General Terms
General terms and conditions
I. Scope of application/contract conclusion
The following terms of delivery and payment regulate the legal relationship between Gie-Tec GmbH (supplier) and our customers. Deviating terms and conditions of our customers shall be deemed non-binding until written acceptance is given. Other agreements, changes and ancillary agreements require our written confirmation.
II. Offer and order confirmation
1. Our offers are subject to change without notice. The scope of our obligation to perform shall be determined solely by our written order confirmation.
2. Our documents on which the offer or order confirmation is based, such as illustrations, drawings, dimensions and weight specifications, are generally only to be understood as approximate values, unless they are expressly designated as binding.
III. Copyrights and retention of title to drawings etc.
We reserve the right to ownership of drawings, sketches, cost estimates and other documents attached to our offers and order confirmations, which may only be used by our customer for the agreed purpose and may not be reproduced or made available to third parties without our consent. These documents and all copies thereof shall be returned to us on request.
IV. Price and payment conditions
1. The prices stated by us are quoted ex works, plus value added tax valid at the time of delivery, without packaging. Packaging will be charged at our discretion. All orders are based on the prices and discount rates valid at the time of delivery. The calculation is made in “EURO”, which is also payable.
2. In principle, deliveries are only made against cash on delivery or payment in advance. Deliveries against invoice must be expressly agreed. The conditions agreed in the order confirmation apply.
3. Payments are only valid on the day on which Gie-Tec GmbH can dispose of the invoice amount without loss.
4. In the event of default in payment, interest on arrears shall be charged at a rate of 5% above the base rate of the European Central Bank, subject to the assertion of further damages.
5. All our claims shall become due immediately if a payment deadline is not met or if the buyer violates other contractual agreements, as well as if we become aware of circumstances that are likely to reduce the buyer’s creditworthiness.
6. In the event of default in payment, we shall also be entitled to make outstanding deliveries only against advance payment or security deposits and to withdraw from the contract after setting a reasonable grace period or to demand damages for non-performance. In addition, we can prohibit the resale of the goods delivered under retention of title, demand their return or the transfer of indirect possession at the expense of the buyer and revoke a collection authorization.
7. Discounts stated in the invoice shall not be granted if the buyer is in arrears with the payment of previous deliveries.
8. A right to refuse performance on the part of the buyer is excluded in business transactions with merchants. The buyer is not entitled to a right of retention. This does not apply to business transactions with non-merchants if the counterclaim arises from the same contract. A set-off by the buyer is only permissible if his counterclaims are expressly declared to be undisputed or legally binding.
9. We are not obliged to accept bills of exchange.
V. Retention of title
1. All delivered goods remain our property until all our claims have been settled (goods subject to retention of title), even if payments are made for specially designated claims. The buyer undertakes to sell the reserved goods only in the ordinary course of business at his normal terms and conditions and as long as he is not in default.
2. The buyer shall only be entitled to resell the goods subject to retention of title if the claim from the resale is transferred to us in accordance with the following paragraphs. He is not entitled to dispose of the reserved goods in any other way. The buyer hereby assigns his claims from a resale of goods subject to retention of title to us, irrespective of whether the goods subject to retention of title are sold to one or more purchasers. The buyer is entitled to collect the assigned claims from the resale until our revocation, which is possible at any time.
4. We will only make use of our right of withdrawal in the cases mentioned under point IV. Insofar as our claims are due, the buyer is obliged to transfer the collected amounts to us immediately.
5. The buyer is not entitled to assign the claims in any case. At our request, the buyer is obliged – insofar as we inform his buyer ourselves – to inform the buyer of the assignment to us immediately and to prove the notification to us, as well as to send us the information and documents necessary for the collection of the assigned claims with this notification.
6. The buyer is obliged to inform us immediately of any seizure or other interference by third parties.
7. If the buyer fails to meet a payment date or if he violates other contractual agreements or if we become aware of circumstances that are likely to reduce the creditworthiness of the buyer, we are entitled to prohibit the resale of reserved goods and to demand their return or the granting of indirect possession at the buyer’s expense. Furthermore, we are entitled to revoke the collection authorization and/or to demand payment of amounts collected by the buyer.
If the goods have already been resold but not yet paid in full or in part, we are entitled to demand payment directly from the buyer’s customer.
8. We shall be entitled to demand the surrender of the items owned by us if we become aware of circumstances which make the fulfilment of our claim by the buyer appear to be at risk. A right of retention can only be asserted against this claim for restitution within the framework of the provisions made under point IV. The buyer hereby declares his consent that the persons commissioned by us to collect the goods may enter and drive on the premises where they are located for this purpose.
9. In the event of attachments, seizures or other dispositions or interventions by third parties, the Purchaser shall inform the Supplier without delay. In the event of culpable breach of essential contractual obligations by the Purchaser, in particular default of payment, the Supplier shall be entitled to take back the goods following a reminder, and the Purchaser shall be obliged to surrender them. taking back or asserting retention of title or seizure of the goods subject to retention of title by the Supplier shall not constitute a withdrawal from the contract, unless the Supplier has expressly declared this.
VI. Delivery and Shipping
1. The delivery period shall begin on the day of our order confirmation, but not before all details of execution have been fully clarified. Delivery dates are given in working days. All delivery dates which we do not expressly confirm as fixed dates are non-binding.
2. If we are hindered in delivery by force majeure, industrial disputes or disruptions in the course of operations at our company or our suppliers, which could not be avoided with reasonable due diligence, we shall be released from our obligation to fulfil the contract for the duration of these or similar circumstances. The buyer can demand an explanation from us as to whether we wish to withdraw or deliver within a reasonable period of time. If we do not explain ourselves, the buyer can withdraw. Delivery dates shall be deemed to have been met if they leave our works on time. Partial deliveries are permitted. Claims for damages due to non-compliance with delivery periods or deadlines are excluded.
3. The risk is transferred to the buyer as soon as we hand over the goods to the freight forwarder, carrier or customer as a collector, but at the latest upon leaving the factory or warehouse.
4. Our deliveries are made ex works, packaging and shipping costs will be charged separately. Packaging will not be taken back. Transport insurance requested by the customer is at his expense.
5. The minimum order value for shipments is 25 EURO (excluding VAT) in Germany and 500 EURO abroad. In the case of small deliveries for orders below the minimum order value, pro rata processing costs of 9.50 EURO will be charged in addition to packaging and shipping costs. Shipment deliveries to foreign countries are not carried out below the minimum order value.
6. Orders for custom-made products as well as orders in quantities and dimensions which are not part of our catalogue must be made in writing. If necessary, an advance payment to be agreed upon must be made. If special products are ordered in large quantities, we may undercut or exceed the delivery by an appropriate number of items (usually +- 10%). Furthermore, we can distribute the execution of orders among several separate partial deliveries to be invoiced separately.
7. Shipping costs are always charged at cost price. We are entitled to choose the means of transport and the route of dispatch when sending goods, excluding liability.
8. Deliveries are to be accepted by the customer, even if they have minor defects.
VII Guarantee
1. In the contractual relationship with non-merchants (end consumers) we guarantee that our products are free of defects for a period of two years from delivery. In the contractual relationship with registered traders (between companies) we guarantee that our products are free of defects for a period of one year. Individual products (e. g. milling spindles) may be excluded from this warranty or may have a shorter warranty period. However, this must be shown separately in the order confirmation.
2. The customer is obliged to assert visible defects in writing immediately, but at the latest within two weeks after delivery of the goods. This shall only apply to business transactions with non-merchants to the extent that these are obvious defects. Complaints will only be considered if the goods are still in the condition of the delivery. We take back goods which we have accepted as defective and deliver faultless goods in your place. Instead, we can also replace the lower value. If rectification of defects or a replacement delivery should fail, non-traders have the right to reduce the remuneration or to cancel the contract at their discretion. Further claims for consequential damages of the buyer due to defects are excluded, as far as these are not based on the error of a warranted characteristic. The purchaser shall grant the supplier the time and opportunity to remedy the defect at its reasonable discretion. If he refuses to do so, the supplier is exempted from defectiveness.
A return of the rejected goods is only permitted with our consent. The freight costs are to be presented by the buyer. Refunds will only be refunded in the event of a justified notification of defects.
3. If the customer initiates an inspection of the goods delivered by us and specifies a defect for which we would be liable, we will charge a handling fee for each inspected device if it turns out that there is no defect. Our liability, for whatever legal reason, is limited to intent and gross negligence.
4. We give technical advice to the best of our knowledge. However, all details and information on the suitability and application of our goods are non-binding and do not exempt the buyer from his duty of care, his own tests and trials. The buyer is solely responsible for observing statutory and official regulations when using the goods. We shall only be liable for the suitability of goods for certain purposes if this has been expressly guaranteed in writing.
5. Returns must be made in original packaging or equivalent packaging.
6. Claims for damages on the part of the Purchaser, irrespective of the legal grounds, in particular for positive breach of contract, breach of obligations in contractual negotiations and tort, are excluded. This does not apply if, for example, liability is mandatory under the German Product Liability Act (Produkthaftungsgesetz) or in cases of intent, gross negligence, lack of warranted characteristics or breach of essential contractual obligations. Compensation for the breach of essential contractual obligations is, however, limited to the foreseeable damage typical of the contract, insofar as there is no intent or gross negligence. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
VIII Repair works
If a cost estimate is requested before carrying out repairs, this must be stated explicitly. Costs for packaging and shipping shall be borne by the buyer. The invoice amount for repairs is to be paid immediately without any deductions. Repairs, also within the scope of warranty services, are always carried out at our works, unless otherwise agreed in writing.
IX Redemptions
Returns of delivered goods are only possible after consultation and agreement with a 10% discount.
Custom-made products and software are generally excluded from return.
The delivery note or the copy of the invoice must be enclosed with all consignments or returns. The costs of the return shipment are to be borne by the buyer or are to be carried out free domicile.
X Mounting
Unless otherwise agreed in writing, assembly work shall be remunerated. Assembly costs include in particular travel expenses, daily working hours as well as the usual rates for working hours and surcharges for overtime, night work, work on Sundays and public holidays, for work under difficult circumstances as well as for planning and monitoring. The costs for preparation, travel, waiting and travelling time will be invoiced separately.
XI Protection of privacy
All data necessary for the handling of the business relationship are stored and processed by the seller under the consideration of the Federal Data Protection Act.
XII Final provisions
1. This contract is subject to German law.
2. The application of the UN Convention on the International Sale of Goods (CISG) is excluded.
3. The place of performance for all obligations of both parties to the contract shall be the supplier’s headquarters or branch office, or shall be determined at the supplier’s choice. Irrespective of this, we are also entitled to sue the customer at his place of business.
4. In the case of goods exported by our customers to areas outside the Federal Republic of Germany, we assume no liability if our products infringe the industrial property rights of third parties. The buyer is obliged to compensate for the damage caused by us as a result of the export of goods which were not expressly delivered by us for export.
5. The ineffectiveness of individual provisions of these terms and conditions does not affect the effectiveness of the remaining provisions and the validity of the contract. The ineffective provisions shall be replaced by a provision which comes closest to the ineffective provisions in its economic content. The same applies in case of a gap.
6. Amendments and additions to these General Terms and Conditions must be made in writing in order to become effective.
Version 04/2009
