Page 302 - 德国Projahn2022

General Terms and Conditions of
PROJAHN Präzisionswerkzeuge GmbH

Valid since April 1, 2017. All beforegoing general terms and conditions herewith lose their validity. Please be advised that general terms and conditions
below are a translation of the German general terms and conditions. The German general terms and conditions are also valid for international business.
1. General 5. Delivery and Performance Time 8. Terms of Payment, Default in Payment 10. Limitation of Liability
1.1 Our deliveries, services and offers are made 5.1 Delivery dates or delivery periods, which may be 8.1 The billing amount is due immediately without 10.1 Claims for damages are excluded, irrespective of
exclusively on the basis of these terms and agreed on a binding or non-binding basis, have deductions after receipt of invoice. the nature of the breach of obligations, including
conditions, which will also apply to all future to be stated in writing. 8.2 Payment will be deemed to have tort, unless deliberate or grossly negligent acts
business relations even if they are not expressly 5.2 We cannot be held responsible for delays in been made only when the sum is at our are involved.
agreed anew. These terms and conditions are delivery and performance due to force majeure disposal. In the case of cheques, payment will 10.2 In case of breach of fundamental contractual obli-
considered agreed upon receipt of the goods or and events which significantly impede or ren- be deemed to have been made only when the gations, we are liable for every act of negligence,
services at the latest. Counter-confirmations on der delivery by us impossible, not merely on cheque has been cashed. but only to the extent of the foreseeable damage
the part of the purchaser with reference to the a temporary basis – including, in particular, or loss. Claims for loss of profit, saved expendi-
purchaser’s own terms of business or purchase strikes, lockouts, official rulings etc., and inclu- 8.3 We are entitled, notwithstanding any purcha- ture, third-party claims for damages, and other
are hereby rejected. ser’s stipulations to the contrary, to post pay-
sive of such events affecting our suppliers and ments first against the purchaser’s older debts. indirect and consequential damage cannot be
1.2 All agreements made between the purchaser sub-suppliers, even in case of bindingly agreed We will inform the purchaser of the nature made unless a quality feature we guarantee has
and ourselves for the purpose of performance dates and deadlines. They entitle us to post- of this settlement. If costs and interest have the express purpose of protecting the purchaser
of this contract must be recorded in writing. pone delivery or performance for the duration accrued, we are entitled to post the payment from such damage or loss.
of the hindrance plus a reasonable lead time, first against the costs, then against the interest 10.3 The limitations and exclusions of liability set forth
or to withdraw from the contract in whole or
2. Place of Performance, Passing of Risk, Insu- in part on account of the part not fulfilled. If and finally against the principal debt. in paragraphs 10.1 and 10.2 do not apply to
rance the hindrance lasts longer than three months, 8.4 The purchaser will be in default on the 30th claims arising as a result of fraudulent conduct on
our part, nor to liability for guaranteed quality fea-
2.1 The place of performance for delivery and the purchaser is entitled to withdraw from the day after the date of invoice, without a separate tures, claims under product liability law or dama-
payment is Dietzenbach. unfulfilled part of the contract after having notice of default having to be served. In case of ge resulting from injury to life, body and health.
granted a reasonable extension of time. If the default in payment, the unsettled claim bears
2.2 The risk passes to the purchaser as soon as delivery period is prolonged or if we are relea- interest at the rate of 8 percentage points 10.4 To the extent that our liability is excluded or
the consignment has been transferred to the sed from our obligations, the purchaser cannot above the respective base rate. The interest is limited, this also applies to our employees, repre-
person carrying out the transportation or as derive any claims for damages from this. We will to be set at a lower rate if the purchaser provi- sentatives and persons we engage for fulfilling
soon as it has left our warehouse for the pur- only have the right to plead the aforementioned des evidence of a lower burden. It is admissible our obligations.
pose of dispatch. If the dispatch is delayed at circumstances if we have notified the purchaser for us to produce evidence of higher loss.
the purchaser’s request, the risk passes to the promptly.
purchaser on notification that the consignment 8.5 The purchaser does not have the right to offset, 11. Protection of Data Privacy
is ready for dispatch. 5.3 We are entitled to make partial deliveries retain or reduce payments, even in the event of We store and process personal and company-related
and render partial performance at any time complaints or counterclaims, unless we express-
unless the purchaser excluded partial delivery ly agree to such or the counterclaims have been data as far as is necessary for executing the orders and
3. Offers and Prices or partial performance when the contract was res judicata or are undisputed. The buyer has as far as is admissible under the German Federal Data
concluded. a right of retention only due to counterclaims Protection Act (BDSG).
3.1 The presentation of our goods on the internet under the same contractual relationship.
or in the catalogue does not constitute an offer 5.4 The adherence to the delivery and performance
to which we are bound. It is an invitation to our duties on our part presupposes the punctu- 12. Applicable Law, Legal Venue, Severability
customers to make us a binding offer. al and orderly fulfilment of the purchaser’s 9. Reservation of Title 12.1 All legal relations between the purchaser and
obligations.
3.2 The order placed by our customer represents 9.1 The goods supplied remain our property until ourselves are governed by the laws of the Federal
a binding offer to conclude a contract of sale 5.5 If the purchaser defaults on acceptance, we are settlement of all claims (including all current Republic of Germany to the exclusion of the
relating to the ordered goods. Insofar as we entitled to claim compensation for the damage account balance claims) to which we are entitled provisions of the United Nations Convention on
acknowledge receipt of the order, this does or loss we incur. We are entitled to claim liqui- from the purchaser on any legal grounds, now Contracts for the International Sale of Goods.
not represent binding acceptance of the order. dated damages for non-fulfilment to the amount or in future. 12.2 The legal venue for all disputes arising directly or
of 15% of the agreed purchase price unless the
3.3 The contract of sale is brought about only when 9.2 The goods subject to retention of title may be indirectly from the contractual relationship is our
we forward a binding order confirmation to purchaser proves that the damage or loss we sold by the purchaser in the ordinary course principal place of business. We have the right to
the purchaser or send the ordered goods to incurred is lower or we prove that the damage of business as long as the purchaser is not also assert claims at another place of jurisdiction.
the purchaser. or loss is higher. in default. Pledging or transfer of ownership 12.3. Should any one of the above provisions be
5.6 Upon default of acceptance the risk of accidental
3.4 If we submit an offer, it is non-binding and by way of security is inadmissible. The claims inoperative, the validity of the other provisions
without engagement. Declarations of acceptan- deterioration and accidental loss passes to the (including all current account balance claims) will remain unaffected. The provision concerned
ce and all orders require our confirmation by purchaser. accruing from the resale or on any other legal is to be replaced by an operative one that most
letter or by written telecommunication to attain grounds (insurance, tort) with respect to the closely resembles the economic intent of the
legal validity. goods subject to retention of title are herewith original provision.
6. Special Tools assigned to us in their entirety by the buyer by
3.5 We reserve the right to change prices and to If we accept an order for special tools and confirm way of security. We revocably authorize the pur-
make technical modifications. The images of it in writing, we are entitled to deliver a reasonably chaser to collect the claims assigned to us, for
our products in the catalogue and on the inter- higher or lower number of units. his account and in his name. This authorization
net are not binding. Furthermore, no liability for for collection can be revoked only if the purcha-
printing errors is accepted.
ser does not duly fulfil his payment obligations.
3.6 The price list valid on the order date applies. 7. Warranty, Notification of Defects 9.3 If a third party attempts to seize the goods
3.7 The prices are subject to VAT at the respective 7.1 Immediately after the goods we deliver have subject to retention of title, in particular in case
statutory rate. arrived at their destination, they have to be of attachment, the purchaser will draw attention
inspected and handled with the due care and to our ownership and notify us without delay so
3.8 The catalogue indicates the packaging units diligence of a prudent businessman. If the goods
corresponding to the respective products. The are not inspected, we cannot be held liable for that we are in a position to enforce our title. If
packaging units are the minimum purchase any defects. This applies analogously if defects the third party is not in a position to reimburse
quantity. If an order for a reduced quantity is identifiable at a later stage are not promptly us for the court and out-of-court costs incurred
placed, we increase the order automatically to notified. We are to be notified of any defects in in this connection, the purchaser will be liable
the relevant packing unit. This procedure does writing, at the latest within 8 days from receipt for them.
not require the orderer’s express consent. of the goods. 9.4 In case of breach of contract by the purchaser
– in particular, default in payment – we are
7.2 Defects of quality are constituted only if the entitled to withdraw from the contract and to
4. Shipping Costs defects exist at the time of delivery. Therefore demand the return of the goods.
defects of quality are not constituted if the
Unless agreed otherwise, the following applies:
complaints can be put down to unsuitable or
4.1 Our prices are “ex works”, excluding packaging. improper use of our tools, natural wear, faulty
4.2 From a net order value of Euro 250.- upwards, or negligent handling, excessive workloads, the
we deliver free domicile within Germany, inclu- use of unsuitable operating resources, as well as
ding packaging. chemical, electrochemical or electrical influen-
ces, insofar as the usability under corresponding
4.3 A mark-up of Euro 5.00 is charged for orders special conditions was not agreed.
from domestic customers with a net order value
of less than Euro 50.-. 7.3 If defects of quality are constituted, we have
the right to choose whether the supplementary
performance takes the form of rectification or
replacement. We also have the right to issue
a commensurate credit note for the article
supplied.
7.4 The buyer is not entitled to base a rescission
claim on defects of quality which only insigni-
ficantly reduce the value or fitness for use of
the goods.
H 300
H 300