1.1. The following terms & conditions apply to all current and future business of the Hommel+Keller Präzisionswerkzeuge GmbH - hereinafter referred as the Supplier - with their clients in connection with the ordering, delivery and payment of tools and products, including any services without repeated explicit reference to it.
1.2. Purchaser within the meaning of these terms and conditions are those at the conclusion of the contract acting in their commercial or independent professional activity (entrepreneurs) or legal persons under public law or public special assets.
1.3. Differing, conflicting or additional terms of the purchaser, even upon knowledge of the supplier, will not be contractual content, neither in whole nor in part. Unless their validity is specifically agreed in writing.
2. Order placement
2.1. The offers of the supplier are binding unless made in writing and if they are specifically designated as binding.
Technical changes and changes in shape, color and/or weight are reserved, as long as conflicting interests of the customer are not unreasonably impaired.
By offering no guarantee as to the nature of the goods is transferred.
Public statements, recommendations or advertisements of the Supplier or its agents do not constitute specifications.
2.2. The Supplier reserves the right to property and copyright of illustrations, drawings, sketches, and other documents. They may not be copied, reproduced, disclosed to third parties or made public without the Supplier's consent. Otherwise they shall be returned immediately upon request.
2.3. A contract is concluded only after written order confirmation by the Supplier or if the order is executed by the supplier. Only the written confirmation of the Supplier shall define the content and scope of the contract, being respectively the acceptance of an offer by the customer with the content formulated by the Supplier. Even if the order is placed electronically the contract shall only come into being on written confirmation of the order by the Supplier. In any case additional agreements and amendments to the contract require written confirmation by the Supplier.
2.4. If non-listed tools and products are commissioned the intended quantity for each delivery may be exceeded or fallen by 10% of the ordered quantity.
3.1. All prices are ex works plus packaging, freight and postage. This also applies to partial deliveries and express deliveries.
If the production costs (material prices and wages) increase between the time of conclusion of the contract and the time of delivery, the Supplier is entitled to increase the agreed price in the amount of material price and wage increase. If a delivery, that was intended to be made within four months after the conclusion of the contract, is not made due to customer related causes the Supplier is entitled to increase the agreed price as well.
If a delivery that should take place within four months after the conclusion of the contract, will be shipped after a period of four months for reasons of which the customer is responsible, the Supplier is also entitled to increase the agreed price in line with material price and to wage increase.
3.2. Tools and products that are not listed by default, subject to due to the special production price mark-up are to be agreed before placing the order.
3.3. The Supplier reserves the right to charge an additional fee in case specifications for special tools/products have to be changed after receipt of a defined purchase order in order to compensate the additional efforts (change of drawings, change of master data).
4. Terms of payment
4.1. Payments must be made in EURO without any deductions point of payment by check or wire transfer within 20 days of the invoice date - even with partial delivery. For deliveries to other countries, payments are only possible via bank transfer (IBAN / SWIFT).
4.2. For payments made within 8 days from the invoice date a discount of 3%, for payments made within 14 days from the invoice date a discount of 2% will be given.
4.3. If the customer exceeds payment periods, interest at the rate of 8 percentage points are calculated on the base rate. If the Supplier can prove a higher loss he can claim it. If the customer's payment more than two months in arrears, the Supplier may withdraw from the contract and demand compensation for the damage suffered after a deadline to the purchaser.
4.4. The offsetting claims of the customer is excluded, unless the counterclaim is undisputed, legally established or ripe for decision.
The assertion of retention by the customer is excluded, unless the lien is based on the same contractual relationship or the lien is based on a counter-claim, which is undisputed, legally established or ripe for decision.
4.5. If the customer has a payment that is in default, the purchase price for all deliveries already made will be immediately fall due and payable. For outstanding deliveries, the supplier may require payment or security deposit prior to delivery.
If, after conclusion of the contract in the financial circumstances of the customer of a significant deterioration occurs or is known, the Supplier is entitled to withhold his goods, unless the customer makes the payment or provides sufficient security.
5.1. The Supplier shall retain ownership of all goods delivered until full settlement of all claims from the business relationship with the customer.
The Supplier is entitled to insure the delivery item at the purchaser's expense against theft, breakage, fire, water and other damage, unless the purchaser has taken out a verifyable insurance.
5.2. The purchaser may neither sell, pledge nor collateralise until full payment, without prejudice to the delivered item section V.5. In case of seizure or confiscation or other third party dispositions the Supplier has to be informed immediately. All costs that the Supplier must incur for the suspension of access and the recovery of the delivery item have to be borne by the purchaser.
5.3. If the Seller withdraws from the contract in breach of contract of the purchaser - in particular payment default - the supplier is entitled to claim the goods to be immediately returned.
5.4. The request to open insolvency proceedings by the purchaser shall entitle the Supplier to terminate the contract and demand the immediate return of the item. Withdraws the Supplier. The purchaser shall return the delivered goods immediately upon request.
5.5. The buyer is entitled to prior agreement with the Supplier to deliver the goods in the ordinary course of business for sale. If the related delivery items sold pending the purchase price is met, is hereby agreed that all claims which arise from the resale to its customers or third parties are ceded in full, which implies a contained in the right to claim profits to the Supplier. The Supplier undertakes not to collect the debt as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and no application for insolvency proceedings is made or payments. If this is the case, the Supplier may require that the purchaser of the assigned claims and their debtors, all information necessary for collection, hand over the related documents and inform the debtors (third parties) of the assignment.
5.6. Any processing or transformation of the delivered item is performed by the purchaser for the Supplier, without incurring any obligation for the Supplier. Does the purchaser combine, mix, join or process the delivery item with other items, so the Supplier shall be entitled to co-ownership in the amount of the ratio of the invoice value of the delivered goods to the value of the new item.
In the case of co-ownership the assignment of debt comprises only the joint title to the Supplier's share of the claim, according above section V. 5.
5.7. The provisions of retention of title shall also apply to deliveries abroad. As far as can a corresponding retention of title, especially in the form of the extension and the extension does not know where, as recognized in the foreign legal forms of retention of title shall apply. If the foreign legal system knows absolutely no retention of title, please contact the comparable security of the foreign jurisdiction in the place of the present rules. If it is necessary for these forms of protection of a special agreement, the customer is obliged to conclude with the supplier.
5.8. If the value of the securities granted to the Supplier's claims by more than 20%, the Supplier shall release the excessive securities at the request of the purchaser at his discretion.
6. Shipping / delivery delay
6.1. Information about delivery times are not binding unless a delivery date has been expressly guaranteed to be binding. The delivery period begins on the day of the order confirmation or conclusion of the contract, but not before clarification of all - especially technical - details of the delivery item. The delivery time is met if by the end of the delivery item has left our premises of the Supplier or the shipment has been notified, unless it can be delivered to the purchaser.
6.2. Compliance with the delivery period requires that all commercial and technical issues between the parties have been clarified and the customer has fulfilled all his obligations on time. This includes in particular the agreed terms of payment as well as the timely receipt of all supplied by the Purchaser. If this is not the case, the delivery shall be extended accordingly, unless the Supplier is responsible for the delay.
6.3. The delivery is subject to correct and timely delivery. The delivery period shall be extended in cases of force majeure, labor disputes and other unforeseen events (e.g. malfunctions of any kind), unless the Supplier is not responsible for such events. The Supplier shall notify the purchaser of the beginning and end of such circumstances.
6.4. If the Supplier is in default and the purchaser incurs damages, so the latter is entitled to demand a lump sum compensation for delay. This is for every full week of delay to 0.5%, but not more than 5% of the value of the delivery item, the time can be used according to contract due to the delay or no.
If the buyer grants the Supplier - taking into account the statutory exceptions - after the due date an appropriate period for performance and the deadline is not met, the purchaser is entitled under the law to resign.
Further claims arising from delay in delivery shall be governed exclusively by Section IX. of these conditions.
6.5. If the dispatch is delayed for reasons for which the customer is responsible, are the customer, beginning one month after notification of readiness for shipment costs arising from the delay. Further claims by the Supplier shall remain unaffected.
7.1. The risk of loss or damage (passing of risk) is transferred to the buyer with dispatching of the goods. This is true even if partial deliveries are made or if the supplier has taken over other services, eg. shipping costs, delivery or installation. Upon request of the customer the transport by the Supplier will be insured against insurable risks.
7.2. If delivery is delayed due to circumstances for which the purchaser is responsible, the risk is transferred to the purchaser upon notification of readiness for shipment (transporting production of the delivery item).
7.3. After the passing of risk the purchaser assumes the risk and the risk for any kind of loss or damage to the goods delivered. This is true unless such a loss or damage is not due to gross negligence or willful misconduct of the Supplier.
7.4. Delivered items, even if they have minor defects, have to be accepted by the purchaser without prejudice to the rights of warranty.
Partial deliveries are permissible as long as conflicting interests of the customer are not unreasonably impaired.
8. Warranty Claims
The Supplier will take warranty for delivery defects of to the exclusion of any further claims - subject to section IX. - as follows:
8.1. In case of defects of the goods supplied by the Supplier repair or replacement is at his discretion to remedy the defect as initially obliged and entitled. Replaced defective parts become the property of the supplier.
In cases of incomplete or incorrect delivery or complaints concerning obvious defects or flaws that are identifiable with a careful examination, must be notified in writing to the Supplier within a period of two weeks from receipt of the goods delivered, failing which the object of delivery shall be deemed approved and the assertion of warranty claims is excluded. Defects that cannot be detected by a careful inspection, notify the Supplier immediately after discovery.
8.2. To carry out all repairs and replacements the Supplier deems necessary the customer shall give the Supplier the access, time and opportunity required; otherwise the supplier is released from liability for any consequences thereof. Only in urgent cases of danger to operational safety or to prevent excessive damage, which the Supplier shall immediately be notified in writing, the Customer has the right to remedy the defect itself or by a third party and to demand from the supplier for the necessary expenses.
8.3. In the event of failure of the defect or replacement delivery the Buyer retains the right to withdraw pursuant to statutory requirements at its option terminate the contract or reduce the purchase price.
8.4. No responsibility shall be accepted in the following cases (the list is not exhaustive):
• improper use or improper reworking
• natural wear and tear
• incorrect or negligent treatment.
8.5. If the customer or a third party, Amend by improperly, there is no liability of the Supplier for any consequences thereof. The same applies for modifications made without the prior consent of the Supplier by changes to the delivery item.
8.6. In the case of defects in goods, the Supplier shall be entitled to assign its warranty claims against the manufacturer or suppliers of these foreign products to the customer and refer the buyer that the buyer makes first assigned to him warranty claims against the manufacturer or suppliers of these third-party products claims , Only if the claims of the manufacturer and suppliers of third party products (for example, due to insolvency) from the outset is unsuccessful or hopeless, the Purchaser warranty claims in accordance with these terms and conditions to be against the supplier.
Claims against the Supplier according referenced in section IX. remain unaffected.
9.1. Can the delivered item not be used by the purchaser in the contract, because the supplier has culpably violated its obligation to contractual obligations, for example in connection with instructions for operation and maintenance of the delivery item, the regulations apply to claims by the purchaser under above point. VI. and VIII. accordingly. Claims against the Supplier according section IX. 2. remain unaffected.
9.2. For damage not caused to the item itself, the Supplier is liable - for whatever legal reason - only for
• intent or gross negligence of the Supplier, its legal representatives or agents;
• culpable injury to life, body or health;
• culpable violation of essential contractual obligations;
• fraudulent concealment of defects;
• provision of a guarantee, in the scope of each warranty given;
• claims arising from the Product Liability Act.
In addition a liability of the supplier is excluded.
In case of violation of essential contractual obligations, which is based on simple negligence, the liability of the Supplier is limited to the typical, reasonably foreseeable damage.
The statute of limitations for damage claims of the purchaser according to above point IX. 2. governed by the statutory provisions. Other claims of the purchaser arising out of defects in the delivered goods expire after 12 months from the date of product delivery.
11. Final Provisions
11.1. Place of performance for all obligations under this contract is 78554 Aldingen, Germany.
11.2. The court of jurisdiction for all claims arising from the contractual relationship is 78549 Spaichingen, Germany.
11.3. Governed exclusively by the laws of the Federal Republic of Germany for all contractual and business relationships between the Supplier and the customer. The provisions of the UN Sales Convention (CISG) shall not apply.
11.4. Should one of the above provisions be invalid, it shall not affect the validity of the remaining provisions. The parties commit to this case to agree a provision that is as similar as possible to the originally intended content.
Minimum order value
The minimum order value per order is EUR 50, - net (excluding VAT). For small orders less than EUR 50,- a flat charge of EUR 50, - is applicable.
Stand: July 2015