GENERAL CONDITIONS OF SALE
Gold Werkzeuge GmbH
§ 1 Scope of Application
These Terms and Conditions of Sale shall exclusively apply to entrepreneurs, legal entities subject to public law or special assets governed by public law as defined in
§ 310 section 1, German Civil Code (Bürgerliches Gesetzbuch - BGB). Any terms and conditions of the purchaser that are contrary to or deviate from our Terms and Conditions of Sale are not accepted by us unless we have expressly agreed to them in writing.
These Terms and Conditions of Sale shall also apply to all future transactions with the purchaser insofar as these are legal transactions of a related nature (as a precaution, the Terms and Conditions of Sale should always be attached to the order confirmation).
§ 2 Offer and Conclusion of Contract
If an order is to be considered an offer pursuant to § 145 of the German Civil Code (BGB), we can accept it within two weeks.
§ 3 Documents provided
We reserve ownership and copyrights on all documents handed over to the customer in connection with the placing of the order, such as calculations, drawings, etc. These documents must not be made available to third parties, unless we give our express written consent to the purchaser to do so. If we do not accept the purchaser's offer within the period stated under § 2, these documents must be returned to us immediately.
§ 4 Prices and Payment
Unless otherwise stated in the order confirmation, our prices are quoted ex warehouse Essingen, exclusive of the respective statutory value added tax, exclusive freight and packaging; these will be invoiced separately. For orders under 100 EUR we require an additional charge for smaller quantities of 20 EUR.
Payment of the purchase price is to be made exclusively to the account specified. Unless agreed otherwise, the invoice amount shall be payable within 10 days net after receipt of the invoice without discount. Deduction of a discount is subject to prior written agreement. Default interest of 8% shall be charged above the respective base rate. We reserve the right to claim for higher damages caused by default.
Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and selling expenses for deliveries made 3 months or more after conclusion of the contract.
§ 5 Right of Retention
The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 6 Delivery Time
The commencement of the delivery period specified is dependent on the timely and proper fulfilment of the purchaser’s obligations. We reserve the right to plead non-performance of the contract.
Should the purchaser fail to collect the delivered goods or infringes other duties to cooperate, we shall be entitled to demand compensation for the resulting damages, including any additional expenditures. We reserve the right to assert further claims. If the above conditions apply, the danger of accidental loss or deterioration of the purchased product shall pass to the purchaser at the time at which the latter falls into default of acceptance or payment.
In the event of a delay in delivery, not brought about by intent or gross negligence on our part, we shall accept liability for every week from default within the scope of a lump sum compensation for default amounting to 1% of the supply value, but not more than 5% of the delivery value.
Any further legal claims and rights of the purchaser due to delayed delivery remain unaffected.
§ 7 Passing of Risk upon Shipment
If the goods are dispatched to the purchaser at the purchaser's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser upon dispatch, at the latest upon leaving the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who pays the freight charges.
§ 8 Retention of Title
We shall retain title to all goods supplied by us until receipt of full payment of all claims resulting from the delivery contract. This shall also apply to all future deliveries even if we do not always expressly refer to this clause. We shall retain the right to take back the sales item if the purchaser breaches the contract.
The purchaser undertakes to handle the object of purchase with care until ownership has passed to him. In particular, the purchaser shall be obliged to insure the goods at his own expense against theft, fire and water damage at replacement value (note: only permitted for the sale of high-quality goods). If maintenance and inspection work has to be carried out, the purchaser must carry this out in good time at his own expense. Until transfer of ownership has been completed, the purchaser is obliged to inform us immediately in writing if the delivered item is seized or subjected to any intervention by third parties. Unless the third party is unable to reimburse the costs generated pursuant to § 771 ZPO (rules of civil procedure), the buyer shall be liable to us for the default.
The purchaser is entitled to resell the goods, which are subject to retention of title, within the ordinary course of business. The purchaser hereby assigns to us the claims against the customer arising from the resale of the reserved goods in the amount of the agreed final invoice amount (including value added tax). This transfer applies irrespective of whether the purchased goods are resold before or after processing. The purchaser remains authorized to collect the claim even after assignment. Our authority to collect the claim ourselves shall remain unaffected hereby. However, we shall not collect the claim as long as the purchaser meets his payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed for insolvency or suspended payments. (Note: This clause does not apply if no extended retention of title is intended).
The processing or reworking of the goods by the purchaser shall always be on our behalf. In this case, the purchaser shall continue to be eligible for the purchased item subsequent to processing or transformation. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply if our goods are combined with goods of a third party. Should the items be combined in such a way that the purchaser’s item is considered as main object, the purchaser shall transfer co-ownership to us proportionally, and shall safeguard the existing sole or co-ownership for us. In order to secure our claims against the purchaser, the purchaser also assigns to us such claims which may arise against a third party through the combination of the goods subject to retention of title with a property; we hereby accept this assignment.
We undertake to release the securities to which we are entitled at the request of the purchaser, if their value exceeds the claims to be secured by more than 20 %.
§ 9 Warranty and Notice of Defects as well as Recourse/Manufacturer’s Recourse
Warranty rights of the purchaser are based on the assumption that he has properly met his obligations to inspect the goods and give notice of defects according to section § 377 HGB (German Commercial Code).
Claims for defects are subject to a limitation period of 12 months after delivery of the goods to the purchaser. The statutory period of limitation shall apply to claims for damages in cases of intent and gross negligence as well as in case of claims for damages which relate to health, human injury or loss of life which are based on an intentional or negligent breach of duty by the user. (Note: in case of the sale of used goods, the warranty period can be completely excluded with the exception of the claims for damages mentioned in sentence 2).
The above provisions do not apply if longer periods are defined pursuant to § 438 section 1 no. 2 BGB (German Civil Code), (construction work and objects for construction work), and § 634a section 1 BGB (German Civil Code), (construction defects.) Our consent must be obtained prior to any return of goods.
If in spite of all due care, the delivered products should prove to have defects, at the time of transfer of risk, we shall, subject to timely notification of the defects, either repair the goods or deliver replacement goods. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above provision without restriction.
If the remedial measure fails, the purchaser - notwithstanding possible claims for damages – may withdraw from the contract or reduce the price.
There shall be no claims based on defects in the event of insignificant deviations from the agreed quality, insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable equipment, defective construction work, unsuitable subsoil or due to special external influences not assumed under the contract. To the extent that the purchaser or third parties perform inappropriate maintenance activities or modifications, no claims may be asserted for these and any resulting consequences.
The purchaser shall have no claim with respect to expenses incurred in the course of supplementary performance, including costs of travel and transport, labour and material, to the extent that expenses are increased because the goods supplied by us were subsequently brought to another location than the purchaser’s branch office, unless doing so complies with the intended use of the supplies.
Recourse claims by the purchaser against our company are only admissible insofar as the purchaser has not entered into any agreements with his buyer that exceed the legally mandatory claims for defects. Furthermore, as for the scope of the purchaser’s right of recourse against the supplier, paragraph 6 applies accordingly.
§ 10 Miscellaneous
This contract and all legal relations between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
Place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our place of business, unless otherwise stated in the order confirmation.
All agreements that are made between the parties for the purposes of contractual execution of this contract are stipulated in this contract.
§11 Information on Data Processing
The data provided by you in order to make use of our range of goods and/or services will be necessary for the purpose of execution of the contract and are necessary in that respect. Contract conclusion and contract processing are not possible without the provision of your data.
Legal basis for the data processing is the Basic Data Processing Regulation art. 6 section 1 lit. b, hereinafter referred to as DSGVO.
We shall delete the data upon completion of the contractual services, but must observe the tax and commercial statutory retention periods.
Within the framework of contract processing, we pass on your data to the transport company commissioned with the delivery of the goods or to the financial service provider, insofar as the transfer is necessary for the delivery of the goods or for payment purposes.
Legal basis for the passing on of data is art. 6 section 1 lit. b) DSGVO.
Contact Enquiries / Contact Possibility
If you contact us via contact form or e-mail, the data you provide will be used to process your enquiry. The data you provide is necessary for processing and answering your enquiry - we cannot answer your enquiry without its provision or can only answer it to a limited extent.
Legal basis for the processing is art. 6 section 1 lit. b) DSGVO.
Your data will be deleted if your request has been answered conclusively and if there are no legal obligations to retain it, such as for example in the case of any subsequent contract processing.