CBN, PKD, CVD und HM Werkzeuge Schneidwerkzeuge und Sonderwerkzeuge
Nachschleifservice Tool Management

Terms of delivery and payment


§1 General - Scope

(1) The following conditions shall apply for all transactions with the Buyer, also for transactions in the future, unless otherwise agreed in writing for the individual case; we do not accept any contradictory conditions or conditions of the Buyer deviating from our conditions of sale, unless we had expressively agreed to their validity in writing. Our conditions of sale shall also apply if we perform the delivery without reservation, although we are aware of contradictory conditions or conditions of the Buyer deviating from our conditions of sale.
(2) All agreements as well as changes to the contract require the written form; any amendment of this provision shall also require the written form.
(3) The Buyer shall not be entitled to assign to any third party his rights from the contractual relationship with GDP GmbH without expressive approval in writing.
(4) Our conditions of sale are applicable only towards entrepreneurs in terms of § 310 clause 1 BGB (German Civil Code).
(5) The „International Commercial Terms (Incoterms)“ of the International Chambre of Crafts in their applicable version shall apply to the interpretation of such commercial terms.


§ 2 Offer, bidding documents

(1) Our offers are always non-binding and shall be binding only by our written confirmation of the order; our offers are valid for three months from the date of preparation. If the order is qualified as an offer according to § 145 BGB, we can accept it within 2 weeks.
(2) We reserve the right of ownership and the copyright in illustrations, drawings, calculations and other documents. This shall also apply to such written documents which are identified as “confidential”. Any distribution to third parties on the part of the Buyer requires our prior expressive approval in writing.


§ 3 Prices – Terms of payment

(1) Our prices are applicable “ex works“ Saarwellingen, including packaging, provided that nothing else is provided in the order confirmation.
(2) The prices from the current pricelist (net prices), which is valid at the time of our offer and/or our order confirmation shall be applicable plus the statutory VAT, provided nothing else is expressively stated in the offer or the order confirmation.
(3) Any deduction of cash discount requires a separate agreement in writing.
(4) The net purchase price (without deduction) shall be due for payment within 30 days from the invoice date, provided that nothing else is stated in the order confirmation. The statutory regulations concerning the consequences of delayed payment shall be applicable.
(5) The Buyer shall only be entitled to set-off rights if his counterclaims are finally settled, undisputed or accepted by us. Furthermore, he is entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.


§ 4 Delivery period

(1) The beginning of the delivery period stated by us requires the clarification of all technical issues.
(2) Compliance with our delivery commitment also requires proper fulfilment of the Buyer’s obligations in due time. We reserve the defence of lack of performance of the contract.
(3) If the Buyer is in default of acceptance or if Buyer culpably is in breach of other obligations to co-operate, we shall be entitled to claim the damages incurred to us to this extent, including possible additional expenses. Further claims or rights shall remain reserved.
(4) Provided that the requirements of clause (3) are applicable, the risk of accidental perishing or accidental deterioration of the sales item shall transfer to the Buyer at the time when the Buyer is in default of acceptance or default of the debtor.
(5) We shall be liable according to the statutory regulations, if the underlying sales contract is a business to be settled on a fixed date in terms of § 286 clause 2 No. 4 BGB or § 376 HGB (German Commercial Code). We shall also be liable according to the statutory regulations, if the Buyer is entitled to claim he is no longer interested in further fulfilment of the contract as a result of our delay in delivery, for which we are responsible.
(6) Furthermore, we shall be liable according to the statutory regulations, if the delay in delivery is based on intentional or grossly negligent breach of contract on our part; we shall also be liable for any fault on the part of our representatives or vicarious agents. If the delay in delivery is based on a grossly negligent breach of contract on our part, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(7) We shall also be liable according to the statutory regulations, if our delay in delivery is based on the culpable breach of a material contractual obligation; in this case however, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(8) Furthermore, in case of delay in delivery, we shall be liable for each completed week of default in the scope of a lump-sum compensation for delay to the amount of 3% of the delivery value, however as a maximum not more than 15% of the delivery value.
(9) Further statutory claims and rights of the Buyer shall remain reserved.


§ 5 Dispatch and transfer of risk

(1) Provided that nothing else is stated in the order confirmation, the delivery is agreed to be “ex works“.
(2) The risk shall transfer to the Buyer as soon as the shipment was delivered to the person in charge of the transport or has left our Saarwellingen warehouse for the purpose of dispatch. If the dispatch is delayed upon the Buyer’s request or for reasons, for which the Buyer is responsible, the risk shall transfer to the Buyer by our notification of readiness for dispatch.
(3) Wes hall be entitled, however not obligated, to insure the shipment on behalf and for the account of the Buyer; on the request of the Buyer, we will effect a transport insurance on behalf and for the account of the Buyer.


§ 6 Notification of defects, warranty and liability

(1) The Buyer shall inspect the delivery immediately after receipt and shall immediately inform us on possible defects in writing in terms of § 126b BGB or via e-mail.
(2) In case of a defect of the purchase item, we are entitled at our discretion to subsequent performance in the form of removal of defects or to supply a new item free of defects. In case of removal of defects or replacement delivery, we are obligated to bear all expenses required for the purpose of subsequent performance, in particular costs of transport, travel, work and material, provided that these costs will not increase as a result of such transport of the purchase item to another place than the place of performance.
(3) If the subsequent performance should fail, the Buyer at his discretion shall be entitled to demand recission or reduction of the purchase price.
(4) We shall be liable according to the statutory regulations, provided that the Buyer claims for damages based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. To the extent that we are not accused of wilful breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) We shall be liable according to the statutory regulations if we culpably are in breach of a material contractual obligation; also in this case however, the liability for damages shall be limited to the foreseeable, typically occurring damage. A material contractual obligation exists, if the Buyer could and may rely upon the fulfilment of such obligation.
(6) The liability for culpable damage of life, body or health shall remain unaffected; this shall also apply to the mandatory liability according to the Product Liability Act.
(7) The liability shall be excluded, provided that nothing else is agreed contrary to the provisions mentioned above.
(8) The statute of limitations for warranty claims is 12 months, beginning from the transfer of risk.
(9) We shall only be liable for the provision of such information and advice on the use of our products, for which we are not already required due to secondary contractual obligation or by act of law, if a special remuneration has been agreed upon for such information and advice.


§ 7 Joint and several liability

(1) Any further liability for damages than the liability provided in § 6 shall be excluded, regardless of the legal nature of the claim. This particularly applies to claims for damages due to culpa in contrahendo, due to other breach of duty or due to tortious claims for damage to property according to § 823 BGB.
(2) The limitation according to clause (1) shall also apply if the Buyer demands replacement of useless expenses instead of claims for damages.
(3) If the liability for damages is excluded or limited towards us, this shall also apply with respect to the personal liability for damages of our employees, representatives and vicarious agents.


§ 8 Retention of title

(1) We reserve the title in the purchase item until all payments under the business relationship are received. In case of any behaviour of the Buyer contrary to the contract, in particular in case of delay in payment, we shall be entitled to withdraw the purchase item. Our withdrawal of the purchase item shall constitute a recission from contract. After return of the purchase item, we shall be entitled to its exploitation; the proceeds of sale shall be credited against the Buyer’s liabilities, minus reasonable costs of exploitation.
(2) In case of current accounts, the retention of title serves as collateral for any balance claim.
(3) The Buyer shall immediately notify us in case of garnishment or other third-party interventions so that we can take action according to § 771 ZPO (German Code of Civil Procedure). If the third party is not able to reimburse to us the legal and extrajudicial costs of proceedings according to § 771 ZPO, the Buyer shall be liable for the default incurred to us.
(4) The Buyer is entitled to sell the sales item in the course of his ordinary business; however, the Buyer already now shall assign to us all claims to the amount of the invoiced total amount (incl. VAT) of our receivables, which accrue to him from the resale towards his purchasers or third parties, regardless whether the sales item was re-sold without processing or after processing. The Buyer shall remain entitled to collect such receivables even after the assignment. Our entitlement to collect the receivables ourselves shall remain unaffected. However, we commit not to collect the receivables as long as the Buyer meets his payment obligations from the collected revenues, does not fall behind with his payments and in particular as long as no petition in settlement or insolvency proceedings has been filed or the Buyer discontinues his payments. However, if this is the case, we may demand that the Buyer informs us on the assigned claims and their debtors, provides all information required for collection, hands over the appropriate documents and informs the debtors (third parties) on the assignment.
(5) Any processing or transformation of the purchase item is always made on our behalf. If the purchase item is processed with other objects which do not belong to us, we shall acquire the co-ownership in the new object on a pro-rata basis of the value of the purchase item (invoiced total amount, incl. VAT) vs. the other processed objects at the time of processing. Incidentally, for the object formed by the processing, the same shall apply as for the purchase item delivered under retention of title.
(6) If the purchase item is inseparably combined with other objects not belonging to us, we shall acquire the co-ownership in the new object on a pro-rata basis of the value of the purchase item (invoiced total amount, incl. VAT) vs. the other combined objects at the time of the combination. If the combination is accomplished in a way that the object of the Buyer is to be considered the main object, it is agreed that the Buyer shall assign to us the co-ownership on a pro-rata basis. Thy Buyer shall keep safe for us the sole ownership or co-ownership accrued in such way.
(7) The Buyer shall also assign to us the claims for hedging our claims towards the Buyer, which accrue to any third party due to the combination of the purchase item with a real property.
(8) On the Buyer’s request, we commit to release the securities we are entitled to insofar, as the liquidable value of our securities exceeds the claims to be hedged by more than 20%; we shall be entitled to choose the securities to be released.


§ 9 Place of jurisdiction – Place of performance

(1) If the Buyer is a registered trader, a legal entity under public law or under special fund of public law, our place of business shall be the place of jurisdiction; However, we shall be entitled to sue the Buyer also at the court of his residence. The same shall apply if the Buyer changes his place of residence or main residence to outside of the scope of the German civil justice, if this residence is unknown at the time of commencement of a suit, or if the Buyer does not have a general place of jurisdiction in Germany.
(2) The law of the Federal Republic of Germany shall exclusively apply; the United Nations Convention on Contracts for the International Sale of Goods shall be excluded. Our business location Saarwellingen shall be place of performance, provided that nothing else is stated in the order confirmation.


January 2012

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