Conditions of Use

I. Quotation, Conclusion of Contract

1. The present Terms and Conditions shall apply exclusively. We do not recognise any terms and conditions that are contradictory or different from our own, unless we have explicitly given our written agreement to do so. Any amendment – verbal or by phone – shall not be accepted. Our Terms and Conditions will also apply if we effect delivery to the Purchaser without any reservation in full awareness of the contradictory or different nature of the terms of the Purchaser, as compared to our own Terms.

2. Our quotations are always subject to change wihout notice. Orders shall be considered accepted if confirmed by us in writing. If any delivery/service is provided immediately without any confirmation, the invoice shall also be deemed to be the order confirmation.

3. Excess or short deliveries of up to 10 % of the order quantity (at least 1 off) are acceptable for special tools made to the customer’s specification. The respective delivery shall be invoiced.

4. All details like weight, dimensions, performance and other technical parameters shall be considered approximative unless they are explicitly defined as binding.

II. Delivery and Pricing

1. Our deliveries are made on an “ex works” basis at the Purchaser’s expense and risk plus the statutory Value Added Tax.

2. Delivery dates confirmed by us shall not be binding but subject to a correct and punctual supply to ourselves. Delivery periods shall be prolonged adequately in case of labour disputes, strikes, lockouts and by other unforeseeable events beyond our control. We shall not be held responsible for the aforementioned events even if they occur within an existing delay. The Purchaser shall be informed on the beginning and end of such event.

3. If a binding delivery date has been agreed upon by way of exception and delivery is delayed causing verifiable damages to the Purchaser, he shall be entitled to charge a lump-sum penalty of 0.5 % for each entire week of delayed delivery, however, restricted to 5 % of that portion of the order value that was not available in time as a consequence of our delay in delivery.

4. Return shipments have to be agreed upon with us. In particular if shipments are made through “Deutsche Post” or DHL.

5. As a matter of principle, we do not accept any “freight collect” shipments.

6. The minimum order value amounts to Euro 50,00.

7. Restitution of articles only in unused and undamaged condition and with original packing. We shall not take back or credit any articles sold more than 6 months ago.

III. Payment, Default of Payment

1. Payments within Germany are due within 10 days after the respective date of invoice less 2 % cash discount or within 30 days net. Foreign payments are due within 30 days net. Other agreements are admissible, however, they have to be confirmed in writing by ourselves.

2. Letters of credit are accepted on account of performance, however, subject to prior agreement and if discount charges are borne by the Purchaser.

3. For delayed payments we charge default interest in the amount of 8% above the relative base rate. Default of payment entitles us to a cancellation of the contract without prior notice.

IV. Make-and-Hold-Orders

1. Orders confirmed by us on a make-and-hold-basis have to be called off within one year after the date of order – at the latest

V. Retention of Title

1. All goods delivered shall remain our property until full payment of the purchase price (incl. all related claims incurred with shipment of the goods) has been effected. Any claims of the Purchaser resulting from a resale of our goods – delivered under retention of title – shall be deemed to be ceded to us as security. The Purchaser is allowed to collect receivables for the ceded claims as long as he fulfills his payment obligations. If title retention goods are processed, we acquire property of the new product. In case of any processing, commingling or mixture of our title retention goods with other products, we acquire a co-ownership according of the share of our product.

2. In case of any resale of title retention goods by the Purchaser, the latter shall be obliged to provide all information necessary to collect payment and notifies the debtors (third parties) of the assignment.

3. The Purchser shall be obliged to resell our goods with a retention-of-title-clause, too.

4. Pledging or security transfer of our title retained goods and/or ceded claims as well as factoring are impermissible.

5. Upon our instigation the Puchaser shall have to inform all debtors of any ceded claims, provide all information required for collection and submit the corresponding documents.

6. Prior to any seizure of the goods delivered or any other impairment whatsoever by a third party, SanTool has to be informed. Any costs entailed by such seizure of pledge shall have to be borne by the customer.

7. We are entitled to withdraw delivered goods in case of any late payments, payment stops, insufficient information about the the buyer’s liquidity or his financial status, pending compulsory executions or procedures based on claims arising out of bills of exchange. The buyer is obliged to hand over the delivered goods. Any costs incurred shall have to be borne by the buyer.

8. Any petition in insolvency proceedings entitles us to resign from the contract and insist on a return of the delivered object.

9. For any goods returned (for reasons attributable to the Purchaser) we will charge a restorage fee of 10% of the order value, however a minimum amount of 10 €.

VI. Claims

1. Obvious quality flaws and defects shall have to be announed in writing immediately, however, no later than 8 days after receipt of the goods.

VII. Warranty and Liabilities We are liable for the following defectsd in quality:

1. All parts or services will be remedied, at our discretion, free of charge or redelivered or provided again, that are found to feature a quality defect during the statutory period of limitation – irrespective of service life – providing the origin thereof already existed at the time of passing of risk.

2. Claims to quality defects will become statute-barred in 12 (twelve) months. The period of time commences with the passing of risk.

3. The Purchaser will immediately file written objection to the quality defect with us.

4. In the event objections are filed, the Purchaser will be permitted to refrain from payment to an extent appropriate to the quality defects featured. The Purchaser will only be able to refrain from payment, if an objection is asserted, the justification of which cannot be doubted. If the objection has been asserted unjustifiably, we will be entitled to call for the reimbursement of the espenses incurred by us.

5. Initially we will always be granted an opportunity to remedy a defect within an appropriate period of grace.

6. Should the remedy fail, the Purchaser – notwithstanding any claims to damages – will be able to cancel the contract or reduce remuneration. The Purchaser will only be able to call for the reimbursement of fruitless expenditure if the defect in question is attributable to our own wilful intent or gross carlessless for which we are responsible.

7. Claims to defects in quality are not given if the divergence from the agreed nature of the product is only minimal, if usability is only insignificantly impaired, in cases of natural depreciation or damages generated after passing of the risk as a result of faulty or negligent treatment, excessive exposure, unsuitable operating media or because of specific outer impact that was not to be expected given the contract, as well as in cases of non-reproducible software errors. If amendments or repair work is carried out impromperly by the Purchaser or by third parties, there will be no claims to the defects resulting or the effects thereof. The same will apply to a lack of compliance with our instructions on handling and other instructions and if maintenance is not carried out properly.

8. Claims of the Purchaser for a refund of the expenses incurred for the purpose of remedy, such as costs of transport, travel, labour and materials will be ruled out, when such expenses increase because the item delivered was brought to a destination other than the Purchaser’s premises.

9. Legal claims to recourse against us on the part of the Purchaser will only be given if the Purchaser has entered into no agreement with his customer in excess of those claims to defects regulated by the law.

10. Claims to compensation for damages will be goverend by section VIII. Any further claims to quality defects or others than those governed in this section or in section VIII. will be ruled out.

VIII. Overall Liabilities

1. Any application-related information provided in our general sales catalogue, project documents etc. shall not release the Purchaser from his obligation to convince himself of the adequacy and suitability of our products for the intended use. Any liability claims based on culpable infringement of other collateral duties shall be excluded in any case, unless attributable to gross negligence or willful intent of our legal represenatives or leading staff. Where applicable, such liability shall be limited to a maximum of 5 % of the pertinent order value.

IX. Supplier’s Right of Withdrawal from the Contract

1. If the performance of an order that is based on the Purchaser’s draft or drawing turns out to be not feasible for any reason (e.g. missing technical or technological design requirements), we shall be entitled to withdraw – fully or in part – from the contract. No claims for damages shall be accepted by the Purchaser resulting from such withdrawal.

X. Trade mark rights

1. For all sketches, drawings, photographs and other illustrations contained in our documents and quotations we reserve both property and copy rights. Any reproduction, duplication, disclosure to third parties shall be prohibited unless expressly authorized by us.

2. The Purchaser shall assume sole responsability for all kinds of document, plans, samples or the like to be submitted. Moreover, he shall assure that said documents will not infringe on any property rights of third parties.

3. Production facilities manufactured for the purpose of fabrication of the subject-matter of the contract, shall not be delivered but remain our property even if invoiced fully or in part.

XI. Place of jurisdiction and payment

1. Place of performance and jurisdiction shall be our registered office in Sontheim. We are, however, entitled to file a suit at the Purchaser’s headquarters.

2. Our contractual relationships shall be governed by the laws of the Federal Republic of Germany exclusively

XII. Miscellaneous

We expressly declare our willingness to negotiate contractual terms other than those sets forth in the present “General Terms and Conditions”. The ineffectiveness of individual contract terms, however, shall not affect the validity of the remaining ones. Purchaser’s data shall be stored within the frame of regular data processing on the basis of the existing business relation.

© 2019


Last update: 26.02.2019

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