As of 08 April 2024
The scope and timing of our deliveries or services shall be governed by our written order confirmation and the following terms and conditions of delivery. These shall also apply to all future deliveries, services or offers to the buyer, even if they are not separately agreed upon again.
The buyer's general terms and conditions shall not apply, even if we do not separately object to their validity in individual cases. Even if we refer to a letter that contains or refers to the buyer's general terms and conditions, this shall not constitute agreement to the validity of those terms and conditions.
We reserve all proprietary and copyright exploitation rights in cost estimates, drawings and other documents without restriction. The buyer may not make these accessible to third parties, either as such or in terms of their content, disclose them, use them – directly or through third parties – or reproduce them without our express consent. Drawings and other documents belonging to offers shall be returned immediately upon request if the order is not placed with us. Sentences 1 and 2 apply accordingly to the buyer's documents; however, these may be made accessible to such third parties to whom we have legitimately transferred deliveries or services.
The prices apply to the scope of services and deliveries specified in the order confirmations. Additional or special services shall be charged separately, including support by telephone, e-mail or remote diagnosis. Unless otherwise agreed, prices are quoted in euros ex works, plus packaging, statutory value added tax, and – for export deliveries – customs duties, fees and other public charges.
a) We retain title to the delivered goods (retained goods) until all our claims against the buyer arising from the business relationship – including future claims, even from contracts concluded simultaneously or subsequently – have been settled. Claims arising from the business relationship also include our claims from service contracts (commissioning of devices, employee training, etc.) relating to the delivered goods. In the event of attachment or other intervention by third parties, the buyer must notify us immediately.
b) The buyer is entitled to process and resell the delivered goods in the ordinary course of business. This authorisation ends if the buyer falls into arrears with payment, upon the buyer's cessation of payments, or if an application is made to open composition or insolvency proceedings against the buyer's assets. Use of the retained goods to fulfil work and work-and-material contracts shall also constitute resale. The claims of the buyer arising from the resale of the retained goods are hereby assigned to us in advance, in the amount of the respective invoice value (including VAT). These claims serve as security to the same extent as the retained goods. The buyer is not entitled to make any other disposals of the retained goods, in particular to pledge or transfer them as security. Furthermore, the buyer is prohibited from assigning claims arising from the transfer of our items to third parties.
c) By processing or transforming the retained goods, the buyer does not acquire ownership of the new item pursuant to § 950 of the German Civil Code (BGB). Processing or transformation is carried out on our behalf without creating any obligation for us. The processed or transformed goods shall be deemed retained goods.
d) In the event of processing, combining or mixing of the retained goods with other goods, we shall be entitled to co-ownership of the new item in proportion to the invoice value of the retained goods to the invoice value of the other goods used. If our title lapses through combination, mixing or processing, the buyer hereby transfers to us the ownership rights and expectant rights to which the buyer is entitled in the new stock or item, to the extent of the invoice value of the retained goods – in the case of processing, in proportion to the invoice value of the retained goods to the invoice value of the other goods used – and holds them free of charge on our behalf. Our co-ownership rights shall be deemed retained goods.
e) If the retained goods are resold by the buyer together with other goods, the claim from the resale shall be assigned to us in proportion to the invoice value of the retained goods to the invoice value of the other goods. Where goods in which we hold co-ownership shares in accordance with d) are resold, a portion of the claim corresponding to our co-ownership share shall be assigned to us. If the buyer sells this claim within the framework of genuine factoring – which requires our approval – the buyer shall assign to us the claim against the factor that replaces it.
f) Upon our request, the buyer is obliged to provide us with an exact list of claims, including the names and addresses of the purchasers, to notify the purchasers of the assignment and to provide us with all information required to assert the assigned claims. The buyer authorises us, as soon as the buyer is in default of payment or the buyer's financial circumstances deteriorate, to notify the purchasers of the assignment and collect the claims ourselves. We may demand verification of the outstanding assigned claims by our representatives on the basis of the buyer's accounts. The buyer must provide us with a list of the retained goods still in possession.
g) In the case of a current account, the reserved title and all rights shall serve as security for our entire balance claim including interest and costs.
h) If the value of the existing securities exceeds our total claims by more than 20%, we shall be obliged to release securities of our choice to that extent upon the buyer's request.
i) In the case of bills of exchange, cheques, etc., payment shall only be deemed effected after the buyer has secured their redemption. We accept cheques only in lieu of performance. Payments made against delivery of a bill of exchange issued by us shall only be deemed effected when any right of recourse on a cheque and/or bill of exchange against us is excluded. Notwithstanding our more extensive rights of security, the securities granted to us shall remain in force until that point in time.
j) If we withdraw from the contract due to the buyer's conduct in breach of contract – in particular payment default – (event of enforcement), we are entitled to demand the return of the retained goods. All costs arising from the repossession of the delivered items shall be borne by the buyer.
Payments shall only become effective upon receipt in our business accounts. Set-off or retention is only permissible with or on the basis of claims of the buyer that are undisputed or legally established. Payment term: 14 days from the invoice date without deduction.
If delivery periods have been expressly agreed, we may – without prejudice to our rights arising from the buyer's default – demand an extension by the period during which the buyer fails to fulfil its contractual obligations towards us.
If delivery without installation has been agreed, the delivery period refers to the time of handover to the freight forwarder, carrier or other third party entrusted with transportation. If the buyer collects the delivered goods personally, handover to the buyer or the buyer's authorised representative shall be decisive. If dispatch or handover to the buyer is delayed for reasons within the buyer's sphere, our notification of readiness for dispatch (date of notification) to the buyer shall be deemed the delivery date.
We shall not be liable for the impossibility of delivery or for delivery delays insofar as these are caused by force majeure or other events unforeseeable at the time of contract conclusion (e.g. operational disruptions of all kinds, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, governmental measures, or lack of, incorrect or delayed delivery by suppliers), unless we are responsible for the event. Should such events substantially impede or make delivery or performance impossible, and the impediment is not merely temporary, we shall be entitled to withdraw from the contract. In the case of temporary impediments, the delivery or performance period shall be extended by the duration of the impediment. Where the buyer cannot reasonably be expected to accept the delivery or service due to the delay, the buyer may withdraw from the contract by immediate written notice to us.
We are entitled to make partial deliveries if the partial delivery is usable by the buyer within the scope of the contractual purpose, delivery of the remaining ordered goods is ensured and no additional costs are incurred by the buyer as a result.
If we are in default with a delivery, or if delivery becomes impossible for whatever reason, our liability for damages shall be limited in accordance with Section IX of these General Terms and Conditions of Delivery.
Risk passes to the buyer as soon as the ordered goods have been dispatched, collected by the buyer, or delivered by us. If dispatch or handover is delayed due to a circumstance attributable to the buyer, risk passes to the buyer from the day on which the delivery is ready for dispatch and we have notified the buyer accordingly.
Storage costs after transfer of risk shall be borne by the buyer. We are entitled to charge the buyer storage fees of 0.5% of the net invoice amount for each commenced month, commencing from the 1st of the month following our notification of readiness for dispatch. The right to claim higher or lower actual storage costs is reserved.
At the buyer's request, the consignment shall be insured against breakage, transport and fire damage at the buyer's expense.
If we have also undertaken installation in addition to delivery, the following provisions shall apply unless otherwise agreed in writing:
The buyer shall provide all necessary personnel and material resources at its own expense and make any required preparations or preliminary work. If special circumstances at the installation site require protective clothing or equipment not standard in our industry, the buyer shall also provide these at its own expense. The buyer shall provide all information required for the installation before commencement of installation work (e.g. cutting fluid supply and other circumstances that may be relevant to the operation of our devices).
We charge for installation at the rates agreed upon placement of the order – or, in the absence of agreement, at industry standard rates – for working time and supplements for overtime, night, Sunday and public holiday work, for work under difficult conditions, and for planning and supervision. In addition, necessary travel and transport costs shall be reimbursed. Unless separately agreed, installation does not include the modification or adaptation of machine circuit diagrams.
If installation or commissioning is delayed through circumstances not attributable to us, the buyer shall compensate the resulting costs of waiting time, accommodation and any repeat travel and transport.
We shall not be liable for acts of our installation personnel or other agents insofar as these are not connected with the delivery and installation, or insofar as these acts have been initiated by the buyer.
The obligation to provide warranty and liability only arises in respect of controllable process sequences. Controllable process sequences are those in which a reproducible change occurs in the measured variable processed by the monitoring device (acoustic emission, effective power, current, force, pressure, etc.) with respect to the condition being monitored (e.g. tool wear, breakage, initial contact detection, etc.) compared to the normal state. Therefore, any obligation to provide liability and/or warranty is excluded for those damage cases where monitoring by the delivered items is technically not possible due to an insufficiently reproducible change in the measured variable. We shall only be liable for damages if the buyer proves that no faulty limit value setting attributable to the buyer caused the damage.
The warranty period is one year from delivery or, where acceptance is required, from acceptance.
The delivered items must be inspected immediately upon delivery to the buyer. They shall be deemed approved if we have not received a written notice of defects regarding obvious defects or defects recognisable upon immediate careful inspection within ten working days of delivery, or otherwise within ten working days of discovering the defect.
In the case of material defects in the delivered items, we are initially obliged and entitled – at our choice to be made within a reasonable period – to remedy the defect or to make a replacement delivery. The parts to be repaired or replacement parts shall be dispatched mutually. In the event of failure of such remedy, i.e. impossibility, unreasonableness, refusal or inappropriate delay of the remedy or replacement delivery, the buyer may withdraw from the contract or reduce the purchase price appropriately.
If a defect is attributable to our fault, the buyer may demand damages under the conditions set out in Section IX.
The warranty shall be void if our Tool Monitors are operated with sensors not obtained through us.
We shall not be liable for disruptions to the delivered item caused by external influences, such as strong electromagnetic fields, moisture, excessive temperature or excessively rapid temperature changes, or insufficient or bubble-laden cutting fluid.
Our liability for consequential damages shall be excluded if the monitoring system takes over the function of a feed rate switchover via detection of contact between tool and workpiece (initial contact detection) and the buyer fails to provide protection through additionally defined feed rate switchover points.
We shall not be liable for consequential damages arising from a defect in the Tool Monitor if such defect could have been avoided by connecting a feed enable signal. This signal serves to indicate a malfunction of the Tool Monitor.
We shall not be liable for consequential damages arising from a defect in the Tool Monitor in the form of a production interruption, if the production interruption could have been prevented by deactivating the integration of the Tool Monitor into the machine tool control system.
The warranty shall further be void if the buyer modifies the delivered item or has it modified by third parties and defect rectification is thereby rendered impossible or unreasonably difficult. In any case, the buyer shall bear the additional costs of defect rectification arising from the modification.
Our liability for damages, regardless of the legal basis – in particular for impossibility, delay, defective or incorrect delivery, breach of contract, violation of duties in contract negotiations and tort – is limited in accordance with this Section IX insofar as fault is relevant in each case.
We shall not be liable in the case of simple negligence by our executive bodies, legal representatives, employees or other agents, or in the case of simple and gross negligence by our non-managerial employees or other agents, insofar as this does not involve a breach of essential contractual obligations. Essential contractual obligations include the obligation to deliver and install on time and free of defects, as well as advisory, protective and custodial obligations intended to enable the buyer to use the delivered item in accordance with the contract, or that serve to protect the life or limb of the buyer's personnel or third parties, or to protect the buyer's property from significant damage.
Where we are liable in principle for damages, this liability is limited to damages that we foresaw at the time of contract conclusion as a possible consequence of a breach of contract, or that we should have foreseen taking into account the circumstances known to us or that we should have foreseen by exercising normal commercial care. Indirect damages and consequential damages resulting from defects in the delivered item shall moreover only be compensable insofar as such damages are typically to be expected from the intended use of the delivered item.
In the event of liability for simple negligence, our obligation to compensate for property or personal injury in the area of general liability is limited to €3,000,000.00 per claim, and for product liability to €3,000,000.00 per claim (corresponding to the current coverage amount of our general liability insurance and product liability insurance), even if this involves a breach of essential contractual obligations.
The exclusive place of jurisdiction, if the buyer is a registered merchant, for all disputes arising directly or indirectly from the contractual relationship is Cologne. The contract is subject to German law.
Our General Terms and Conditions of Delivery are also available as a PDF document – convenient for saving, printing or forwarding.
Contact us – we will be happy to advise you.