I. Offer and extent of supply
1. Our offers shall always be subject to alteration. A contract shall only come to rise through our written order confirmation, for the scope of the supply, this written confirmation only shall be authoritative. Additions, modifications or oral agreements shall require our written confirmation in order to be valid.
2. Drawings and technical documents etc. shall remain our property, they must be returned upon request. They may not be made accessible to third party persons without our consent.
3. Measurements, weights, illustrations and drawings shall not be binding for quality, if they are not expressly confirmed.
4. The ordering party shall assume responsibility for any documents, such as drawings, templates, patterns or similar, to be supplied by it.
5. In the event that special tools are given in the order, the order quantity may be exceeded or short by approximately 10%, but by at least 1 item. Invoicing shall be done on the quantity supplied.
II. Pricing and payment
1.The prices shall apply plus VAT. They shall apply from the factory and shall not include packaging, freight, postage or insurance.
The same shall apply to partial deliveries and express deliveries, unless otherwise agreed upon.
We shall be entitled to request compensation for disbursed freight and other expenses.
2. Payment must be made in accordance with the agreed terms and conditions. In the event of late payment or deferment of payment, interest at the bank’s current rate shall be applied with effect from the due date..
3. Withholding payment due to a cancellation or reduction request or other counterclaim of the ordering party, as well as the offsetting of such against payment, shall not be permitted.
4. Waste material from parts sent out for reworking shall remain our property.
5. In the event that, following the conclusion of the contract, justified doubts arise regarding the purchaser’s creditworthiness, we shall also be entitled, providing there has been no change to the purchaser’s financial circumstances since the conclusion of the contract, to demand immediate advance payments for the whole invoice amount and the payment of any outstanding, due or not due, payments from other deliveries. We reserve the right to withdraw from the contract in such a case.
6. In the event of cancellation of orders, the agreed price, less the costs for partial works still to be completed by us for the complete production of the ordered parts, shall be due and payable immediately.
III. Place of fulfilment and court of jurisdiction
1. Place of fulfilment for delivery and payment shall be: Katzenfurt.
2. Wetzlar is agreed upon as the court of jurisdiction however, we shall also be entitled to bring our claims before courts having jurisdiction in the place in which the ordering party’s headquarters are located.
3. Terms and conditions of the ordering party which conflict with these terms and conditions of sale shall not be binding upon us, even if order was based on these, and we have not expressly rejected to their content.
IV. Delivery period and possibility of supply.
1. Our delivery period shall commence upon the day the written order confirmation is dispatched but not before clarification of all material details; in the event of a subsequent alteration, it shall only commence upon the date of the revised written confirmation; in the event of an agreement on a deposit, upon the date on which payment is received.
2. Circumstances, in which timely and proper delivery is prevented, general difficulties, such as the procurement of raw materials, interruptions to operations within our factory or at our suppliers, transport problems and any other occurrences which affect the manufacture or dispatch of the goods to a commercially unreasonable level, shall release us from the duty to deliver.
3. Partial deliveries shall be permitted.
4. In the event that dispatch is delayed due to reasons over which the ordering party has control, the latter may be charged, with effect from one month following notification of readiness to dispatch, for the costs incurred due to storage of the goods in our factory, but at least a percentage of the invoice amount per month.
5. Claims for compensation for delays or damages due to delayed delivery, non-delivery or defective delivery shall not be permitted under any circumstances whatsoever.
6. For an order of stock items with an order value of less then 50 Euros, an administration fee shall be charged of 10 Euros.
V. Packaging, Dispatch, Transfer of liability
1. Packaging shall be undertaken - as far as necessary - at our discretion and charged for as cheaply as possible. The packaging materials shall not be returned unless expressly agreed otherwise.
2. Liability shall be transferred to the ordering party upon dispatch from the factory.
In the event that the dispatch is delayed through some fault of the ordering party, liability shall be transferred to the ordering party upon the day of readiness to dispatch.
3. Goods ordered on call must be purchased within 6 months from the date of the order, at the latest, providing a longer purchase period has not been agreed upon.
4. For properly delivered goods returned by the ordering party we charge a take-back or restocking fee amounting to 25% of the invoiced value of the goods, the minimum charge however being 15,-- Euro and the maximum 25,-- Euro. We take for granted that the goods are in undamaged condition and that the return shipment of the goods is free of all charges.
VI. Reservation of proprietary rights.
1. All supplied items shall remain our property until our invoices and any additional costs have been paid in full.
2. In the event that the purchaser sells on, or otherwise disposes of, the goods supplied by us, then until our claims arising from delivery of the goods have been settled in full, the purchaser’s claims against the third party buyer arising from the sale or disposal - incl. all additional rights - shall be deemed to be ceded.
3. At our request, the purchaser shall be obliged to inform the third party buyer of its claims and entitlements and to provide us with all information necessary for the assertion of our rights.
4. In the event of a garnishment, confiscation or assertion of any third party claim whatsoever over the supplied objects, the purchaser must inform us thereof immediately in a recorded delivery letter.
Pawning of the goods supplied by us or transfer of their ownership as security on a debt shall not be permitted insofar as we still have claims or entitlements against the purchaser.
In the event that the purchaser is unable to return the delivered objects in perfect condition, it shall be liable for all damages.
The assertion of our right to reservation of ownership or the garnishment of the delivered objects by us shall not constitute withdrawal from an unfulfilled delivery agreement.
VII. Representation and Warranties.
1.For goods delivered by us, we undertake, for brand new goods, the obligation acc. to the Code of Commercial Law, providing the agreed terms and conditions of payment are fulfilled and with the following limitations.
2. Any defects must be notified immediately and in writing. The period in which complaints may be made due to defects shall be governed by the legal provisions and our terms and conditions of sale.
We shall only be liable for defective performance, for material defects, we shall only be liable where reasonable care should have led us to recognise the defects.
3. We accept no liability for damages resulting from natural wear and tear. Liability shall also be excluded if repair or replacement is made more difficult due to unauthorised improvement works undertaken by the ordering party.
4. We provide no warranty for second-hand goods. These goods shall be deemed to have been delivered in good condition upon leaving our warehouse or the place of dispatch. The purchaser is free to inspect the purchased goods in advance. In the event that it does not make use of this opportunity, this shall be deemed to be a renunciation of any warranty claim.
5. For third party products, liability shall be limited to ceding of the liability claims available to us against the supplier of the third party products.
1.The ordering party shall be entitled to withdraw from the contract if an appropriate period granted to us for the elimination of a defect over which we have control, is unsuccessfully exceeded, or if the repair or procurement of a suitable replacement item is impossible, or in the event of a refusal on our part to rectify a justified defect; all other claims for compensation on the part of the ordering party shall be excluded.
Unforeseen events, for the purposes of Section IV of the terms and conditions, which lead to the agreed delivery period being exceeded, shall entitle us, except in the event of any claim whatsoever on the part of the ordering party, to withdraw from the contract fully or partially, except if, since placement of the order, the financial circumstances of the ordering party have changed so significantly that fulfilment can not rightly be expected of us. This shall also apply if an extension of the delivery period is initially agreed upon.
IX. Transfer of claims and entitlements.
The transfer and offsetting of claims and entitlements acquired against us from a concluded transaction shall not be permitted, neither will the offsetting of counterclaims.
Any deviation from these terms and conditions shall require our written approval in order to be valid.
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