These Terms of Delivery are valid for all contracts – including future ones – with companies and legal persons according to general law and public law relating to special assets (in the following referred to as „buyer“) concerning supplies and other services, including contracts for work, consulting contracts, paid labour contracts, and the supply of acceptable and non-acceptable goods. The purchasing conditions of the buyer shall in no case apply. In cases of doubt the German version is determinate.
Our offers are not binding. Our catalogue and our price list are part of our offer. Illustrations, dimensions and indications of weight are approximate. We reserve the right to modify models and styles without separate notice. We reserve unrestricted rights of ownership and copyright exploitation with regard to cost estimates, drawings and other documents (referred to in the following as: documents). The documents may only be made accessible to third parties after our approval, and must be returned to us immediately on demand if the order is not placed with us.
3. Custom-made Products
Order quantities of custom-made products may exceed or fall short by 10 %. This applies also to mass-product articles which arespecially marked according to buyer’s requirements. We can determine technical or design features that have not been explicitly ordered or specified according to the technical requirements.
4. Prices / Order Quantities
Unless something else has been agreed upon, our price list, valid when the contract is concluded, is determinate. Our prices are DAF Germany if not otherwise agreed. Our quotations are not binding, Value Added Tax will be added to the price at the current legal level. We may choose the mode of transport at our own discretion. We reserve the right to change the ordered numbers of items into packing units.
5. Delivery Times
Statements to delivery or fulfillment times are approximate. Delivery or fulfillment dates (delivery times) begin with the date of our order confirmation and are valid only under the requirement of timely clarification of all details of the order and the timely fulfillment of all commitments of the buyer as e. g. the presentation of all official certificates or presentation of letters of credit. Our obligation to supply is subject to the proviso of correct and timely supplying to us unless we are to blame for the incorrect or delayed supplying. Delivery times have been met when the goods have left our plant by that time or have been reported as ready for delivery. We reserve the right to carry out partial deliveries. If liabilities result due to delayed shipments, paragraph 11 is to be applied.
6. Transfer of Risk
In all transactions, including freight prepaid and freight-free deliveries, the risk of loss or damage to the goods shall pass to the buyer at the time where we hand them over to the forwarding agent or to the carrier, at the latest with their departure from our warehouse.
7.1 Payment and discount periods shall begin with the invoice date, otherwise payments are due immediately without discount. Payment has to be effected that we can dispose of the sum on the due date. If the agreed credit period has been exceeded, we may charge interest payable on the arrears at the rate of 8 percentage points above the ECB’s base rate. Bills of exchange are accepted only upon special agreement, provided they are discountable. The buyer bears any costs for discount or collection.
7.2 A right of retention and a possibility of offset are available to the buyer only insofar as his counterclaims are uncontested or are legally binding.
7.3 If, after conclusion of the contract, buyer becomes in payment arrears with a not inconsiderable amount or if there are other occurrences which point to a considerable deterioration in the payment ability or buyer’s willingness to pay, we may withhold any deliveries until payment or sufficient security has been effected. We may also make all claims payable which are not yet due according to our current relationship with the buyer.
8. Retention of Title
8.1 All goods delivered to the buyer shall remain our property (Reserved Property) until complete payment is made and all of the buyer’s accounts resulting from the business relationship with him, in particular any account balances have been settled. This condition shall apply to any future as well as any conditional claims including accepted notes and such cases where the buyer will affect payments on specifically designated claims.
8.2 With regard to processing or manufacturing of the Reserved Property, we shall be deemed to be manufacturer within the meaning of § 950 BGB (German Civil Code) without committing us in any way. When the reserved goods are processed, combined with and mixed with other goods by the buyer we retain a joint ownership proportionally on the new goods in relationship of the invoice value of the reserved goods and the buyer keeps them for us free of charge.
8.3 The buyer may only sell the goods in normal business. Claims resulting from the further sale of the reserved goods will already be ceded to us at this time by way of security together with all securities which the buyer has obtained for his claims. The right to collect claims resulting from resale expires in the case of our retraction, which is possible at the latest by payment arrears. Should the value of the Reserved Property or of any goods or claims superseding the Reserved Property exceed the amount of the secured receivables by more than 50 %, we shall – upon buyer‘s request – release pro tanto collateral at our discretion. Taking back the Reserved Property shall not be regarded as withdrawal from the contract.
9. Industrial Property Rights
KNIPEX reserves all rights of ownership and copyright to all of its patterns and models, illustrations, drawings, calculations and other documents and information as well as commercial and technical details provided to the customer.
All KNIPEX products are subject to a careful quality control. Defects must be reported immediately in writing, at the latest seven days after delivery. Defects which cannot be discovered within this time in spite of the most careful inspection are to be reported in writing as soon as possible, at the latest within seven days after discovery. We may, upon our discretion, remedy the defect or deliver non-defective goods. In case of transport damages also the person in charge of the transport must be informed. In case of shortfall quantities, buyer has to determine the gross and net weight and has to send us copies of the delivery bill and the transport documents, otherwise his complaint can not be processed. Buyer’s claims in connection with defective goods become time-barred within one year after their delivery.
11. Liability for Damages
11.1 We can be held responsible for damages incurred because of a violation of contractual and non-contractual obligations or requirements – also for our senior staff and other involved persons – only in the case of intent and gross negligence, limited to the foreseeable typical contractual damages at the time the contract was concluded; incidentally, our liability is also excluded for damages due to defects or their consequential damages.
11.2 These limits do not apply to a culpable violation of essential contractual requirements, such as the correct and timely delivery and the duties to provide information, custodial care and prudence for the purpose of enabling the buyer to the contractual use of the delivered goods. Further, these limits do not apply to culpably caused damages to life, body and health and also not when and insofar as we have taken over the guarantee for the quality of the goods delivered, as well as in cases of inescapable liability according to the product liability law.
11.3 Should we default in delivery or in performance, buyer may in accordance with art. 11.1 and 11.2 hereunder request – in addition to the performance – compensation for damages incurred; however in case of slight negligence limited to 5 % of the purchase price of the delivery in default. Buyer’s right to claim damages in lieu of performance in accordance with art. 11.1 and 11.2 hereunder remains unaffected.
11.4 We only assume expenses associated with subsequent performance insofar as they are appropriate in the individual case, especially in relation to the purchase price of the goods, and under no account are more than 100% of the purchase price. We shall only assume further expenses, for example in connection with the installation or dismantling of the faulty item, in accordance with Paragraphs 11.1 and 11.2 of these Terms and Conditions. Compelling statutory provisions shall not be affected by this.
12. Returned Goods
Apart from our liability for defects, buyer shall be credited for returned goods only if and insofar as we have previously agreed to such return in writing. Returned goods shall be credited with 80 % of their original price, provided they are resalable and in their original packaging. Otherwise, costs for reconditioning and packaging shall be charged additionally. Any credit will be charged against new deliveries to buyer only. For security reasons, insulated tools cannot be returned.
13. Place of Fulfilment and Jurisdiction
Place of Fulfilment, including buyer’s obligations, and Place of Jurisdiction is Wuppertal, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).