General Terms and Conditions of Business of Kohnle Gmbh
I. Preliminary remarks
The following General Terms and Conditions of Business apply upon conclusion of any and all contracts with persons who, upon conclusion of the contract, are conducting their commercial activities or their activities as a self-employed person (entrepreneur) and with legal entities under public law and public-law special trusts.
The Terms and Conditions of Business set out below are deemed to have been recognised by placing an order or accepting delivery. Any deviating conditions of the business partner shall not become subject matter of the contract even upon our acceptance of the order. Without prejudice to any deviating individual agreement, a contract materialises solely on the basis of our General Terms and Conditions of Business.
III. Offer/Placing of an order/Acceptanceof an order
Offers, particularly in catalogues, are always without obligation until our confirmation of the order. An order is deemed to have been accepted only once it is confirmed by us in writing or in the form of a text or is immediately executed without confirmation. Any alterations at a later stage require our approval in writing or in text form. The customer is liable for the accuracy of the documents supplied by him such as drawings, samples, gauges etc. and information on the operating conditions. Details provided verbally on dimensions and similar matters must be confirmed in writing. Samples are supplied at a charge. Offers, written correspondence, order confirmations or documents or samples supplied for any other reason may not be used inappropriately and are subject to copyright. Reproductions, imitations or the passing on of the above are not permitted without our express consent. We reserve the right to modify designs and make alterations for the purpose of further development.
All our prices are stated in euros (EUR) plus the statutory value added tax, are ex works or, in the case of export shipments, are delivered free to the German frontier or FOB German port. Freight, postage and the insurance of value are not included. The same applies to partial deliveries. If goods are ordered at a value of less than EUR 50.00, an amount of EUR 5.00 is charged as a small-order handling fee. The prices confirmed are applicable for a delivery period of up to 4 months counted as of the date of the order confirmation, otherwise the prices valid on the date of delivery shall be charged.
Each partial delivery is deemed to be an independent transaction under our Terms and Conditions of Business. Consignments are forwarded at the cost and risk of the customer as a basic principle.
VI. Delivery period
Delivery periods or acceptance dates are only approximate dates or periods so that any overstepping thereof by up to six weeks is still considered to be on time. Our compliance with periods and dates requires that all commercial and technical issues have been settled between the parties and the customer has fulfilled all the obligations incumbent upon him, in particular has provided the documents required. If this is not the case, the delivery period shall be extended by a reasonable period. If non-compliance with the delivery period is attributable to force majeure, industrial disputes, breakdowns in operations at our factory or at our suppliers or to other events over which we have no control which prevent us from complying with delivery dates without our being at fault in this regard, the respective dates or periods shall be postponed by the period of the impairment. Events of such kind entitle us to withdraw from the contract if we are persistently unable to deliver as a result of such events.
VII. Terms of payment
Our invoices are payable at 2% discount within 8 days or net within 14 days, as of the date of the invoice in each case. Repairs, special designs and actions are payable immediately without deduction. Cheques are accepted on account of payment, however they are deemed to be paid only once they are cashed without reservation. In the event that we gain knowledge of a deterioration in the situation of the customer, we are entitled to execute deliveries against cash in advance or cash on delivery. The same applies to customers previously unknown to us. The customer only has a right to withhold payments or to offset claims with counterclaims if his counterclaims are uncontested or have been recognised by declaratory judgement.
VIII. Reservation of title
Until payment in full of all receivables due from the customer under the business relationship, all goods delivered remain our property. As a reseller, the customer is entitled to resell the reserved goods in the ordinary course of business. Receivables from third-party buyers are assigned to us up to the amount of our legitimate claims against the customer. However, the customer remains entitled to collect the receivables in his own name. The customer is not permitted to pledge the reserved goods nor to transfer the ownership thereof as collateral. We must be notified immediately of any seizure of reserved goods. Goods returned to us shall be realised appropriately and offset against the customer’s debts by credit note.
We provide a warranty for the delivery of faultless tools made appropriately in the qualit offered and for the technical function under the operating conditions described by the buyer or if used properly. No warranty is assumed in case of the unsuitable or improper use or repair, normal wear and tear, modification by a third party, improper maintenance or use of unsuitable operating materials to the extent that we are not responsible for these circumstances. The customer shall immediately examine the goods after receipt and notify us of apparent defects without delay. If we are not notified of apparent defects within a period of 3 days after delivery, the goods are deemed to be approved. Hiddendefects are deemed to be approved unless we are notified immediately after discovery thereof. In the interests of technical advancement, we expressly reserve the right to modify designs and to use other materials. Hence, pictures shown in catalogues and other descriptions are without obligation. The warranty period runs for 12 months after delivery.
We are only liable for any damage which is not caused on the delivery item itself in the event of intent and gross negligence. In case of death, injury or an impairment to a person’s health, we are liable for each culpable injury. In addition, we are liable for damage caused by defects which were fraudulently concealed or the absence of which we guaranteed. This is without prejudice to any further liability under the German Product Liability Act.
XI. Place of performance/Jurisdiction/Law
The place of performance for delivery and payment is the location of our Company’s registered place of business. Rosenheim, Germany is the place of jurisdiction. However, we are also entitled to bring an action at the customer’s principal place of business. The laws of the Federal Republic of Germany are solely applicable to all legal relations between ourselves and the customer.
In case of the invalidity of individual clauses of these Terms and Conditions of Business, the remaining contents of the contract remain unaffected.