimensions) provided by the customer and, if applicable, a dimensional drawing approved by the customer. The minimum order quantity for custom tools is two (2) pieces. The customer may submit the order inquiry by fax, email, telephone during our business hours, or online via the “Special Tools” feature.

5.2 Based on the basic specification data provided by the customer and any dimensional drawings, the customer will receive a customized quote from us summarizing their specifications, the price, and an approximate estimate of the expected production time. The quote is subject to change and non-binding and is valid for the order period specified in the quote.

5.3 The contract for the purchase of special tools is concluded when the customer places an order in writing (e.g., letter, fax, or email) in response to our customized quote pursuant to Section 5.2 within the order deadline specified in the quote, and we accept this order within a further ten (10) business days of receipt. Our acceptance is effected by an email designated as an 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 inability to pay, we are entitled to withdraw from the contract without setting a deadline. The statutory provisions regarding the dispensability of setting a deadline and the defense of uncertainty pursuant to § 321 BGB remain unaffected.

6. Prices and Shipping Costs

6.1 Unless otherwise agreed in individual cases, our price list current at the time of contract conclusion applies to catalog items. For orders placed via our online shop, the prices displayed in the order summary prior to submitting the order apply.

6.2 If, in individual cases, the price for a tool is not listed in our price lists, we will provide the customer with a customized quote specifying the price. In this regard, Section 5.2, sentence 2, and Section 5.3 apply accordingly.

6.3 Our prices are net prices and do not include taxes or any applicable shipping costs.

6.4 If a delivery period of more than four months has been agreed upon, we are entitled to pass on to the customer any cost increases that have occurred in the meantime for materials, manufacturing, personnel, or other cost elements to the corresponding extent. This also applies if a delivery period is extended to more than four months, unless the customer is not responsible for the delay.

7. Delivery Terms and Delivery Periods

7.1 Unless otherwise agreed, delivery shall be made EXW (Incoterms 2010) from our warehouse (schreurs-tools GmbH, Siemensstrasse 32, 71394 Kernen im Remstal, Germany) during our business hours (Monday through Friday, 8:00 a.m. to 5:30 p.m.). This is also the place of performance for the delivery.

7.2 At the customer’s request, the goods will be shipped to a destination specified by the customer at the customer’s expense. The amount of the shipping costs is based on the terms negotiated with the customer. For orders totaling EUR 800.00 or more, delivery is free of shipping charges.

7.3 Unless separate terms have been negotiated with the customer, we are entitled, in the event of shipping, to determine the method of shipment (in particular the carrier, shipping route, and packaging) ourselves. We do not deliver to parcel lockers. In this case, the risk passes to the customer upon receipt of our notification of readiness for shipment by the customer, but no later than upon handover of the goods to the carrier.

7.4 The customer’s preferred shipping method and the individually negotiated delivery terms are stored in their customer account and, unless otherwise agreed upon on a case-by-case basis , will be used for future orders.

7.5 For in-stock items, shipping takes place no later than two business days after the order is placed. Furthermore, any information regarding delivery or pickup times is always approximate. If it becomes foreseeable to us that a notified delivery time cannot be met, we will notify the customer immediately and inform them of the new estimated delivery time.

7.6 We are not liable for the impossibility or delay of delivery to the extent that it is due to force majeure or other events that were unforeseeable at the time the contract was concluded and for which we are not responsible. Such an event also includes incorrect or untimely delivery by our (sub)suppliers despite a corresponding hedging transaction concluded by us with the (sub)supplier.

7.7 We are entitled to make partial deliveries if the partial delivery is usable by the customer within the scope of the contractual purpose, the performance of the remaining service is ensured, and the partial delivery does not result in significant additional expense for the customer. In the event of a partial delivery, we will inform the customer of the estimated delivery time for the remaining portion.

8. Terms of Payment

8.1 The following payment methods are available to our customers:

• Invoice
  Unless otherwise agreed, our invoices are payable without any deduction within 30 days of the invoice date at the latest. If payment is made within 10 days of the invoice date, the customer is entitled to a 2% discount.
• Cash payment upon pickup
  Upon pickup of the goods at our warehouse (Section 7.1), the customer must pay the invoice amount in cash, unless the invoice has been settled in advance by bank transfer. We do not accept card payments.

8.2 Upon expiration of the payment period specified in Section 8.1 for purchases on account, the customer shall be in default. During the period of default, interest shall accrue on the purchase price at the applicable statutory default interest rate. The statutory default penalty (Section 288(5) of the German Civil Code (BGB)) shall apply in addition. We reserve the right to claim further damages resulting from default. In any case, our statutory claim for commercial interest from the due date (§§ 352, 353 HGB) against merchants remains unaffected.

8.3 After a second reminder has been issued, we reserve the right to make our services contingent upon payment on a step-by-step basis and to impose an order freeze against the customer.

8.4 The customer is entitled to set-off and retention rights only to the extent that their claim has been legally established or is undisputed. The customer’s warranty rights in the event of defects (Section 10) remain unaffected.

9. Retention of Title

9.1 We reserve title to the goods sold until all current and future claims (secured claims) arising from the ongoing business relationship with the customer have been settled in full. These goods and, where applicable, any products that replace them are hereinafter also referred to as “goods subject to retention of title.”

9.2 The customer is authorized, until further notice, to use, process, transform, mix, and/or resell the goods subject to retention of title in the ordinary course of business, provided that the customer is not in default of fulfilling its obligations to us or has not suspended payments. Specifically, the following applies:

9.2.1 The retention of title also extends to the products resulting from the processing, mixing, or combination of the goods subject to retention of title, whereby we are deemed the manufacturer. If, in the event of processing, mixing, or combination with third-party goods, the third party’s right of ownership remains in effect, we acquire co-ownership of the new item in a proportion corresponding to the ratio of the invoice value of our goods subject to retention of title to the total value. In all other respects, the same provisions 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, either in full or in the amount of our co-ownership share, and we accept this assignment. The customer remains authorized alongside us to collect the claims. However, we may also collect the claims ourselves if the customer fails to meet their payment obligations.

9.2.3 The customer is obligated, upon request, to provide us with a detailed list of the claims to which the customer is entitled , including the names and addresses of the buyers, the amount of each claim, the invoice date, etc., and to provide us with all information and documents necessary for the enforcement of the assigned claims and to permit us to verify this information.

9.3 The customer is not authorized to pledge the goods subject to retention of title or claims assigned to us to third parties or to transfer them as security. The customer must notify us immediately in writing if an application for the opening of insolvency proceedings has been filed or if third parties (e.g., through attachments) seize the goods belonging to us.

9.4 If the realizable value of the collateral exceeds our total claim against the customer by more than 10%, we shall, at the customer’s request, release collateral of our choice to that extent.

9.5 In the event that the retention of title becomes effective only through entry in certain registers and/or subject to compliance with other specific legal requirements, the customer undertakes to fulfill these requirements at its own expense.

10. Warranty for Defects

10.1 The statutory warranty for material defects and defects of title applies to our customers’ rights, unless otherwise provided in these General Terms and Conditions.

10.2 We assume no liability for public statements made by the manufacturer or third parties (e.g., advertising claims).

10.3 Information regarding any applicable additional warranties and their exact terms and conditions can be found in the warranty terms and conditions that may accompany the product and on specific information pages in the online store. With the exception of warranties expressly designated as such, we do not provide any warranties of any kind.

10.4 In the case of special tools manufactured individually for the customer in accordance with Section 5, the warranty is limited to ensuring that the dimensional specifications have been correctly implemented. Beyond this, we assume no warranty. In particular, we are not 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 specific expectations, unless we have provided a corresponding assurance in the individual case.

10.5 Unless an inspection has been expressly agreed upon, the customer is responsible for inspecting the goods immediately upon receipt and for reporting and documenting 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 of receipt of the goods, and documented in a suitable manner (e.g., by means of photos of the damaged shipping packaging). Section 377 of the German Commercial Code (HGB) remains unaffected.

10.6 If the goods do not meet the agreed quality standards, we are initially obligated to provide subsequent performance. This shall be carried out, at our discretion, by remedying the defect (repair) or delivering a defect-free item (replacement). If subsequent performance is impossible or has failed, or if a reasonable deadline set by the customer for subsequent performance has expired without success or is dispensable under statutory provisions, the customer may, at their discretion, withdraw from the purchase contract or reduce the purchase price. In the case of a minor defect, there is no right of withdrawal.

10.7 Apart from the statutory warranty rights, the customer has no right to return or exchange the goods. However, we may reach a different agreement with the customer on a case-by-case basis. In this case, we reserve the right to limit the return to goods purchased no 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 portion of the purchase price.

10.8 Claims for damages remain unaffected by the above provisions and exist exclusively in accordance with the provisions set forth in Section 12.

11. Warranty of Freedom from Third-Party Rights

11.1 In accordance with this Section 11, we warrant that the goods are free from third-party industrial property rights or copyrights. Each party shall immediately notify the other in writing if claims are asserted against it for the infringement of such rights.

11.2 In the event that the goods infringe a third party’s industrial property right or copyright, we shall, at our discretion and at our expense, modify or replace the goods in a manner reasonable for the customer so that no third-party rights are infringed, or secure the right for the customer to continue using the goods. If securing such rights or making modifications is not possible, the customer and we are entitled to withdraw from the contract.

11.3 Claims for infringement of third-party industrial property rights or copyrights are excluded if such infringement is based on instructions or specifications provided by the customer, an unauthorized modification, or non-contractual use of the goods by the customer. This applies in particular to specifications provided by the customer for the manufacture of special tools.

11.4 Any claims for damages beyond this may only be asserted in accordance with Section 12 below.

12. Liability for Damages

12.1 Unless otherwise provided in these General Terms and Conditions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.

12.2 We are liable for damages—regardless of the legal basis—without limitation for damages resulting from 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 breach of duty by us or one of our legal representatives that is merely simple or slightly negligent, we are liable only

• for damages resulting from injury to life, limb, or health;
• for damages resulting from the breach of material contractual obligations; in this case, however, our liability is limited in amount to the foreseeable, typically occurring damage. Material contractual obligations are those obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer regularly relies and may rely.

12.4 The limitations of liability pursuant to Section 12.3 shall not apply to the extent that 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, remains unaffected.

13. Statute of Limitations

13.1 The statute of limitations for statutory claims for defects is one year from receipt of the goods or, if acceptance has been agreed upon, from the date of acceptance.

13.2 The limitation period in Section 13.1 does not apply in the event of an intentional or grossly negligent breach of duty by us, our legal representatives, or our vicarious agents; for damages resulting from injury to life, limb, or health; in the event of fraudulent concealment of the defect; or for claims based on a warranty assumed by us or a procurement risk assumed by us. In such cases, the statutory limitation period applies.

14. Governing Law, Place of Jurisdiction

14.1 These Terms and Conditions and the business relationship between us and the customer are 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—including international—place of jurisdiction for all disputes arising from or in connection with the business relationship is our registered office in Waiblingen. However, we are entitled in all cases to sue the customer at their general place of jurisdiction or at the place of performance. Mandatory statutory provisions, in particular those regarding exclusive places of jurisdiction, remain unaffected.