Schlüter-tools GmbH & Co.KG, Cologne, General Terms & Conditions of Sales & Delivery (as at: November 2009)

I. General

1. The Terms & Conditions of Sales & Delivery of the company Schlüter-tools shall apply exclusively. Our Customer shall declare his agreement with these terms on placing an order, and they shall also apply to future transactions, even if no explicit reference is made to them but they have been sent to the Customer with an order confirmed by us. If the order is placed at variance with our terms of delivery and payment, then our terms of delivery and payment shall also apply, even if we do not raise objection. Variations shall therefore only apply if they have been accepted by us explicitly in writing. The Customer's terms, which may contradict or be at variance with our own, shall not become subject terms of the contract, even if we have not explicitly raised objection to them.

2. Schlüter-tools shall be entitled to assign the rights from the business relationship in question.

II. Quotation and Conclusion of Contract

1.We reserve our right to ownership, copyright and other proprietary rights in respect of estimates, illustrations, drawings and other documents; they shall neither be made accessible to third parties, nor shall they be published, copied or otherwise made available to third parties without the authorisation of Schlüter- tools. All documents shall be returned to Schlüter-tools on demand, without retention of copies.

2. Our quotations are non-binding. A contract shall only come into being on our written confirmation of the order. Our written order confirmation shall determine the content and extent of the contract.

3. Alterations to the technical specification of the goods ordered shall be permitted, insofar as no significant change in function occurs or the Customer does not prove that the alteration is unacceptable to him.

4. All details of weights, dimensions, hardness and materials given in the documents attaching to the quotation (e.g. illustrations, drawings) shall only represent approximate values, insofar as they have not been explicitly agreed as binding.

5. If not specified otherwise, all dimensions of length shall be given in mm, angles in degrees, details of weight in KG, details of hardness in HRC. We reserve the right to deviate from the dimensions stated for design reasons.

6. Customer orders shall be given in writing. Pre-orders by phone shall be confirmed by the Customer by e- mail or fax before manufacture begins.

7. Should alterations to the design arise at the request of the Customer after completion of the contract, alterations which bear on the scope of the service specified in the order confirmation, we reserve the right to issue a revised quotation for the additional scope of services. Only after acceptance of this revised offer by the Customer can production begin.

III. Scope of Delivery, Delivery Period, Pricing and Payment

1. The scope of delivery shall result from the agreements reached, in particular from the order confirmation by Schlüter-tools.

2. Designs and drawings shall not be included in the scope of delivery/service, unless otherwise agreed. The agreed price shall not provide the right to publication of drawings or designs for the commissioned tool or product manufacture.

4. For testing devices, we shall supply drawings (in tif or pdf format) or 3D data (in stp or iges format) together with the test certificate as documentation of the measurements to be checked. This shall be included in the delivery price.

5. Schlüter-tools reserves the right to make alterations to the design, choice of materials, specifications and construction even after sending order confirmation, insofar as such alterations do not contradict the order confirmation or the specification. In particular, we reserve the right to use other materials from the same materials group, e.g. to avoid bottle-necks in supply. The Customer shall confirm his agreement with the additional suggestions for alterations by Schlüter-tools, insofar as these are acceptable to the Customer.

6. The delivery period shall be determined by the corresponding agreement on placement of the order. Prerequisite for compliance with the delivery period is the availability of all data and documents required for manufacture at the time of the order. We explicitly reserve the right to adjust orders with specification of time in the order confirmation according to the current order situation in respect of delivery period. If no objection is raised immediately, the adjusted delivery date shall be considered to be accepted.

7. Compliance with the agreed delivery time presupposes that all commercial and technical issues have been resolved and that the Customer has fulfilled all obligations held by him on time and in proper fashion.

8. Should a construction design be released by us before the start of production, the waiting period before such release shall extend the agreed delivery period or postpone the agreed delivery date accordingly.

9. Alterations to the products/tools to be produced on the part of the Customer shall also lead to an appropriate extension of the delivery period, without Schlüter-tools defaulting on delivery.

10. In the case of a temporary interruption of the order on the part of the Customer, the delivery period for the products/tools to be produced shall, on the one hand, be extended by the period of the interruption in the order, and shall, on the other hand, due to the necessity of bringing forward other orders that were actually of lower priority for organisational reasons resulting from the interruption in the order, be extended accordingly.

11. Should non-compliance with the delivery period result from circumstances that are beyond the control of the Supplier, such as, in particular, delays in the submission by the Customer of necessary documents, licences, releases, delays in payment of agreed sums by the Customer, actions of higher authorities or industrial action, the delivery period shall then be extended accordingly.

12. Should dispatch be delayed at the request of the Customer, the resulting costs incurred shall be at his expense.

13. Manufacture shall only take place on receipt - in writing or by e-mail - of the Customer's signed release certificate, in accordance with the draft release certificate provided by Schlüter-tools. A delay in submission of the release certificate on the part of the Customer shall lead to a corresponding delay in delivery.

14. Our prices shall apply "ex works", i.e. exclusive of packing, delivery, associated costs plus standard VAT. Packing, delivery and other associated costs incurred, such as expenses, bank or customs fees in particular, shall be invoiced separately.

15. Insofar as no other agreement has been made and not otherwise stated in the order confirmation, all prices include component-specific heat treatment, as necessary.

16. Should coating or measurement of the workpiece be required, this shall be calculated in the tool price.

17. Should the Customer request that workpieces be supplied untempered, any further treatment that may be necessary can be supplied at cost and invoiced separately.

18. The terms of payment shall be determined by the relevant agreements reached with the Customer.

19. If payment are defaulted on, we shall add interest in the amount of 8 percentage points above the base interest rate at the time, without affecting any other rights. A notice of default shall not be required. Should the Customer default on payment, the Customer's total outstanding debt shall become due for payment immediately. Should the Customer find himself in default of any payment obligations in respect of us, then all existing accounts shall become due immediately.

20. Payments by note shall only be permitted on the basis of special written agreement. Bills of exchange or notes receivable shall only be accepted on account of payment; any costs and expenses that result therefrom are the responsibility of the Customer.

V. Transfer of Risk and Acceptance

1. The risk shall be transferred to the Customer when the goods supplied have left the Schlüter-tools works, even if this is only a part delivery.

2. Should dispatch be delayed or prevented as a result of circumstances that Schlüter-tools is not responsible for, the risk shall be transferred to the Customer from the date of notification or readiness for dispatch. Schlüter-tools shall have the right in this case to insure the goods and to charge the resulting costs to the Customer.

3. At the Customer's request, Schlüter-tools shall take out shipping insurance to cover delivery, the costs of which shall be borne by the Customer.

4. Insofar as not otherwise agreed with the Customer, Schlüter-tools shall commission a parcel or courier service of its choice with delivery.

VI. Reservation of Title

1. Schlüter-tools retains title to all goods supplied until such time as all payments resulting from the business relationship have been received in their entirety. Should the Customer combine the goods supplied with others, he shall transfer his ownership or co-ownership of the new item to Schlüter-tools with immediate effect. He shall undertake to store and insure the goods supplied with all due commercial care and attention.

2. The Customer may not pledge the goods supplied, nor assign them as security. He shall inform Schlüter- tools immediately of any dispositions by third parties. The Customer may liquidate or otherwise dispose of the supplied goods, which are subject to retention of title, only in the proper course of business.

3. In the case of re-sale, the Customer shall assign all claims and all ancillary rights that accrue to him as a result of the re-sale to Schlüter-tools with immediate effect. This shall apply irrespective of whether the goods supplied are sold unprocessed, finished or together with other items. Should the sale take place together with goods that do not belong to the Supplier (Schlüter-tools), the assignment shall only apply to the value of the goods supplied. The value shall be determined by the sales price of Schlüter-tools.

4. Should the goods supplied be attached permanently to other items not belonging to Schlüter-tools, Schlüter-tools shall acquire co-ownership of the new item in proportion of the invoice value of the goods supplied to the invoice value of the other goods used, at the time of their attachment.

5. The Customer shall have the right to recover the receivables from the re-sale irrespective of the right of recovery of Schlüter-tools, insofar as the Customer has fulfilled his payment obligations properly. On demand by Schlüter-tools, the Customer shall inform the debtors of the assigned claims and present to them the assignment. The right of Schlüter-tools to communicate the assignment to the garnishees themselves shall not be affected by this. The Customer shall be prohibited from assigning the claims against the garnishee to third parties or to agree a prohibition of assignment with the garnishee.

6. No withdrawal from the contract is necessary to pursue the rights in respect of retention of title, unless the debtor is a consumer.

7. In the case of behaviour contrary to contract on the part of the Customer, in particular on default of payment, Schlüter-tools shall have the right to recover the goods supplied/the tool produced. Recovery of the purchased item constitutes withdrawal from the contract by Schlüter-tools. On recovery, Schlüter-tools shall be entitled to sell the purchased item and the return from the sale shall be deducted from the liabilities of the Customer, minus reasonable sales costs.

8. The finishing, processing or alteration of the purchased item by the Customer shall always take place in the name of and on behalf of Schlüter-tools. In this case, the expectant right of the Customer to the purchased item shall be transferred to the altered item.

9. Should the commingling occur in such a way that the Customer's item is to be regarded as the main item, it is agreed that the Customer shall transfer co-ownership proportionately to Schlüter-tools. The sole ownership or co-ownership that has arisen in this way shall be held in safekeeping for Schlüter-tools by the Customer.

VII. Rights of Guarantee, Period of Limitation

1. Should material defects exist in the goods supplied on transfer of risk, Schlüter-tools shall at its own discretion provide guarantee in the form of rectifications, additional deliveries or partial or complete replacement. Exchanged parts shall be transferred to the ownership of Schlüter-tools. Withdrawal shall not be possible if only an insignificant breach of obligation exists on the part of Schlüter-tools.

2. Claims of defects shall specifically not apply in the following cases: inappropriate or improper use, faulty assembly or commissioning by the Customer or by a third party, incorrect operating method, natural wear, faulty or careless handling, improper maintenance, inappropriate operating facilities, chemical, electro- chemical or electrical factors.

3. The properties of manufactured devices, tools, special machines, operating parts, built-in equipment, attachments, components, etc. required by the Customer shall be restricted to the properties of the materials to be processed or of the parts manufactured from such materials, such as devices, tools, operating parts, etc., as guaranteed to Schlüter-tools by the sub-supplier.

4. Should operating or maintenance instructions of Schlüter-tools not be observed by customer, alterations to the tools or products of Schlüter-tools be carried out by customer, parts be exchanged or consumables be used that do not correspond to the original specification, any guarantee shall become null and void if the Customer is unable to refute a properly substantiated assertion that the fault was caused only by one of these circumstances.

5. Unless otherwise agreed, the period of limitation for claims of defects shall be 12 months from delivery. Guarantee and compensation claims by the Customer due to defects in the goods supplied shall expire within 12 months, in accordance with the legal start of limitation.

VIII. Limitation of Liability

1. The Supplier shall accept liability for any death or bodily injury or harm to the health for which we are responsible, in accordance with legal provisions.

2. For other damages, the following shall apply:

a) The Supplier shall accept liability in accordance with legal provisions for damages that result from a grossly negligent breach of obligation on our part or from an intentional or grossly negligent breach of obligation on the part of our legal representatives or agents.

b) For damages that result from breach of significant contractual obligations as a result of simple negligence on our part or on the part of our legal representatives or agents, liability shall be restricted to the damages foreseeable for this type of contract.

c) Compensation claims for other damages on breach of accessory obligations or obligations that are not significant in the case of simple negligence shall be excluded.

3. The liability exclusions or limitations shall not apply if Schlüter-tools have maliciously concealed a defect or have assumed a guarantee for the quality or durability of the goods.

4. The right of the Customer to reimbursement of unnecessary costs instead of compensation for the service and liability in accordance with the Product Liability Act shall remain unaffected.

IX. Offset - Right of Retention

1. An offset on the part of the Customer with counterclaims shall be excluded, unless the counterclaims are uncontested or legally established.

2. The Customer shall not be entitled to pursue a right of retention unless it is based on the same contractual relationship or the counterclaims are uncontested or legally established.

X. Payments to Factoring Companies to Discharge Debts

All payments to discharge debts shall be made exclusively to VR FACTOREM GmbH, Ludwig-Erhard-Allee 30-34, 65760 Eschborn, to whom Schlüter-tools GmbH & Co.KG has assigned its current and future rights in respect of the present business relationship. Schlüter-tools GmbH has also assigned its retention of title to FACTOREM GmbH.

XI. Place of Performance, Jurisdiction, Applicable Law

1. Place of performance shall be Cologne. At the discretion of Schlüter-tools, jurisdiction shall either be the company location or Frankfurt am Main. Schlüter-tools can, however, pursue claims in the Customer's general jurisdiction.

2. Only German Law shall apply. The UN Convention on Contracts for the International Sale of Goods and the conventions of international sales law shall be excluded.

3. Should a condition of this contract be or become invalid, the validity of the remainder of the contract shall not be affected.

schließen/close Hinweis für Windows XP User: Unsere Internetseite verwendet eine spezielle Web-Schriftart. Zur korrekten Darstellung möchten wir Sie bitten das unter Windows XP standardmäßig deaktivierte Cleartype-Rendering für Schrift manuell zu aktivieren. Gehen Sie dazu folgendermaßen vor:
  1. Rechtsklick auf eine freie Stelle auf dem Desktop
  2. Eigenschaften
  3. Register: "Darstellung"
  4. Effekte
  5. Checkbox "folgende Methode zur Kantenglättung … verwenden"
  6. "Cleartype" auswählen
Weitere Informationen: Was ist Cleartype bzw. Subpixel-Rendering? Vielen Dank für Ihr Verständnis! Windows XP User, please note: Our Website is using special webfonts. To display these fonts well it is important to activate cleartype-rendering. Because in windows xp cleartype is deactivated as standard, the following steps will tell you what to do.
  1. right-click on your desktop
  2. properties
  3. tab: "appearance"
  4. effects
  5. checkbox "Use the following method to smooth edges of screen fonts"
  6. choose "cleartype"
more informationen: What does Cleartype / Subpixel-Rendering? Thank you for your comprehension!