General Business Terms

1. Our offer and order acceptance (order confirmation, delivery) shall be subject to the following terms and conditions. Earlier terms are thus invalid. If the buyer has deviating terms and conditions, these shall require our express consent.

2. An order shall be deemed to have been accepted when it has been confirmed by us in writing or when it is supplied. The times of delivery indicated in our order confirmation shall be deemed to have been agreed upon as approximate delivery times. They shall be deemed to have been complied with, if the goods were dispatched within the period agreed upon or if – within said period – the buyer was advised that the goods are ready for shipment. The time of delivery shall be reasonably extended – also when a delay in delivery has occurred – in case of unforeseen and inevitable events that we were unable to avert in spite of exercising reasonable care, such as a shortage of raw materials, an interruption of operations, the effects of labour disputes or the like. If, through any of the aforementioned circumstances, delivery or performance becomes impossible, we shall thus be exempt from our obligation to deliver. The buyer shall be entitled to withdraw if, in case of a delay in delivery for any of the above reasons, we fail to meet a respite allowed us. Any further claims – in particular because of damages arising from impossibility of performance, from default, from positive violation of a claim, from negligence on conclusion of the contract and from tort – shall be excluded, unless these are based on intent or gross negligence on our part or on the part of any of our executives.

3. The prices are the current prices ex our works or branch, exclusive of packing. The prices valid on the date of delivery will be charged. The value-added tax provided for by law will be added to the prices as applicable.

4. In any case where products of a special manufacture are ordered, it is the responsibility of the buyer to ensure that any drawings or samples do not infringe the legal patents or protection rights of a third party. We are not obliged to check for such legal rights. Where there is a liability on the supplier, it is the responsibility of the buyer to indemnify himself against any such liability. If special manufactures are supplied, we reserve production-related and, if catalogue articles are supplied, we reserve packing-related reasonable deviations from the quantities ordered. Partial deliveries shall be permissible.

5. The place of performance for delivery ex works is Marienheide and for delivery ex any of our external warehouses the place where the respective warehouse is located.
The place of performance for payment shall be Marienheide.

6. Our invoices shall be payable within thirty (30 ) days from the date of invoice less 2 per cent cash discount, or net within forty-five (45) days. If the buyer suspends his payments, all invoices shall be due at once. If the credit granted is exceeded – for whatever reason – we shall be entitled to charge default interest at the rate of eight (8) per cent over and above the respective discount rate of the ECB (European Central Bank).

7. As soon as the goods have been handed over to the railway, to the forwarding agent or to the carrier, but latest when having left the factory or warehouse, the buyer carries the risk and in fact also, when we have taken over the delivery.

8. We shall be notified in writing of any complaints or other claims immediately upon receipt of the goods.

9. If a complaint relating to defects on our filing-, milling-, grinding-, polishing-, cutting- and brushing-tools, is justified, we shall, at our sole discretion, either repair or replace the goods complained about. Our guarantee for defects on electric and air grinders as also the required accessories is exercised in such a manner that all parts, which have material defects, will either be repaired or replaced free of charge. Warranty for these material defect claims shall be valid for a period of twelve (12) months at the most. This does not apply if longer periods of time are stipulated by law. The warranty shall not cover damage caused by improper handling, the use of spare parts other than our own, or by repairs carried out in workshops other than our own.

10. The buyer shall be entitled to withdraw from the contract, if we fail to meet a reasonable respite granted to us for repair or replacement. Any further claims of the orderer, in particular for compensation for damage not arisen on the goods themselves, shall be excluded. This shall refer particularly to the claims for damages indicated in the last paragraph of No. 2 hereof.

11. All goods supplied shall remain our property until all our claims, in particular any remaining claims against the buyer, are met (paid) in full. This shall apply even if payment of specially designated claims is made. The orderer shall be entitled to resell the goods supplied by us within the normal course of business; but already now he shall assign to us all claims up to the amount of the final invoice amount (including value-added tax) that will accrue to him from the resale to his buyers or third parties. We agree to release upon the buyer’s request the securities due to us to such an extent that the value of our securities exceeds the claims to be secured by more than twenty (20) per cent; we shall be entitled to select the securities to be released. If the orderer suspends his payments, we shall be entitled to take back the goods against issuing a credit note. The buyer shall be obliged to surrender the goods. If we exercise our reservations of ownership, this shall not mean that we withdraw from the contract. Moreover, we shall be entitled to withdraw from the fulfilment of further existing delivery obligations.

12. We reserve the right to change models and designs in order to account for technical progress.

13. Repair work on used electric and pneumatic manual tools are implemented when we have received the customer’s goahead following our written cost estimate. If however no repair is then wanted, handling charges of 20 € per tool have to be accounted for. If the faulty tool is returned the costs rise to 24 € (4 € despatch costs per tool). In case of repair or new purchase costs eliminated.

14. We save data within the purposes of our contract. All data are protected in accordance with the provisions of the Federal Data Protection Act (BDSG).

15. The unit prices indicated do not include VAT and shall exclusively be used as a basis for calculation. Therefore, they shall not be passed on to third parties.