General terms and conditions Wagner Zerspanungstechnik GmbH Co KG
1. These delivery and sales conditions are part of all our offers and Contracts for deliveries and services in current and future business relationships.
2. Other agreements, in particular customer terms and conditions as well Subsidiary agreements require our prior written consent to be effective.
3. Orders only become binding with our order confirmation.
4. The offer relates to the specifications required in the request documents. For all The requirements that are not specified by the request documents apply to the customary in the industry Tolerances. Notifications of changes in the specification or the production process take place according to the agreements made with the customer or if one Quality guarantee is affected.
5. We are not obliged to provide instructions and / or specifications from the customer regarding their accuracy and / or check legal conformity. The customer is solely responsible for these tasks Responsibility. This also applies in particular to liability for any commercial violation Property rights.
6. Each contractual partner will provide all documents (including samples, models and data) and Knowledge that he obtains from the business relationship only for the jointly pursued purposes use and with the same care as appropriate own documents and knowledge keep secret from third parties if the other contracting partner designates them as confidential or has an obvious interest in their confidentiality.
7. The obligation does not apply to documents and knowledge that are generally known or that are available from Were already known to the contractual partner without being obliged to maintain confidentiality, or which are subsequently transmitted by a third party authorized to pass on the data or by the receiving contracting party without using confidential documents or Knowledge of the other contractual partner can be developed.
8. We reserve ownership, copyright and ownership of all documents made available to the customer other property rights. Without our prior consent, these documents may not be used in any Used for non-contractual purposes, in particular not reproduced or accessible to third parties be made. They must be returned to us immediately on request.
9. Our prices apply ex works plus freight / postage, packaging, insurance and each applicable VAT
10. Unless otherwise stated, all prices are in euros.
11. Disposable packaging will be charged at cost price and will not be taken back.
12. If price-determining factors change unpredictably after the contract is concluded, in particular costs for raw material, labor, resources or similar, and between the conclusion of the contract and delivery is more than four months, we are entitled to the prices after previous to increase customer information appropriately.
Terms of payment
13. Unless otherwise agreed, all invoices are due within 14 days Invoice date due for payment.
14. If we have indisputably delivered partially defective goods, our customer is still obliged to make payment for the error-free portion, unless the partial delivery is not for him Interested. In addition, the customer can only with legally established or undisputed Set off counterclaims.
15. If the target is exceeded, we are entitled to charge interest on arrears in the amount of the rate that the bank charges us for overdrafts, but at least in the amount of 9 Percentage points above the respective base rate of the European Central Bank.
16. In the event of a delay in payment, we can, after written notification to the customer, fulfill our Discontinue commitments until payment is received.
17. Bills of exchange and checks are only by agreement and only on account of performance and under the Assumption of discountability assumed. Discount charges are made from the due date of the invoice amount. A guarantee for timely submission of the change and Checks and for raising bill protests are excluded.
18. If it becomes apparent after the conclusion of the contract that our payment claim is due to a lack Performance of the customer is endangered, so we can refuse the performance and the Customers determine a reasonable period in which to pay step by step against delivery or has to provide security. If the customer refuses or the deadline expires without success, we are entitled to withdraw from the contract and to claim damages.
Shipping and transfer of risk
19. Deliveries are made ex works at the cost and risk of the customer (EXW Incoterms 2010).
20. In the absence of a special agreement, we choose the means of transport and the route.
21. The risk, even if free delivery has been agreed, is given when the goods are handed over to the Customers, the forwarder or carrier, but at the latest when they leave our factory or Warehouse, on the customer.
22. If the customer is late in accepting the goods, the risk of being ready for dispatch is transferred and that too then, if there is a delay in acceptance only after readiness for dispatch.
23. At the request and expense of the customer, the shipment will be broken, transported and Fire damage or other risks desired by the customer are insured.
24. Deadlines begin on the date of our written declaration of acceptance or confirmation run, but not before the customer has fulfilled all the necessary requirements (e.g. agreed Financing commitments, transmission of all necessary documents such as drawings and standards) were created and before any payments due were received.
25. Deadlines are extended appropriately if the contract with our customer changes or is supplemented, or if the customer does not meet his cooperation obligations in good time.
26. Deadlines and dates are only binding if they have been expressly agreed in writing.
Delay in delivery
27. Can we foresee that the goods cannot be delivered within the delivery period? we will inform the customer immediately and in writing of the reasons for this purpose, and if possible name the expected delivery date.
28. If the delivery is delayed by a 30 listed circumstance or by acting or failure of the customer, an extension of the Delivery period granted. A possible contractual penalty is not considered effective in these circumstances.
29. The customer is only entitled to withdraw from the contract if we fail to comply with the Are responsible for delivery dates and he has set us a reasonable grace period without success.
30. Force majeure, industrial disputes, riots, official measures, lack of Deliveries from our suppliers and other unpredictable, inevitable and the contractual partners release serious events for the duration of the disruption and to the extent their effect or, insofar as they lead to the permanent impossibility of performance, overall by the Obligation to perform. This also applies if these events occur at a time when the person concerned Contracting party is in default, unless he deliberately or through gross negligence caused. The contracting parties are obliged, within reason, to immediately take the necessary To provide information and their commitments to the changed circumstances in good faith and To adapt beliefs.
Retention of title
31. We reserve ownership of the delivered goods until all claims have been fulfilled the business relationship with the customer.
32. The customer is entitled to sell these goods in the ordinary course of business, as long as he fulfills his obligations from the business relationship with us in good time. However, he may neither pledge the reserved goods nor transfer them as security. He is committed to ours To secure rights in the case of the credited resale of the reserved goods.
33. In the event of breaches of duty by the customer, in particular in the event of late payment, we are unsuccessful Expiry of a reasonable period of time set for the customer to withdraw from the contract and to Withdrawal authorized. The statutory provisions on the dispensability of setting a deadline stay untouched. The customer is obliged to surrender. We are withdrawing from the contract entitled if application to open insolvency proceedings over the customer's assets is provided.
34. All claims and rights from the sale or, if applicable, the customer permitted rental of goods in which we have ownership rights, the customer already occurs now to back us up. We accept the assignment.
35. The customer always undertakes any processing or processing of the reserved goods for us. Becomes the reserved goods are processed or inseparably processed with other objects that do not belong to us mixed, we acquire co-ownership of the new item in the ratio of Invoice value of the reserved goods to the other processed or mixed Objects at the time of processing or mixing. Be our goods with other movable objects connected to a single thing or inseparable mixed and the other thing is to be regarded as the main thing, the customer transfers to us proportional co-ownership, insofar as the main thing belongs to him. The customer keeps the property or co-ownership for us. For processing or combining or mixing the resulting thing is the same as for the reserved goods. 36. Third-party enforcement measures in the goods subject to retention of title to those assigned to us The customer has us receivables or other collateral without delay by handing over the for to provide documentation of an intervention that is required. This also applies to impairments other type.
37. If the value of the existing collateral exceeds the secured claims as a whole more than 20 percent, so we are at the request of the customer to release collateral committed at our choice.
38. The quality of the goods depends exclusively on the agreed technical Delivery instructions. If we do according to our customer's drawings, specifications, samples etc. deliver, he assumes the risk of suitability for the intended purpose.
39. The customer checks the products for any defects immediately upon receipt of the goods. Obvious defects are within 5 working days, hidden defects within 5 Report working days after discovery in writing.
40. Unless otherwise agreed, the limitation of claims for material defects is based on the law.
41. We must be given the opportunity to ascertain the alleged deficiency. Rejected goods are on Send the request back to us immediately. We will cover the transportation costs if the Notification of defects is justified. If the customer does not meet these obligations or without our consent makes changes to the goods already objected to, he loses any Claims for material defects.
42. We are entitled to repair the defects at our own discretion or to deliver replacements, too after repeated unsuccessful repairs. We have adequate time and opportunity to do this grant.
43. If the defect cannot be remedied within a reasonable period, the customer has the right from To withdraw from the purchase contract or to request a reduction.
44. For defects that arise prior to installation or processing by the customer with reasonable effort If it could have been determined, all claims arising from liability for material defects will lapse as soon as the goods are processed or installed.
45. For material defects caused by unsuitable or improper use, incorrect assembly or commissioning by the partner or third parties, normal wear and tear, faulty or negligent treatment arise, we are not responsible for the consequences of improper and without our consent to changes or repair work carried out by the customer or third party. The same applies to defects that are insignificant in the value or suitability of the goods reduce.
46. If acceptance of the goods or an initial sample inspection has been agreed, the complaint is from Defects excluded, which the customer would have with careful acceptance or initial sample inspection Can be detected.
47. recourse claims acc. Sections 478 and 479 of the German Civil Code only exist if the claim by the Consumer was entitled and only to the legal extent, but not for not with us coordinated goodwill arrangements. You set the observance of your own obligations Authorized recourse, in particular the observance of the notification obligations.
Limitation of liability
48. Claims for damages and reimbursement of expenses by the customer, regardless of which Legal basis, including those from tort or for replacement of defects or Consequential damage caused by culpable violation of ancillary contractual obligations or on lost profits are excluded. This does not apply insofar as we, our managers or vicarious agents have acted with intent Negligence, injury to life, limb or health, liability due to There is a breach of an essential contractual obligation or a liability according to Product liability law is mandatory.
49. In the event of a breach of essential contractual obligations that are not due to intent or gross Negligence or an injury to life, body, Health or a quality guarantee, our liability for the replacement of the contract-typical, foreseeable damage limited.
50. Insofar as our liability is excluded or limited, this also applies to personal Liability of our employees, workers, employees, legal representatives and Vicarious agents.
51. The statutory regulations on the burden of proof remain unaffected.
Place of jurisdiction and choice of law
52. Unless otherwise stated in the order confirmation, our place of business is Place of fulfillment.
53. For all legal disputes, including in the context of a bill of exchange and check process, is ours Place of jurisdiction. We are also entitled to sue at the customer's registered office.
54. The contractual relationship is exclusively the law of the Federal Republic of Germany to apply. Application of the United Nations Convention of April 11, 1980 on Contracts for the purchase of goods (CISG - "Wiener Kaufrecht") are excluded.
Wagner Zerspanungstechnik GmbH & Co. KG