Terms

Nachreiner GmbH
Egert 6 / Industriegebiet Rote Länder
D-72336 Balingen, Germany 
Telephone: 0049 7433-90977-0
Fax: 0049 7433 90977 77 

Email: info@nachreiner-werkzeuge.de 

Authorised representative chief executive officer: 
Siegfried Nachreiner, Sandra Hallas and Martin Seifriz

Court maintaining the Commercial Register: Stuttgart county court  (Amtsgericht Stuttgart)
Commercial register no.: HRB 411205 

VAT ID no.: DE 222003519 

I. Area of application, deadlines
1. These General Terms and Conditions of Business and Delivery (GTC) apply solely to businesses, legal persons in the terms of public law and special funds under public law as defined by § 310 Para. 1 BGB (German Civil Code). Client references or counter-confirmations with regard to their delivery conditions are hereby expressly discounted. 

2. The customer shall accept the GTC at the latest on acceptance of the goods. The GTC also apply to all future deliveries and services provided to the customer as agreed, provided that these are legal transactions of an equivalent form. 

3. If deadlines are stated as working days, working days are all weekdays with the exception of Saturdays, Sundays and statutory holidays. 

II. Offers, concluding an agreement, scope of services
1. Our offers are subject to alteration and are not binding. Orders are made by telephone, fax, email or via our online shop. Orders in legal electronic form are only deemed complete when we have retrieved them. 

2. A contractual agreement is formed only by our written order confirmation or shipping of the goods within 5 working days of receiving the order. 

3. Information from us regarding the order item or service (e.g. weight, dimensions, practical values, load capacity, tolerances and technical specifications) as well as the presentation of this information in catalogues, brochures, price listings, drawings and diagrams are deemed to be only approximate, unless the use for a particular purpose is contractually agreed. They are not guaranteed quality features. Commercial quality variations and variations, which offer technical improvements, are permitted provided that they do not affect the use for the purposes intended by the contract. 

4. § 312g Para. 1, Sentence 1 No. 1 and 2 BGB do not apply to electronic business transactions. 

III. Prices, payment
1. The prices apply for the scope of delivery and services listed in the order confirmation. Additional services are calculated separately. The prices are given in euros from stock/factory but excluding packaging, VAT and, for export deliveries, excluding customs duty, fees and other public dues. 

2. Payment of the purchase price must be made without discount within 30 days at the latest of receiving the invoice. If the customer defaults on payment, an interest rate of 8 percentage points above the base rate of the European Central Bank shall be applied to our debt. We reserve the right to establish and apply a higher default penalty. 

3. We are entitled to effect outstanding deliveries or services only on pre-payment or by way of security if, after concluding the agreement, we become aware of circumstances that significantly reduce the credit-worthiness of the customer and due to which the payment of sums owed to us by the customer under the respective contractual relationship is at risk. 

IV. Delivery schedules, force majeure
1. The delivery schedules named by us are not binding provided that an express written agreement has not determined otherwise. A delivery schedule is considered fulfilled if the delivery or service is transferred before the end of the agreed delivery deadline to the commissioned forwarding agency or if, upon the agreed acceptance of the goods, we demonstrate readiness to deliver. 

2. We are free from delivery liability if and insofar as the non-fulfilment of deliveries arises due to force majeure after the agreement has been concluded and in the absence of fault on our part. Force majeure circumstances include, for example, war, strikes, unrest, expropriation, fundamental changes in law, storms, flooding and other natural disasters as well as other circumstances for which we cannot be held responsible. If these events are solely of a temporary nature, they shall result only in a postponement of the delivery obligation for a period equal to the impairment, plus a reasonable lead time. We shall inform the customer without delay of the start, end and form of the obstacle to delivery. 

V. Transfer of risk, warehousing costs, (partial) delivery
1. When the delivery item is transferred to the forwarding agent, freight forwarder or collector, but at the latest upon it leaving our warehouse/factory, the risk is transferred to the customer. We are entitled to determine the forwarding agent at our own discretion. 

2. If shipping is delayed as a result of circumstances for which we are not responsible, the risk is transferred to the customer from the day on which the order is ready for delivery. Warehousing costs following the transfer of risk are the responsibility of the customer. For warehousing in our facilities, the warehousing cost is 0.25% of the invoice amount of the delivery item to be stored for each full week that has elapsed. This shall be without prejudice to the right to prove and claim higher or lower storage costs.. 

3. We have the right to perform partial deliveries if the partial delivery can be used for the customer in the framework of the contractual intended use, if the delivery of the remaining ordered goods is secured and this does not result in any significant additional effort and expense for the customer, unless we declare ourselves prepared to bear the additional effort and expense to be verified. 

4. The delivery must, even if it is marginally defective, be accepted by the client without prejudice to their rights in Section IX. 

VI. Delivery deadline subject to delivery of supplies; delays
1. Adhering to the delivery schedule is subject to the correct and delivery of supplies on time. 

2. If circumstances arise for which we are responsible and which prevent delivery on time, the customer must indicate in writing a subsequent deadline of an appropriate length, which may not be less than three weeks on a regular basis. The delivery deadline is maintained if, when the deadline expires, the delivery item has been provided to us for distribution by acceptance or for forwarding. 

3. If another version of the delivery item is subsequently agreed, the delivery deadline shall be lengthened accordingly. 

VII. Compensation, right of retention
Compensation for customer counter-claims or the right of retention on payments due to such claims is only permitted if the counter-claims are made undisputedly, ready for a decision or bindingly. The customer can only exercise a right of retention if their counter-claim is based on this same right of retention. 

VIII. Reservation of ownership
1. We reserve ownership of the delivered goods (goods subject to retention of title) until all outstanding amounts arising from the business relationship have been settled. This also applies if individual or all amounts of an ongoing invoice are accepted and the balance is settled and acknowledged. 

2. If the customer is in breach of the contract, in particular with regard to defaulting on payments, we are entitled to withdraw from the agreement and reclaim the goods subject to retention of title, identify them and enter the customer’s business property for this purpose. 

3. The goods subject to retention of title may only be transferred as part of a properly conducted business transaction. Other provisions, in particular pledges or assignments as security, are not permitted. 

4. If the goods subject to retention of title are sold, the customer assigns the resulting sale price or labour cost claims amounting to the invoice value of the delivered goods with immediate effect, irrespective of whether the goods subject to retention of title are delivered without or after processing, alone or together with third-party items or whether they are released to one or more receivers. If the customer sells the goods subject to retention of title for its part, without obtaining the full purchase price in advance or upon transfer of the sold goods, it must agree with its receiver upon a reservation of ownership according to these conditions. The customer assigns with immediate effect its claims arising from this further sale as well as the rights arising from the reservation of ownership, which it agrees. The customer, at our request, is obliged to declare to the receiver its assignment and, for exercising our rights against the receiver, to submit required information and deliver required documents. 

5. Secondary claims relating to goods subject to retention of title, in particular insurance claims, are assigned at the same level. We accept the assignment. 

6. The customer remains authorised to collect the assigned claims. This authorisation to collect ceases if the customer defaults on payment or faces insolvency. 

7. If the feasible value of the securities remaining to us exceeds the outstanding amounts by more than 20% in total, we shall release the surplus securities at the request of the customer at the customer’s discretion. 

8. If third parties obtain goods subject to retention of title, in particular by seizure, the customer shall immediately state our ownership and inform us thereof to enable us to exercise our right of ownership. If the third party is unable to reimburse us for the judicial and extra-judicial costs of a claim according to § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss we incur. 

IX. Warranty, notification of defects
1. The warranty period is limited to a period of one year. 

2. The seller must indicate in writing any visible defects immediately, but at the latest within a period of 10 working days of receiving the delivery. Non-visible defects must also be indicated in writing within 10 working days of the defect being discovered. Prompt submission of the notification is sufficient to maintain the customer’s rights. If the claim is not made promptly, the goods shall be considered authorised even in the light of any respective defect. For commercial agents, § 377 HGB (German Commercial Code) shall also apply. 

3. The following are expressly excluded from the reduction of a warranty period according to Section 1 and the exclusion of a warranty according to Section 2: material defect damage compensation claims arising from injury to life, body or health; damage compensation claims arising from gross intentional violation of obligations or fraudulent concealment of a defect according to § 444 BGB by us or our vicarious agents. For these claims, the legal claims for defects apply with a warranty period of two years. In addition, any warranty commitments arising from the warranty reduction remain unaffected. 

4. If, in the event of defects with subsequent fulfilment, the law provides for a right to vote between the obligation to remedy defects or a replacement delivery, we shall exercise the right to vote. 

5. We do not offer any warranty for defects and damage resulting from unsuitable or improper use or incorrect operation of the goods, in particular those resulting from non-compliance with the operation and installation instructions, non-compliance with the use and environmental conditions described in the technical documentation, improper maintenance, chemical, electrochemical or electrical influences, unless the customer can prove that these circumstances were not the cause of the claimed defect. The customer is obliged to check our deliveries and services in person as regards their application for their own use. 

6. The customer’s right of recourse against us only applies if the customer does not have any agreements with its receiver regarding the legally-binding defect claims. 

X. Liability
1. Our liability for damage compensation claims, irrespective of the legal basis, in particular as a result of impossible, delayed, defective or incorrect delivery, contractual violation, violation of obligations in contract negotiations and unauthorised actions is, insofar as this regards fault, limited as follows: 

We are not liable: 

- in the event of basic negligence on the part of our primary agents, legal representatives, employees or other vicarious agents and
- in the event of gross negligence on the part of our executive employees or other vicarious agents, 

insofar as this does not concern a violation of essential contractual obligations. Essential contractual obligations are all obligations that enable the proper implementation of the contract and on compliance with which the customer may depend on a regular basis. 

2. Insofar as we are liable for damages on the merits and to the extent of Section 1, this liability is limited to defects that we have foreseen as part of the agreement as possible consequences of a contractual violation or taking into account the circumstances with which we are familiar or should have been familiar or which we should have foreseen when exercising due care. Indirect damage and consequential damage arising from defective delivery items shall only be reimbursed if such damage could typically be expected when using the delivery item as intended. 

3. In the event of liability for basic negligence, our obligation to pay damages for material damage is limited to a total of €50,000.00 per insurance claim, even if it concerns a material breach of contractual obligations. 

4. The aforementioned liability exclusions and limitations apply to the same extents for our primary agents, legal representatives, employees and other vicarious agents. 

5. The aforementioned liability exclusions and limitations do not apply to our liability with regard to wilful conduct, guaranteed quality features, injury to life, body or health, or those arising from German product liability law. 

XI. Call orders
Call orders must be made within 12 months of the agreement being concluded. On the day the deadline expires, we are entitled to request interest on our remaining debt from the call order according to Section III. 2. as well as warehousing costs according to Section V. 2. 

XII. Place of jurisdiction, place of fulfilment
1. For all disputes arising directly or indirectly from the contractual relationship, our place of business is the sole place of jurisdiction. The same applies if the customer maintains no general place of jurisdiction in Germany or if their place of residence and/or usual residence is not known at the time the proceedings commence. Our authority to invoke the courts at another legal place of jurisdiction remains unaffected by the above. 

2. It is agreed that the place of fulfilment shall be our place of business. 

XIII. Applicable law
1. When finalising and processing all agreements, German substantive law shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). 

2. Sollten einzelne Klauseln dieser Verkaufs- und Lieferbedingungen ganz oder teilweise ungültig sein, berührt das die Wirksamkeit der übrigen Klauseln bzw. der übrigen Teile solcher Klauseln nicht. Eine unwirksame Regelung haben die Parteien durch eine solche Regelung zu ersetzen, die dem wirtschaftlichen Zweck der unwirksamen Regelung am nächsten kommt und wirksam ist.    2. Should individual clauses in these sale and delivery conditions be fully or partially invalid, this shall not affect the validity of the remaining clauses or the remaining parts of such invalid clauses. The parties must replace an ineffective provision with a provision that is effective and that most closely matches the economic purpose of the ineffective provision. 

XIV. Data storage
The customer is informed that all data relating to the customer arising from the business relationship, including personal data within the meaning of the Federal Data Protection Act, shall be stored as part of our electronic data processing system and communicated exclusively to appointed service providers in the context of processing this agreement.