General Terms and Conditions of Keil Profi-Werkzeuge GmbH
valid from: 01.11.2019
1) Our deliveries and services are provided exclusively on the basis of the following terms and conditions. The General Terms and Conditions of Business also apply to all future contracts and business with the partner. Any terms and conditions of the partner which are not expressly recognised by us shall not be valid.
2. These general terms and conditions of business shall only apply to companies, legal entities of public law and special funds under public law within the meaning of § 310 (1) BGB.
II. General provisions
1. Contracts are concluded if we expressly accept the order or send the ordered goods or if we have not received the partner's order without delay, at the latest within 14 days in writing reject.
2. The information and illustrations contained in brochures and catalogues are customary in the industry. approximate values, unless we have expressly designated them as binding.
III. Long-term and call-off contracts, contract adjustment
1. Unlimited contracts can be terminated by both contracting parties with a notice period of 2 months
2. If, in the case of long-term contracts (contracts with a term of more than 12 months and unlimited contracts) a significant change in wage, material or energy costs, each contracting party shall be entitled to to request an appropriate adjustment of the price taking into account these factors.
3. If a binding order quantity has not been agreed, we shall base our calculation on the prices charged by the partner for is based on a non-binding order quantity (target quantity) expected over a certain period of time. If the partner less than the target quantity, we are entitled to increase the unit price appropriately. If he takes more than the target quantity, we will reduce the unit price appropriately, provided that the partner can cover the additional demand by at least 2 months before delivery.
4. If, in the case of delivery contracts on call, unless otherwise agreed, binding quantities of at least 2 months before the delivery date by means of a call. Additional costs, which are incurred due to a delayed call or subsequent changes to the call-off in terms of time or quantity are caused by our partner, shall be borne by the partner; our calculation shall be decisive in this respect.
5. Significant changes, additional requests or supplementary performance specifications after conclusion of the contract oblige both parties to make reasonable adjustments to the remuneration, the deadlines and the performance description. This applies accordingly to technical problems that could not be foreseen at the time of acceptance of the order.
1. Each contracting party shall provide all documents (including samples, models and data) and knowledge, from the business relationship, only for the jointly pursued purposes and with the same care and attention to secrecy as with corresponding own documents and knowledge towards third parties, if the other party to the contract describes them as confidential or if there is an obvious interest in their secrecy is interested. This obligation shall commence upon first receipt of the documents or knowledge and shall apply unlimited in time.
2. The obligation does not apply to documents and knowledge which are generally known or which, on receipt, were made available to were already known to the contracting party without being obliged to maintain secrecy, or which were subsequently be transmitted to a third party authorised to pass on the data or which are developed without exploitation of confidential documents or knowledge of the other contracting party will be.
V. Drawings and descriptions, samples and means of production
1. If one contracting party provides the other with drawings or technical documents concerning the goods to be delivered or their manufacture, they remain the property of the submitting contracting party.
2. The production costs for samples and production equipment (tools, moulds, templates, etc.) are unless otherwise agreed, shall be invoiced separately from the goods to be delivered. This also applies to for production equipment that must be replaced or repaired due to wear and tear.
3. If the partner suspends the cooperation during the production time of the samples or production equipment or if he terminates it, all production costs incurred up to that point
shall be borne by him.
4. Even if the partner has paid for them, the means of production remain at least until the supply contract in our possession. The partner is then entitled to demand the return of the means of production, if an amicable agreement has been reached on the date of release and the partner has has fully complied with its contractual obligations.
5. Customer-related means of production may only be used by us with the prior written consent of our Partners for deliveries to third parties.
VI. Prices and terms of payment
1 Our prices are in Euro plus value added tax, packaging, freight, postage and insurance.
2. The partner agrees that we are automatically included in the Supply packing units.
3. All invoices are due for payment upon receipt as well as upon receipt of the goods, if no other agreement was reached. With regard to the consequences of default of payment,
the statutory provisions.
4. If we have indisputably delivered partially defective goods, our partner shall nevertheless be obliged to pay for the defect-free part, unless the partial delivery is of no interest to him.
5. The partner may only offset with counterclaims which have been legally established or are undisputed. The partner is entitled to exercise a right of retention insofar as its counterclaim is based on the the same contractual relationship.
6. In case of default of payment we are entitled to charge interest on arrears at the respective statutory rate in accordance with §§ 288 para. 2, 247 BGB (8 percentage points above the respective base interest rate). The The assertion of further damages caused by delay remains unaffected.
7. In the event of default of payment, we may, after written notification to the partner, suspend performance of our Suspend commitments until payments are received.
8. Cheques shall only be honoured on account of performance and on condition that they are duly honoured accepted.
9. If it becomes apparent after conclusion of the contract that our claim for payment has been performance of the partner is endangered, we can withhold performance and offer the partner a determine a reasonable period of time within which he shall make payment or provide security concurrently with delivery has. If the partner refuses or the deadline expires without success, we are entitled to withdraw from the contract and demand compensation for damages.
VII Delivery, dispatch, transfer of risk
1. Unless otherwise agreed, we deliver "EXW Engelskirchen" (Incoterms 2010). Decisive for the Compliance with the delivery date or delivery period is the notification of readiness for dispatch or collection by us. In the absence of a special agreement, we shall select the means of transport and the transport route.
2. The delivery period begins with the dispatch of our order confirmation and is extended accordingly, if the conditions of point XII are met.
3. Partial deliveries are permissible to a reasonable extent. They will be invoiced separately.
4. Within a tolerance of 10 percent of the total order quantity, production-related excess or Short deliveries for custom-made products are permissible. According to their scope, this changes the Total price. 5. Goods notified as ready for dispatch must be taken over by the partner without delay. Otherwise we shall be entitled, to dispatch them at its own discretion or to store them at the expense and risk of the partner.
6. At the time of handing over the goods to the railway, the forwarding agent or the carrier or at the beginning of storage, at the latest however, on leaving the factory or warehouse, the risk shall pass to the partner, even if we have taken over the delivery.
7. All shipments with a net value of goods of € 250,-- or more will be delivered within the Federal Republic of Germany free domicile including packaging. Express charges or express delivery will always be charged. All postal and parcel service charges are franked. If the value of the goods is less than € 250,--, the freight will be invoiced.
VIII. Delay in delivery
1. If we can foresee that the goods cannot be delivered within the delivery period, we will partner immediately and in writing, inform him of the reasons for this, and after possibility to state the expected delivery date.
2. If the delivery is delayed due to a circumstance listed in clause XII or due to action or If the partner fails to do so, an extension of the delivery period appropriate to the
circumstances will be granted.
3. The partner is only entitled to withdraw from the contract if we are unable to meet the delivery date on time. and he has unsuccessfully set us a reasonable grace period.
IX. Reservation of title
1. We retain title to the delivered goods until all claims, including claims arising in the future, have been satisfied. claims from the business relationship with the partner. If there is a contract between us and the partner current account relationship, we retain title to the goods until payment of the claims arising from the current account relationship a recognised current account balance.
2. The partner is entitled to sell these goods in the ordinary course of business and to collect claims as long as he meets his obligations from the business relationship with us in good time. If the partner includes the claim in a current account relationship with his contractual partner, he hereby assigns to us already now his claim from the final balance within the meaning of § 355 HGB in the amount of our due claims against us off. If the reserved goods are resold together with other goods, the assignment in advance shall extend to only up to the value of the reserved goods. However, the partner may not pledge the reserved goods ...nor transfer it for security. He is obliged to transfer our rights in the credited resale of the to secure the goods subject to retention of title.
3. all claims and rights arising from the sale or, if applicable, a rental allowed to the partner of goods to which we are entitled to property rights, the partner hereby assigns to us as security. We hereby accept the assignment.
4. In the event of breaches of duty by the partner, in particular default in payment, we shall be entitled, after unsuccessful expiry a reasonable period of time set for the partner to perform is entitled to with draw from the contract and take back the goods; the statutory provisions on the dispensability of setting a deadline remain unaffected. The partner is obligated to surrender. We are entitled to withdraw from the contract if an application for the opening of the insolvency proceedings are filed against the assets of the partner.
5. We are entitled to use the authorizations for resale and collection of the assigned to revoke claims if the partner meets his payment obligations from the proceeds received does not comply, is in default of payment, a petition for the opening of insolvency proceedings has been filed or cessation of payments exists. If this is the case, the partner shall, at our request, upon revocation the assigned claims and their debtors to be known to us, and to inform us of the assigned to inform the debtors of the assignment, to provide all information necessary for the collection of the claims by us, to to provide information and documents.
6. The partner shall always carry out any treatment or processing of the reserved goods on our behalf without make obligations out of this. If the reserved goods are combined with other objects not belonging to us, the processed or inseparably mixed, we shall acquire co-ownership of the new item in the ratio of the value of the processed or inseparably mixed item to the the invoice value of the reserved goods to the other processed or mixed objects at the Time of processing or mixing. If our goods are combined with other movable objects or inseparably mixed into a single thing and the other thing is the main thing the partner shall transfer proportional co-ownership to us insofar as the main item belongs to him. The Partner shall keep the property or co-ownership in safe custody for us free of charge. For the goods which have been processed or In all other respects, the same shall apply to the object created by combining or mixing as to the reserved goods.
7. The customer shall not be entitled to make any claims against us arising from the reserved goods, the claims assigned to us, or the or other securities, the partner must immediately transfer to us the securities required for intervention necessary documents. This also applies to seizures or other legal or factual Impairments by third parties. The partner is obliged to inform the third party of our reservation of title. to be pointed out.
8. If the value of the existing securities exceeds the secured claims by more than 10 percent, we shall be entitled, at the request of the partner, to release securities of our
choice to this extent committed.
9. if the sold goods are brought into the territory of another state, the partner undertakes to ensure at its own expense before commencing delivery that the legal system of the State to which the goods are brought, has a reservation of title which is compatible with the provisions of these is comparable to figure IX. In this respect, the partner is obliged to carry out all actions, measures to and registrations that are necessary and practicable to protect our property rights and to protect our of the goods sold. For this purpose we commit ourselves to provide the partner with all legally required support actions and provide the partner with the necessary information in writing and to provide appropriate documentation. The partner shall be liable to us for each and every damage, which results from the fact that no sufficient security of our property in the sold goods or the reservation of title under this clause IX. is wholly or partly dependent on the right of the State to which the goods sold have been shipped is not recognised.
X. Material defects, notices of defects, warranty, limitation period
1. The quality of the goods shall be based exclusively on the agreed technical delivery specifications. The risk of the suitability of the goods for the intended purpose is borne by the partner. Decisive for the determination of the contractual condition of the goods, the time of the transfer of risk in accordance with Point VII. 6.
2. The partner shall immediately upon arrival at the place of destination deliver the goods delivered by us to to examine errors or defects, even if samples were sent. The delivery or service shall be deemed approved, if visible defects or defects discovered during the inspection are not detected without culpable delay we will be reprimanded. The partner shall have hidden defects without culpable hesitation after their discovery, at the latest however within one year from receipt of the goods with simultaneous transfer of the rejected Were to be reprimanded to us. The dispatch of the notice of defects is decisive for compliance with the deadline.
3. We must be given the opportunity to determine the defect notified. Complained about goods is on demand to us immediately; we shall bear the transport costs if the notification of defects is justified and the is. If the partner does not comply with these obligations or makes changes to of the goods already complained about, he loses any claims for material defects.
4 Our warranty is initially limited to rectification of defects or replacement delivery at our discretion. The partner must give us reasonable time and opportunity for this. Strike rectification of defects or replacement delivery is not possible or if the elimination of the defect is not possible due to a disproportionately high expenditure, the partner may demand a reduction in price or withdraw from the contract if the partner refuses to step back. Reimbursement of costs is excluded if the expenses increase because the goods have been moved to another location after our delivery, unless this is in accordance with the intended use of the goods. The right of the partner to subsequent performance in the case of insignificant Defects are excluded.
5. for material defects caused by unsuitable or improper use, faulty assembly or incorrect installation commissioning by the partner or third parties, normal wear and tear, faulty or negligent handling we are not responsible for the consequences of improper use and the use of the product without our consent. changes or repair work carried out by the partner or third parties. The same applies to defects, which reduce the value or the suitability of the goods only insignificantly.
6. Claims for material defects become time-barred one year after the transfer of risk. This does not apply if the law prescribes longer periods as mandatory, in particular for defects in a building and for goods which has been used for a building in accordance with its normal use and its defectiveness caused this. In cases of delivery recourse in the purchase of consumer goods, the limitation periods according to §§ 478, 479 BGB.
7. legal claims to recourse of the partner against us exist only insofar as the partner is in a legal relationship with its customer has not made any agreements which go beyond the statutory claims for defects. For Furthermore, the scope of the rights of recourse shall be governed by Section X. 4 sentence 4 accordingly. 8 § 444 BGB remains unaffected by the provisions of this clause X.
XI. other claims, liability
1. We are liable for damages - irrespective of the legal grounds - in accordance with the following provisions - if we, our legal representative or vicarious agent have culpably caused them.
2. In case of intent, gross negligence and in case of slightly negligent injury to life, body or health we shall be liable without limitation - with the exception of the following sentence. Our liability for gross negligence negligence is limited to the typical damage foreseeable at the time of conclusion of the contract, unless this damage is based on an injury to life, body or health.
3. The following applies in the case of slight negligence: Our liability for slight negligence is - with Exception in case of breach of cardinal obligations - excluded. Otherwise, our liability for slight negligence is limited to the typical damage foreseeable at the time of conclusion of the contract.
4. Statutory liability irrespective of fault, in particular liability under the product liability law, remain unaffected. We shall be liable without limitation insofar as claims of the partner against have already arisen for us before conclusion of the contract.
5. The rights of the partner under warranty or due to delay in delivery remain unaffected.
6. We shall not be liable for damage caused by improper use and storage, incorrect installation or incorrect use of the goods. due to natural wear and tear.7) As far as the liability for damages against us is excluded or limited, this also applies in the With regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
XII. Force Majeure
Force majeure, labour disputes, unrest, official measures, failure of our suppliers to deliver Suppliers and other unforeseeable, unavoidable and serious events exempt the contractual partner for the duration of the disruption and to the extent of its effect from the performance obligations. This applies to even if these events occur at a time when the contracting party concerned is in default unless he has caused the delay intentionally or by gross negligence. The contracting parties are obliged, within the bounds of reasonableness, to provide the necessary information without delay and obligations to the changed circumstances in good faith.
XIII Place of performance, jurisdiction and applicable law
1. Unless otherwise stated in the order confirmation, our place of business is the place of performance.
2. Our place of business is the place of jurisdiction for all legal disputes, including those relating to a cheque protest. We are also entitled to sue at the partner's place of business.
3. The contractual relations are subject exclusively to German law. The validity of the UN purchase law (CISG) is excluded.
We have put most care in this translation. However, the German tasks and conditions („Allgemeine Geschäftsbedingungen“) are legally valid. This translation serves for your convenience.