of Production in Time Zerspantechnik und Handels GmbH
represented by its managing directors
Mrs. Katrin Deniz Himmelsbach and Messrs. Jürgen Himmelsbach and Oswald Flaig
Dr. Konstantin-Hank-Str. 8, 78713 Schramberg, Germany
The deliveries, services and offers of Production in Time Zerspantechnik und Handels GmbH are exclusively based on these terms and conditions. They shall therefore also apply to all future business relations, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services. Counter-confirmations of the contractual partner of Production in Time Zerspantechnik und Handels GmbH on his terms and conditions of business or purchase are hereby contradicted.
1 The offers of Production in Time Zerspantechnik und Handels GmbH are subject to change and non-binding. We reserve the right to make technical changes within the scope of what is reasonable. Declarations of acceptance and all orders must be confirmed by Production in Time Zerspantechnik und Handels GmbH in writing or by telex in order to be legally effective.
2. Drawings, illustrations, dimensions, weights or other performance data are only binding if this has been expressly agreed in writing between the parties.
3. The conclusion of the contract is subject to the correct and timely delivery by the suppliers of Production in Time Zerspantechnik und Handels GmbH. This shall only apply in the event that Production in Time Zerspantechnik und Handels GmbH is not responsible for the non-delivery, in particular in the event of the conclusion of a congruent hedging transaction with a supplier of Production in Time Zerspantechnik und Handels GmbH.
1. Unless otherwise stated or agreed, Production in Time Zerspantechnik und Handels GmbH shall be bound by the prices contained in its offers for 60 days from their date. Otherwise, the prices stated in the order confirmation of Production in Time Zerspantechnik und Handels GmbH plus the respective statutory value added tax shall be decisive. Additional deliveries and services will be charged separately.
2. Unless otherwise agreed, the prices shall be understood as pick-up prices at the registered office of Production in Time Zerspantechnik und Handels GmbH including customary packaging.
1. delivery dates or deadlines, which may be agreed upon as binding or non-binding, must be in writing. Agreements on the omission of this requirement must also be in writing.
2. Production in Time Zerspantechnik und Handels GmbH shall not be responsible for delays in delivery and performance due to force majeure and due to events which make delivery considerably more difficult or impossible for Production in Time Zerspantechnik und Handels GmbH, not only temporarily, such as strikes, lockouts, official orders and similar, even if they occur at suppliers of Production in Time Zerspantechnik und Handels GmbH or their sub-suppliers, even in the case of bindingly agreed deadlines and dates. They entitle Production in Time Zerspantechnik und Handels GmbH to postpone the delivery or service by the duration of the impediment plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part not yet fulfilled. 3.
3. If the hindrance lasts longer than three months, the contractual partner of Production in Time Zerspantechnik und Handels GmbH shall be entitled to withdraw from the contract with regard to the part not yet fulfilled after setting a reasonable grace period. If the delivery time is extended or if Production in Time Zerspantechnik und Handels GmbH is released from its obligation, the contractual partner cannot derive any claims for damages against Production in Time Zerspantechnik und Handels GmbH from this. Production in Time Zerspantechnik und Handels GmbH may only invoke the aforementioned circumstances if it has notified its contractual partner thereof without delay.
4. If Production in Time Zerspantechnik und Handels GmbH is responsible for the non-observance of bindingly agreed deadlines and dates or is in default, the contractual partner shall be entitled to compensation for default in the amount of 0.5 % for each full week of default, but in total not more than 5 % of the invoice value of the deliveries and services affected by the default. Further claims are excluded, unless the delay is due to gross negligence or intent of Production in Time Zerspantechnik und Handels GmbH.
5. Production in Time Zerspantechnik und Handels GmbH is entitled to partial deliveries and partial performances at any time, unless the partial delivery and partial performance is not of interest to the Contractual Partner.
6. if the contractual partner is in default of acceptance, Production in Time Zerspantechnik und Handels GmbH is entitled to demand compensation for the damage incurred; with the occurrence of the default of acceptance, the risk of accidental deterioration and accidental loss of the goods shall pass to the contractual partner.
1. The risk of accidental loss and accidental deterioration of the goods shall pass to the contractual partner upon handover, in the case of sale by delivery to a place other than the place of performance, upon delivery of the item to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If the shipment is delayed at the request of the contractual partner, the risk shall pass to the contractual partner upon notification of readiness for shipment by Production in Time Zerspantechnik und Handels GmbH.
1. The warranty period for products manufactured by Production in Time Zerspantechnik und Handels GmbH is one year from the date of delivery or collection of the goods; the transfer of risk is decisive for the beginning of the limitation period.
2. if transport and storage instructions of Production in Time Zerspantechnik und Handels GmbH are not followed or changes are made to products delivered by Production in Time Zerspantechnik und Handels GmbH, possible claims due to defects of the products delivered by Production in Time Zerspantechnik und Handels GmbH are void, if the contractual partner does not refute a correspondingly substantiated assertion that only one of these circumstances has caused the defect.
3. Any defects must be reported to Production in Time Zerspantechnik und Handels GmbH in writing without delay, at the latest, however, within one week after receipt of the delivery item; otherwise the assertion of the warranty claim is excluded. Defects which cannot be discovered within the aforementioned period even after careful inspection must be reported to Production in Time Zerspantechnik und Handels GmbH in writing immediately after discovery.
The burden of proof with regard to all prerequisites for a claim, in particular for the defect itself, for the time of detection of the defect as well as for the timeliness of the notice of defect is incumbent on the contractual partner of Production in Time Zerspantechnik und Handels GmbH.
4. If the contractual partner of Production in Time Zerspantechnik und Handels GmbH chooses to withdraw from the contract due to a legal or material defect after a failed supplementary performance, it shall not be entitled to any additional claim for damages due to the defect.
If the contractual partner of Production in Time Zerspantechnik und Handels GmbH chooses compensation for damages after failed subsequent performance, the goods shall remain with the contractual partner as far as this is reasonable for him. In this case, the compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if Production in Time Zerspantechnik und Handels GmbH has caused the breach of contract maliciously.
5. The contractual partner does not receive guarantees in the legal sense from Production in Time Zerspantechnik und Handels GmbH. Any manufacturer’s guarantees remain unaffected by this.
1. shall retain title to the goods delivered by it until full settlement of all claims arising from the ongoing business relationship with the contracting party. 2.
2. the contractual partner is obliged to handle the goods with care and in particular to store them properly. 3. the contractual partner is obliged to provide Production in Time Zwickau with the goods.
3. the contractual partner is obliged to inform Production in Time Zerspantechnik und Handels GmbH immediately about a possible access of third parties to the goods delivered by Production in Time Zerspantechnik und Handels GmbH, for example in case of seizure, as well as about possible damages or their loss. The contractual partner must also notify Production in Time Zerspantechnik und Handels GmbH without delay of a change of possession of the goods as well as of a possible change of the registered office of the branch office.
4. is entitled to withdraw from the contract and to demand the return of the goods delivered by it in the event of a breach of contract by the contractual partner, in particular in the event of default in payment or in the event of a breach of an obligation pursuant to Clause 2 and/or Clause 3 of this provision.
5. The Contractual Partner is entitled to resell the goods delivered by Production in Time Zerspantechnik und Handels GmbH in the ordinary course of business. The Contractual Partner hereby assigns to Production in Time Zerspantechnik und Handels GmbH all claims in the amount of the respective invoice amount, which accrue to it against a third party as a result of the resale. Production in Time Zerspantechnik und Handels GmbH already now accepts this assignment. After the assignment the contractual partner is authorized to collect the claim. Production in Time Zerspantechnik und Handels GmbH reserves the right to collect the claim itself if the contracting partner does not duly meet its payment obligations to Production in Time Zerspantechnik und Handels GmbH and is in default of payment.
6. the processing of the goods by the contracting partner always takes place in the name and on behalf of Production in Time Zerspantechnik und Handels GmbH. If the goods are processed with items which are not the property of Production in Time Zerspantechnik und Handels GmbH, Production in Time Zerspantechnik und Handels GmbH shall acquire co-ownership of the new item in proportion to the value of the goods delivered by it to the other processed items. The same shall apply if the goods are mixed with other objects not belonging to Production in Time Zerspantechnik und Handels GmbH.
1. Unless otherwise agreed, invoices of Production in Time Zerspantechnik und Handels GmbH are payable within 30 days after receipt of the invoice without any discount.
2. Production in Time Zerspantechnik und Handels GmbH is entitled to credit payments first against older debts of the contracting partner, in spite of the contracting partner’s stipulation to the contrary, and undertakes to inform the contracting partner about the type of payment settlement made. If costs and interest have already been incurred, Production in Time Zerspantechnik und Handels GmbH shall be entitled to set off the payment first against the costs, then against the interest and finally against the principal claim.
3. a payment shall only be deemed to have been made when it has been credited to the account of Production in Time Zerspantechnik und Handels GmbH. In the case of payment by check by the contractual partner, payment shall only be deemed to have been made when the check has been cashed by the responsible credit institution.
The contractual partner is only entitled to set-off, retention or reduction due to possible notices of defects or counterclaims if the counterclaims in question have been legally established or are undisputed. However, the contractual partner is also entitled to withhold payment due to counterclaims arising from the same contractual relationship with Production in Time Zerspantechnik und Handels GmbH.
1. claims for damages are excluded irrespective of the type of breach of duty, including tort, unless there is intentional or grossly negligent action.
2. in case of breach of essential contractual obligations Production in Time Zerspantechnik und Handels GmbH shall be liable for any negligence, but only up to the amount of the foreseeable damage. Claims for loss of profit, saved expenses, from claims for damages by third parties as well as for other indirect and consequential damages cannot be demanded, unless a characteristic guaranteed by Production in Time Zerspantechnik und Handels GmbH has the specific purpose of protecting the contractual partner against such damages.
3. The limitations and exclusions of liability in clauses 1 and 2 do not apply to claims which have arisen due to fraudulent conduct on the part of Production in Time Zerspantechnik und Handels GmbH, as well as in the case of liability for guaranteed characteristics, for claims under the Product Liability Act and for damages arising from injury to life, limb or health.
4. as far as the liability of Production in Time Zerspantechnik und Handels GmbH is excluded or limited, this also applies to employees, representatives and vicarious agents of Production in Time Zerspantechnik und Handels GmbH.
1. The law of the Federal Republic of Germany shall apply to these terms and conditions and the entire legal relationship between Production in Time Zerspantechnik und Handels GmbH and the contractual partner. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
2. The exclusive place of jurisdiction for all disputes arising from contractual relations between Production in Time Zerspantechnik und Handels GmbH and the Contractual Partner is the registered office of Production in Time Zerspantechnik und Handels GmbH.
3. Should individual provisions of the contract with the contractual partner, including these general terms and conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.