General terms and conditions

§ 1 Application
§ 2 Offer and conclusion of contract
§ 3 Prices, payment, invoice
§ 4 Delivery and delivery time
§ 5 Place of performance, dispatch, packaging, transfer of risk, acceptance
§ 6 Warranty
§ 7 Industrial property rights
§ 8 Liability for damages due to fault
§ 9 Retention of title
§ 10 Advertising Marketplace (Customer Classifieds)
§ 11 Final provisions

§ 1 Application

(1) All deliveries, services and offers of the seller are made exclusively on the basis of these General Terms of Delivery. These are part of all contracts that the seller concludes with his contractual partners (hereinafter also referred to as "contractors" or "customers") about the supplies or services offered by him. They shall also apply to all future deliveries, services or offers to the contractor, even if they are not repeated. The general terms of delivery of the seller shall also apply in the event that the seller, being aware of conflicting or differing terms and conditions of the contractor, provides deliveries and services without reservation.  

(2) Terms and conditions of the contractor or third parties shall not apply, even if the seller does not expressly object to their application in individual cases. Even if the seller refers to a letter that contains or refers to the terms and conditions of the contractor or a third party, this does not constitute agreement with the validity of these terms and conditions.

(3) The General Terms of Delivery apply only to entrepreneurs pursuant to § 310 cl. 1 of the German Civil Code (BGB).

§ 2 Offer and contract

(1) All offers made by the seller are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. Orders can be accepted by the seller within eight days of receipt.

(2) The legal relationship between seller and contractor shall be exclusively governed by the written purchase agreement, including these General Terms of Delivery. These reflect all agreements between the contracting parties on the subject matter of the contract in their entirety. Verbal promises of the seller before the conclusion of this contract are legally non-binding and verbal agreements of the contracting parties are replaced by the written contract, unless it is expressly clear from them that they continue to be binding. Additions and amendments to the agreements made, including these terms and conditions, must be made in writing in order to be valid. With the exception of managing directors (chief executive officers) or authorized representatives, the employees of the seller are not entitled to make differing verbal agreements. In order to observe the written form requirement, transmission by fax shall suffice, any electronic transmission, especially by e-mail, is not sufficient.

(3) Any information given by the seller with regard to the subject matter of the delivery or service (e.g. weights, measurements, tolerances and technical data) as well as their representations (e.g. drawings and illustrations) are only indicative, provided that their utilisation for the contractual purpose does not require an exact representation. They are not guaranteed features, but descriptions or labels of the delivery or service. Customary variations and variations carried out due to legal regulations or which represent technical improvements, as well as the replacement of components with equivalent parts, are permitted, to the extend that they do not affect the contractually intended purpose.

(4) The seller reserves the ownership or copyright of all tendered offers and cost estimates made by him as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids provided to the contractor. Without the express consent of the seller the contractor may not make these objects, as such or with regards to their content, accessible to third parties , or disclose, utilise, or duplicate such objects himself or permit their utilisation or duplication by third parties. At the seller's request, the contractor must return these items in their entirety and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.

§ 3 Prices, payment, invoice

(1) The prices are valid for the range of services and deliveries listed in the order Confirmation.

Additional or special services will be charged separately. The prices are in EURO ex works plus packaging, the statutory value added tax, and in case of export deliveries, custom duties as well as fees and other public charges, unless otherwise agreed in writing.

(2) The seller reserves the right to change his prices accordingly if cost reductions or cost increases due to changes in the steel price (material price changes) occur after the conclusion of the contract. The seller will prove this to the contractor upon request.

(3) Invoiced amounts shall be paid in advance without any deduction, unless otherwise agreed in writing. The date the seller receives payment shall be considered the payment date. If the contractor issues a cheque it shall only be considered payment once the cheque has been redeemed. If the client does not pay at maturity, the outstanding amounts shall be charged interest at 9% p. a. above the base rate of the German Federal Bank (Deutsche Bundesbank) from the date of maturity; the right to charge higher interest rates and claim further damages in the event of delay shall remain unaffected.

(4) Offsetting with counterclaims of the contractor or the retention of payments due to such claims shall only be permitted to the extend that the counter-claims re undisputed or recognized by declaratory judgement.

(5) The seller is entitled to carry out or to provide outstanding deliveries or services only against advance payment or security, if, following the conclusion of the contract, he gains knowledge of circumstances, which may siginificantly reduce the creditworthiness of the customer and which may threaten the contractor's payment of the seller's outstanding claims arising from the contractual relationship concerned.

(6) The contractor agrees to accept electronical invoices, especially via e-mail. The customer agrees that the invoice is dispatched by mail or e-mail at seller’s discretion.

§ 4 Delivery and delivery time

(1) Deliveries shall be made ex works.

(2) Deadlines and dates for deliveries and services announced by the seller are approximates, unless a fixed deadline or a fixed date has been expressly agreed upon.

(3) Where the dispatch has been agreed, delivery periods and delivery times shell relate to the moment of handover to the carrier, haulier or other third party contracted for the transport.

(4) The seller may, without prejudice to his rights arising out of any default by the contractor, require the contractor to extend delivery and service performance periods or postpone delivery and service performance dates by the length of time during which the contractor failed to fulfill his contractual obligations to the seller.

(5) The seller shall not liable for impossibility of delivery or for delays in delivery, insofar as these have been caused by the following disruptions not within the seller's responsibility: force majeure, strikes, lack of raw materials and incorrect or late delivery by suppliers. Insofar as such malfunctions (force majeure, strikes, material shortages, and incorrect or non-timely delivery by suppliers).
 
To the extent that such disruptions (force majeure, strikes, resource shortages and incorrect or late deliveries by suppliers) significantly hindered or rendered impossible the delivery or performance by the seller and where such hindrance is not temporary, the seller may rescind from the contract. A hindrance shall be considered as not temporary if it continues for a period exceeding 4 months.

In case of temporary hindrances, the delivery or performance times shall be extended or postponed by the length of the hindrance. Where an acceptance of the delivery or of the service could not be reasonably expected from the contractor due to the delay, he may rescind from the contract by way of an immediate written declaration towards the seller.

(6) The seller shall be entitled to partial deliveries only if
- the partial delivery is usable for the contractor within the scope of the contractual purpose,
- the delivery of the remaining ordered goods is ensured and
- the contractor does not incur significant additional work and expense (unless the seller agrees to assumption of these costs).

(7) Where the seller defaults with regard to a delivery or service or where the delivery or service, regardless of the reason, is rendered impossible for him, the liability of the seller shall be limited according to § 8 of these general terms of supply.

§ 5 Place of performance, dispatch, packaging, transfer of risk, acceptance

(1) The place of performance for all obligations arising from the contractual relationship is Bamberg, unless otherwise specified.

(2) The shipping method and the packaging are subject to the seller's duty of discretion.

(3) At the latest with the handover of the delivery item (where the commencement of the loading process is decisive), the risk is transferred to the shipper, carrier or otherwise to the execution of the shipment of certain third parties to the client. This also applies if partial deliveries are made or the seller has taken over other services (e.g. shipping). If the dispatch or the handover is delayed as a result of a circumstance, the cause of which lies with the client, the risk passes from the day to the client, at which the seller is ready for dispatch and this has been indicated to the customer.

(4) Storage costs after transfer of risk shall be borne by the customer. In the case of storage by the seller, the storage costs shall be 0.25% of the invoice amount of the Liefergege to be stored.

(5) The consignment is insured by the seller only at the express request of the client and at his expense against theft, breakage, transport, fire and water damage or other insurable risks.

(6) In so far as an acceptance has to take place, the purchased item shall be deemed
the delivery has been completed, the seller has notified this to the customer with reference to the acceptance fiction according to this § 5 (6) and has asked him to accept it,
since the delivery has elapsed fourteen working days or the client has started using the purchased item (for example, the delivered goods are installed and used in the machine) and in this case since delivery seven working days have elapsed, and
the client has refrained from acceptance within this period for any reason other than because of a defect shown to the seller which makes the use of the purchased item impossible or substantially impaired.

§ 6 Warranty

(1) The warranty period is one year from delivery or, if a purchase is required, from the acceptance.

(2) The delivered items must be carefully examined immediately after delivery to the customer or to the third party designated by him. They shall be deemed to be approved if the seller does not have a complaint regarding obvious defects or other defects which were recognizable in an immediate, careful investigation, within seven working days after delivery of the delivery item, or Otherwise within seven working days after the discovery of the defect or the time when the defect was recognizable to the client in the normal use of the delivery item without further investigation, in the form specified in § 2 (2) p. 6.
At the seller's request, the object of delivery must be returned to the seller free of freight. In the event of a justified complaint, the seller shall reimburse the cost of the cheapest shipping route; This does not apply to the extent that the costs are increased because the delivery item is located in a place other than the location of the intended use.

(3) In the case of material defects of the delivered items, the seller is obligated and entitled after his choice within a reasonable period of time for rectification or replacement delivery. In the event of failure, i.e. the impossibility, unacceptability, refusal or undue delay of rectification or replacement, the client may withdraw from the contract or reduce the purchase price appropriately.

(4) If a defect is due to the fault of the seller, the customer may demand compensation under the conditions specified in § 8.

(5) In the case of defects of components of other manufacturers, which the seller cannot eliminate for license or actual reasons, the seller will, at his choice, claim his warranty against the manufacturers and suppliers for the account of the customer or assign them to the client. Warranty claims against the seller and the supplier shall be subject to such defects under the other conditions and in accordance with these general terms of delivery only if the court enforcement of the aforementioned claims against the manufacturer and Unsuccessful or, for example, due to bankruptcy, is futile. During the duration of the litigation, the limitation period of the relevant warranty claims of the customer against the seller is inhibited.

(6) The warranty is not applicable if the customer modifies the delivery item without the consent of the seller or allows it to be changed by third parties and the rectification of defects becomes impossible or unreasonably difficult.
In any case, the customer shall bear the additional costs of the rectification of defects resulting from the change.

(7) A delivery of used items agreed with the client in individual cases is made under the exclusion of any warranty.

§ 7 Property rights

(1) The seller shall, in accordance with this § 7, ensure that the object of delivery is free from industrial property rights or copyrights of third parties. Each contracting partner shall immediately notify the other Contracting Party in writing if he is asserted against claims due to the violation of such rights.

(2) In the event that the delivery item infringes an industrial property right or copyright of a third party, the seller shall, at his choice and at his expense, modify or exchange the object of delivery in such a way that no third party rights are infringed, the Delivery item but still fulfils the contractually agreed functions, or the purchaser by concluding a license agreement to obtain the right of use. If this does not succeed within a reasonable period of time, the client is entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the client are subject to the limitations of § 8 of these general terms of delivery.

(3) In the case of infringements by third-party products supplied by the seller, the seller shall, at his option, assert his claims against the manufacturer and supplier for the account of the customer or assign them to the client. In such cases, claims against the seller shall only be made in accordance with this § 7 if the court enforcement of the aforementioned claims against the manufacturers and sub-suppliers was unsuccessful or is futile, for example due to bankruptcy.

§ 8 Liability for damages due to fault

(1) The liability of the seller for damages, irrespective of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort, is as far as To the extent that it is at fault, is restricted in accordance with this § 8.

(2) The seller is not liable
a) in the case of simple negligence of its organs, legal representatives, employees or other vicarious agents;
b) in the case of gross negligence on the part of its non-executive employees or other vicarious agents, in so far as it is not an infringement of essential contractual obligations.
The contract is essentially the obligation to provide timely, defect-free delivery as well as advice, protection and limb, which are intended to enable the customer to use the delivery item in accordance with the contract, or to protect the body or life of personnel or third parties or the property of the client.

(3) To the extent that the seller is liable for damages in accordance with § 8 (2), this liability is limited to damages which the seller has foreseen at the time of conclusion of the contract as a possible consequence of an infringement of the contract or in consideration of the circumstances known to him Goods or which he should have known, should have anticipated the use of normal traffic. Indirect damages and consequential damages, which are the result of defects in the delivery item, are also only possible if such damages are typically to be expected when the delivery item is used as intended.

(4) In case of liability for simple negligence, the seller's obligation to pay damages for property or personal injury is limited to EUR 2,500,000.00 per claim (according to the current cover of his liability insurance), even In the case of a breach of essential contractual obligations.

(5) The foregoing exclusions and limitations of liability shall apply to the same extent to the benefit of the seller's institutions, legal representatives, employees and other vicarious agents.

(6) Insofar as the seller provides technical information or advises and this information or advice does not belong to the contractually agreed scope of services owed by him, this is done free of charge and excluding any liability.

(7) The limitations of this § 8 do not apply to the liability of the seller for intentional conduct, for guaranteed quality characteristics, for injury to life, body or health or according to the Product Liability Act.

§ 9 Retention of title

(1) The retention of title stipulated below serves to safeguard all existing and future claims of the seller against the client from the existing supply relationship between the contractual partners via cutting tools, Knife holders, fastening agents, perforated sieves, wear parts (including balance receivables from a current account relationship limited to this supply relationship).

(2) The goods delivered by the seller to the customer shall remain the property of the seller until the full payment of all secured receivables has been paid. The goods as well as the goods entering their place under this clause, which are covered by the retention of title, are hereinafter referred to as reserved goods.

(3) The customer shall keep the reserved goods free of charge for the seller.

(4) The client is entitled to process and sell the goods subject to retention of title until the date of the recovery (paragraph 9) in the proper course of business. Pledges and transfer of security are not permitted.

(5) If the reserved goods are processed by the client, it is agreed that the processing takes place in the name and for the account of the seller as manufacturer and the seller directly owns the property or – if the processing is done from several owners ' materials or the value of the processed item is higher than the value of the reserved goods – the Co-ownership (fractional ownership) in the newly created item in the ratio of the value of the reserved goods to the value of the newly created thing acquires. In the event that no such acquisition of ownership should occur with the seller, the client will already transfer his future property or, in the above-mentioned ratio, co-ownership of the newly created item to the seller for safety. If the reserved goods are connected or inseparably mixed with other objects to a uniform object and if one of the other items is to be regarded as the main item, the seller, as far as the main item belongs to him, transfers to the buyer proportionately the co-ownership of the The ratio referred to in sentence 1.

(6) In the case of the resale of the reserved goods, the customer already assigns the resulting claim against the acquirer – with the co-ownership of the seller to the reserved goods proportionately according to the co-ownership share – to the Seller. The same applies to other receivables that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims from tort in the event of loss or destruction. The seller authorizes the customer to withdraw the receivables assigned to the seller in his own name for the account of the seller. The seller may revoke this direct debit authorization only in the case of recovery.

(7) If third parties access the goods subject to retention of title, in particular by attachment, the client shall immediately inform the seller of the property of the vendor and notify the supplier thereof in order to enable him to enforce his property rights. If the third party is not in a position to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the client shall be liable to the seller.
(8) The seller shall release the goods subject to retention of title as well as the items or claims arising in their place upon request, as far as their value exceeds the amount of the secured receivables by more than 50%.

(9) If the seller withdraws from the contract in the event of unlawful conduct of the A – in particular late payment – he is entitled to demand the reserved goods.

§ 10 Advertising Marketplace (Customer Classifieds)

(1) Under the Classifieds section, the seller offers his customers a notice board. This is where customers can independently offer used goods, spare parts or surplus parts for sale to other customers.

(2) The Classifieds section is a free service offered by the seller for his customers. The seller is entitled to restrict, change or completely discontinue this functionality at any time. There is no claim to functionalities of this section.

(3) The seller shall participate only in the mediation of contracts between customers and shall not become a contractual partner in contracts concluded via offers in the Classifieds section. The seller shall also not act as a representative of the respective provider or customer. The contracts shall be concluded exclusively between the provider named in the respective advertisement and the customer. All claims resulting from the sales contracts shall be exclusively between the provider and the customer. The parties to the contract can accordingly agree their own terms and conditions of business.

(4) Customers who wish to post an offer can send this to the seller by e-mail to sales@cutmetall.com. The text of the offer must contain the information from the imprint of the seller, in particular the company name and the complete address and contact details of the seller. Furthermore, the text of the offer must contain all essential characteristics of the goods and must meet all labelling requirements. Text of offers may not contain any advertising beyond the specific offer. Customers who submit the text of an offer shall indemnify the seller from all claims of third parties based on a violation of the aforementioned obligations or other violations of rights arising from a text of an offer.

(5) There is no right to the publication of the text of an offer. The seller shall only publish offers if they complement the seller's range of goods in a meaningful way. He reserves the right to reject offers in whole or in part.

§ 11 Final provisions

(1) The place of jurisdiction for any disputes arising from the business relationship between the seller and the client shall be Bamberg or the principal's domicile. Bamberg is the exclusive place of jurisdiction for actions against the seller. Mandatory legal provisions on exclusive jurisdictions remain unaffected by this regulation.

(2) The relations between the seller and the client are exclusively subject to the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of goods of 11 April 1980 (CISG) does not apply.

(3) To the extent that the contract or these general terms of delivery contain loopholes in the regulation, those loopholes shall be deemed to have been agreed in accordance with the legally effective rules which the Contracting Parties agree to the economic objectives of the contract and have agreed to the purpose of these general terms of delivery if they had known the regulatory gap.

Note:
The contractor acknowledges that the seller stores data from the contractual relationship pursuant to § 28 Federal Data Protection Act and that the seller reserves the right to transmit such data to third parties (e.g. insurance companies) to the extent that this may be required in order to fulfill this contract. For further details, please refer to our Privacy Information in accordance with Art. 13 GDPR.