GENERAL TERMS AND CONDITIONS
Only our General Terms and Conditions apply, with which our customer has declared him/herself to be in agreement when the order was placed, and this also applies to future transactions, even if they are not expressly referred to, but have been received by the buyer for an order that has been received by us. Even if the order is placed in a way that differs from our General Terms and Conditions, only our General Terms and Conditions apply, even if we do not object. Deviations thus only apply if they have been expressly recognized by us in writing. We are entitled to transfer the claims resulting from our business relationships.
OFFER AND CONCLUSION:
Our offers are subject to change without notice. A contract is concluded by way of our written order confirmation. Any supplementary agreements require our written confirmation to obtain validity. Orders that have been placed are irrevocable and non-redeemable.
The prices are ex factory and they are subject to change without notice. We reserve the right to adjust the prices if, during the time between the submission of the offer and the delivery, a change in the cost factors should occur. The legally valid value-added tax is added to the prices.
The contractual relationship is exclusively subject to German law, especially the German Civil Code and the German Commercial Code.
DATE OF DELIVERY:
The agreed upon date of delivery applies ex factory. The course of the period of delivery requires the clarification of all construction details as well as the adherence to the terms of payment. The period of delivery is extended to accommodate measures within the framework of labor disputes, especially strikes and lockouts, as well as the occurrence of unexpected obstacles that are beyond the control of the supplier – whether they occur at the supplier’s factory or at its sub-suppliers – for example disruptions in operations, goods becoming scrap, delays in the delivery of essential raw materials and building materials, to the extent that such obstacles can be proven to substantially influence the completion or delivery of the delivery item.
Claims for damages cannot be asserted due to delayed delivery. Cancellation of a contract can only be declared after the expiration of a reasonable extension of time. If obstacles that are not caused by us make a fulfilment of the contract appear unacceptable, or if the pecuniary circumstances of the purchaser deteriorate, we are entitled to withdraw from the contract.
Shipping and transportation of the goods is carried out for the account of and at the risk of the purchaser. Shipments are freight collect; packaging is charged at cost. Postal items are sent to the recipient with free packaging, except for repair orders and any customer services for which, in principle, postage or freight charges as well as packaging are charged.
The invoice amounts are payable within 30 days after the invoice date net without deduction. Repairs and other services are payable immediately net without deduction. Any complaints do not absolve the purchaser from having to observe the payment date on time. In case of late or deferred payment, interest and rates of commission that are customary in banking are due without requiring a reminder. Negotiable drafts and checks are accepted as payment. Discount, bank and collection expenses, as well as stamp duties are to be paid by the customer. If the pecuniary situation of the purchaser becomes unfavorable or if a negative assessment is made of his financial status, we are entitled to demand the immediate payment of the total amount before the due date or to withdraw from the contract while retaining a claim for damages. This also applies, if one of the events mentioned above occurs during the term of an agreed upon payment in instalments or the discounting of a draft. The purchaser waives the exercise of the right of detention and the assertion of any offset due to any defects, counter-claims, etc. Payments always settle the oldest invoice. If the purchaser is in delay with any payment obligations toward us, then all existing claims are due immediately.
We request that payments by check or remittal be made to:
VR Bank Hünfeld, Account-no.: 113506, BLZ: 53061230,
IBAN: DE54530612300000113506, BIC: GENO DEF 1 HUE
GOODS TO WHICH WE HAVE RETAINED THE TITLE:
The delivered objects remain our property until payment is made of our total and future claims, even if the purchase price has been paid for claims that are specifically designated. For the current account, the goods to which we have retained the title act as security for our outstanding balance claim.
The treatment and processing by the purchaser of goods that are delivered by us and that are still our property is carried out for us without this resulting in any obligations on our side. If the purchaser processes or connects goods to which we have retained title with other objects, then the purchaser already now assigns his right of ownership or co-ownership of the new objects to us and must keep them safe for us with due care.
The purchaser is entitled to sell the goods in normal business dealings. He may not pledge them or transfer them as security. The purchaser must immediately inform us of a garnishment or any other impairment of our rights by a third party. If the purchaser sells the goods to which we have retained the title, he hereby already now assigns to us in full all claims that arise toward his purchaser from this transaction, with all ancillary rights, until all our claims have been paid in full, whether or not he sells the objects solely or together with other services. If the price that is obtained by the resale exceeds our claims, then we are obliged to retransfer the excess. If the purchaser behaves contrary to the contract, especially in case of delayed payment, we are entitled to withdraw the delivered goods and the purchaser is is obliged to release them. The assertion of the reservation of proprietary rights and the garnishment by us of the delivery item does not constitute a withdrawal from the contract.
Since diamonds are natural products and since it is not possible for us to verify the proper treatment of the delivered diamonds or diamond tools, no guarantee of any kind can be provided for them. Testing and using diamonds and diamond tools is done at the purchaser’s risk.
For the rest, notification of complaints of defects must be made in writing within one week after the receipt of the goods. We are responsible for defects of our products – with the exception of diamonds and diamond tools mentioned above – for the duration of 6 months after the passing of the risk, in such a way that we replace or repair, at our choice, without charge, all parts that are proven to be defect due to material defects or false execution, once they have been returned free of shipping charges. Further claims of any kind, especially claims for damages, replacement costs, shipping costs, lost profits, etc. – due to a positive breach of contract or neglect to fulfill any ancillary obligations – are excluded. There is also no right to a conversion or reduction. Defect parts, for which replacements have been provided, become our property. We are liable for third party goods that have been delivered by us only to the extent that our sub-suppliers assume the guarantee liability for their products toward us.
LIABILITY FOR ANCILLARY OBLIGATIONS:
If, through our fault, the delivered object cannot be used appropriately by the purchaser, due to omitted or defective execution of suggestions and deliberations as well as other contractual ancillary obligations from before or after the conclusion of the contract – especially instructions for the operation and maintenance of the delivered object – the provisions in the WARRANTY section applies correspondingly, under the exclusion of further claims on the part of the purchaser.
We assume no liability for the supplier’s declaration submitted by us according to the EEC Regulation 1908/73 toward our customers’ foreign purchasers or toward the customs authorities.
THE PURCHASER’S RIGHT TO WITHDRAW:
The purchaser may withdraw from the contract if for us the entire performance before passing of risk has irrevocably become impossible. The same applies in case of our incapacity to fulfill. The purchaser may also withdraw from the contract if, for an order of similar objects, the fulfilment of a part of the delivery is impossible due to the quantity and if the purchaser has a legitimate interest in rejecting a partial delivery; should this not be the case, the purchaser may correspondingly reduce the consideration.
The purchaser furthermore has a right to withdraw if, by our own fault, we fail to meet an adequate deadline that has been given to us for the repair or improvement of a defect for which we are responsible in terms of the delivery specifications. The adequate extension of time does not begin until the defect and our obligation to rectify it is recognized or proven. The purchaser’s right to withdraw also exists if it should be impossible or unfeasible for us to carry out the improvement.
The illustrations in our catalogs and brochures are not binding for the execution of the goods. We retain the right to make changes in construction at any time. We do not assume any guarantee for deviations from the specified dimensions, weights, etc. We are not liable for any misprints in our catalogs, brochures, price lists and other printed matter.
We retain the property rights and copyright for illustrations, drawings, samples or other documents. They may not be made available to third parties without our permission and must be returned to us immediately upon demand.
PLACE OF FULFILMENT:
The place of jurisdiction is, at our choice, the registered office of the company or Frankfurt am Main. This also applies to drafts and checks. We can also take legal action at the purchaser’s place of registration.
For export deliveries, German law applies as does the most recent version of Incoterms.
Stroh Diamantwerkzeuge © 2019