General terms and conditions of business and delivery
Schwanog Siegfried Güntert GmbH
(1) The following terms and conditions shall apply to deliveries of tool systems in carbide and HSS as well as gages and selectors, unless deviations have been agreed in writing, for all contracts, deliveries, and services.
All offers are subject to confirmation. The obligation to deliver shall only come into effect after the order has been duly confirmed in writing.
2. Prices, delivery, schedules and under- and over-delivery
(1) Unless otherwise agreed, the prices shall apply ex works, without packaging. In each instance, they shall apply only to the quantity ordered and only to the version provided for in the offer or in the order confirmation.
If, in deviation from the offer and inquiry, drawings, samples, adapters or gages are provided with the order, any additional or special services resulting therefrom shall be invoiced separately. The prices do not include value added tax.
In the event of agreed order cancellations or reductions, costs already incurred shall be invoiced. Any material that has already been procured and subsequently becomes available must be purchased by the customer.
The Customer shall not acquire any rights to the tools because of payment of a portion of the tool costs. These remain our property. The supplier retains ownership and copyrights to design drawings and other documents; these may not be made accessible to third parties.
(2) We reserve the right to perform services and deliver outstanding goods against advance payment or provision of security if, after the conclusion of the contract, we become aware of circumstances which are likely to substantially reduce the creditworthiness of the customer and which jeopardize the payment of our outstanding claims arising from the respective contractual relationship.
(3) Call orders are manufactured in a single batch. After the first partial delivery has been made, a change to the original ordered goods is excluded.
(4) We reserve the right to over- and under-deliver +/- 10% of the ordered quantity.
3. Shipping and delivery deadlines
(1) The shipment of the items shall be for the account and at the risk of the customer. In the absence of specific shipping instructions, shipment shall be affected at our discretion, but without any obligation to use the cheapest means of transport.
We generally take out transport insurance. (2) The agreed lead time shall commence upon sending the order confirmation, but not before the provision of the documents, approvals, releases to be procured by the Purchaser and not before the receipt of an agreed down payment.
The delivery deadline shall be deemed to be met if the goods have left the Supplier's works by the agreed date or if the goods are made available for collection.
In the event of our default, the customer shall set a reasonable period of grace.
After expiry of the period of grace, the Purchaser shall be entitled to withdraw from the contract and to assert claims for damages in accordance with Section 4 below. For our part, we may - without prejudice to our rights arising from default on the part of the Purchaser - demand from the Purchaser an extension of the delivery periods or a postponement of delivery dates for the period in which the Purchaser
fails to meet its stipulated obligations.
(3) We shall not be liable if delivery is made impossible or is delayed due to force majeure or due to other events unforeseeable at the time of conclusion of the contract for which we are not responsible (e.g., operational disruptions of any kind, difficulties in the procurement of materials or energy,
transport delays, strikes and lawful lockouts, shortage of labor, energy or raw materials, difficulties in obtaining necessary official permits, official measures, or failure to deliver, incorrect or untimely delivery by
suppliers). If such events make delivery considerably more difficult or impossible for us and the hindrance is not only of temporary duration, but we are also entitled to withdraw from the contract.
Should there be obstacles of a temporary nature, delivery or performance deadlines may be extended or the delivery or performance dates postponed by the period of the delay plus a reasonable lead time.
If the Purchaser cannot reasonably be expected to accept the delivery because of the delay, it may withdraw from the contract by giving us immediate written notice.
4. Liability and compensatory damages
(1) Our liability for damages, irrespective of the legal grounds, due to impossibility, delay, deficient or incorrect delivery, breach of contract, breach of duties in contractual acts and unlawful acts, shall be limited to the extent that culpability is involved in each case
in accordance with Clause 4. (2) We shall not be liable in the event of simple negligence on the part of our executive bodies, legal representatives, employees, or other vicarious agents, insofar as this
does not involve breach of essential contractual obligations. Essential contractual obligations are the obligation to deliver on time, freedom from defects of title, freedom from material defects which substantially impair functionality, as well as the obligation to provide consulting, protection and custody which are intended to enable the Purchaser to use the delivery item in accordance with the contract or for the intended purpose, to protect the lives and health of the customer or the protection of the Purchaser's personnel or to protect the Purchaser's property against substantial damage.
(3) Insofar as we are liable for damages, this liability shall be limited to damages which we foresaw at the time of conclusion of the contract as a potential consequence of a breach of contract or which we should have foreseen had we exercised due care.
Indirect damage and consequential damage resulting from defects in the delivery item shall also only be eligible for compensation if such damage would have occurred under normal and intended
usage. Excluded are damages relating to loss
of profit, machine downtime and contractual penalties.
(4) The limitations in this Clause 4 shall not apply to liability due to willful intent, for guaranteed product attributes, for loss of life, injury or damage to health or for liability under the Product Liability Act.
5. Technical requirements
(1) Insofar as the inquiries and order documents do not contain any special provisions regarding the design, the technical delivery conditions acc. DIN, then design m (middle) shall be deemed agreed.
The Supplier shall not be liable for errors resulting from documents submitted by the Purchaser.
(1) The warranty period shall be 12 months from delivery or, if acceptance is required, from acceptance. The delivered items shall be inspected carefully immediately after delivery to the Purchaser or by a third party appointed by the Purchaser.
With respect to obvious defects or other defects which would have been recognizable during an immediate, careful inspection, these shall be deemed to have been approved by the Purchaser if we do not receive written notification of the defects within 8 working days of delivery.
Regarding other defects, the delivery items are considered to have been approved by the Purchaser if the notice of defect is not received by us within seven working days after the point in time at which the defect became apparent; however, if the defect was already apparent at an earlier point in time during normal use, this earlier point in time is decisive for the start of the complaint period.
At our request, the defective item is to be returned to us.
In the event of a justified complaint, we shall reimburse the costs of the most favorable shipping option.
(2) In the event that the delivered items are defective, we shall first be obligated and entitled to remedy the defect or to make a replacement delivery within a reasonable period.
In case the rectification or replacement delivery proves impossible, unreasonable, is refused or unreasonably delayed, the Purchaser may withdraw from the contract.
If a defect is attributable to our culpability, the Purchaser may claim damages in accordance with the provisions of Clause 4.
7. Terms of payment
(1) Our terms of payment are unless otherwise agreed, also for partial deliveries: Payment is due 10 days after receipt of the invoice with a 2% discount, or 30 days net amount.
We reserve the right to agree special terms of payment for foreign countries or for unknown customers. If the payment periods are exceeded, an annual interest rate of 9% above the respective prime rate of the European Central Bank (ECB) will be charged without a reminder being necessary.
Withholding of payments or offsetting payments against Purchaser’s counterclaims, which are contested by the Supplier, shall not be admissible.
The goods shall remain our property until payment has been made in full, and in the case of promissory notes until they have been honored. The customer is not entitled to transfer the ownership of the goods still subject to retained title (goods subject to retention of title) without our prior written consent.
The right to dispose of the retained goods remains with the purchaser (expectant right) if the third party is informed of our property rights.
In the event of access to the reserved goods by third parties, in particular bailiffs, the customer shall point out our ownership and notify us immediately so that we can enforce our ownership rights.
(2) Conditions stipulated by the Purchaser shall not become binding upon the Supplier even if the Supplier does not expressly contest them. We only supply to customers who order with the VAT identification number according to the country of destination principle.
8. Final provisions
(1) Place of performance for delivery and payment is Villingen-Schwenningen. Villingen-Schwenningen shall be the place of jurisdiction. Only German law is valid.
(2) If the Purchaser's provisions should deviate in any respect from our provisions in the order confirmation, and if these deviations have not been expressly acknowledged by us in writing, the Purchaser shall immediately raise an objection in writing.
Schwanog Siegfried Güntert GmbH ·
Niedereschacher Str. 36
D -78052 VS Obereschach
Tel + 49 (0) 77 21/94 89 -. 0
Fax + 49 (0) 77 21/94 89-99