General Terms
General Terms and Conditions
Version 02.07.2014, 16.30 hrs
Grimminger Schleiftechnik GmbH (hereinafter referred to as Grimminger Schleiftechnik)
Robert-Bosch-Strasse 2
89257 Illertissen
Illertissen, Germany
Managing Director: Roman Lerchenmüller
Register court: Memmingen HRB 3344
Tax number: 151/127/80189
VAT ID No.: DE 156050070
All offers of Grimminger Schleiftechnik are directed exclusively to entrepreneurs. The following General Terms and Conditions shall apply to all legal transactions between Grimminger Schleiftechnik and its customers, unless otherwise agreed. Additional or deviating agreements must always be made in writing. This shall also apply to the amendment of the written form clause. The employees of Grimminger Schleiftechnik, including executive employees, are not authorized to make contractual or other legally relevant agreements or to give other assurances with regard to contractual objects or contractual services. Terms and conditions of the contractual partner are generally not recognized. The delivery of products, samples or prototypes or the provision of services is not associated with an implied acceptance of the General Terms and Conditions of Grimminger Schleiftechnik's customers.
The General Terms and Conditions are available for download at
https://www.grimminger-schleiftechnik.de/general-terms
AGBs_Grimminger_Schleiftechnik_GmbH.pdf.
1. conclusion of contract
1.1
In the case of written or verbal orders, the customer shall be bound by his contractual offer for 14 days. The contract shall be deemed concluded if Grimminger Schleiftechnik has confirmed it in writing and/or by fax or e-mail or if it has been delivered.
Delivery call-offs shall be binding orders of the customer and shall be subject to the aforementioned conditions.
1.2
Offers from Grimminger Schleiftechnik are always subject to change. If deliveries are made without order confirmations or delivery contracts, the invoice and/or the delivery bill shall be deemed to be an order confirmation based on the applicable General Terms and Conditions of Grimminger Schleiftechnik.
All information, drawings, illustrations, dimensions, values, weights, conditions of use and other contents contained in offers, order confirmations and other documents of Grimminger Schleiftechnik are theoretical approximate values which are generally non-binding unless they have been expressly designated as binding by Grimminger Schleiftechnik in an offer or expressly agreed by contract.
Products manufactured in series are always supplied in accordance with drawings and/or quotations. Customary minor deviations in color, grain, pattern and shape are in accordance with the contract. We reserve the right to make design changes or technical modifications, provided that the functionality of the product is maintained, taking into account the state of the art.
2 Prices and terms of payment
2.1
Prices are quoted in euros excluding VAT. Unless otherwise agreed in writing, the prices shall be based on Grimminger Schleiftechnik's price list valid at the time of conclusion of the contract, unless this changes three months before the delivery date.
All prices are ex works (Incoterms 2000) and without any ancillary services, in particular without transportation, insurance, commissioning, assembly, installation and other expenses within the scope of the application at the customer's premises. These shall be invoiced on a time and material basis. Our services for application support are always invoiced on a time and material basis, whereby the hourly rates are based on our current price list with the listed quantity discounts. If the order value is less than EUR 120.00, Grimminger Schleiftechnik shall be entitled to charge a reasonable minimum quantity surcharge.
Unless otherwise agreed, invoice amounts are due 14 days after the invoice date without deduction.
In the event of a defect in the products, the customer shall only be entitled to withhold payment to a reasonable extent, depending on the nature of the defect and the impairment of use.
2.2
If due payment dates are exceeded, default interest of 1.5% per month shall be payable without further reminder.
2.3
The customer may only offset counterclaims that are undisputed or recognized or titled.
2.4.
Grimminger Schleiftechnik shall be entitled to adjust the agreed prices if a significant change in price factors such as materials, supplier parts, wages, social charges, taxes or the like occurs after conclusion of the contract, including a framework agreement. Grimminger Schleiftechnik shall be entitled to adjust the prices to a reasonable extent according to the influence of the stated cost factors. At the customer's request, Grimminger Schleiftechnik shall disclose the calculation limited to the price-increasing factors.
Grimminger Schleiftechnik shall only be obliged to make changes to the construction and design of delivery items if the corresponding additional costs are borne by the customer and this is reasonable and technically feasible for Grimminger Schleiftechnik with regard to the ability to deliver and the delivery times.
Grimminger Schleiftechnik products are always competitive in terms of price, quality, innovation and safety. However, this is not the basis of the contract, even if this is stipulated in the General Terms and Conditions of our customers.
3 Delivery and transfer of risk
3.1
The risk shall pass to the customer upon delivery of the goods to a forwarding agent or other person designated to carry out the shipment.
3.2
Grimminger Schleiftechnik shall always be entitled to make partial deliveries to a reasonable extent.
3.3
In the case of delivery abroad, all additional costs incurred, in particular customs costs, fees for postage documents, import sales tax, etc., shall be borne by the customer, even if free delivery has been agreed. This also applies to additional transportation costs from the border. In the case of call-off delivery contracts, unless otherwise agreed, binding quantities must be notified to us in writing at least two months before the delivery date. Any additional costs incurred due to a delayed call-off or subsequent changes shall be borne by our customers. Guaranteed delivery dates shall become invalid in the event of late call-off.
If Grimminger Schleiftechnik supplies prototypes or test samples, Grimminger Schleiftechnik shall remain the owner of all industrial property rights to the delivery items. The transfer to third parties is excluded. Use is only permitted for test purposes, warranty is excluded. Grimminger Schleiftechnik shall also remain the owner of the items. The delivery items must be returned if a series supply contract is not concluded.
4. delivery period
4.1
Delivery periods defined according to time intervals begin at the earliest when we send our order confirmation. The delivery date is met when the product leaves the Grimminger Schleiftechnik factory. Grimminger Schleiftechnik will only be in default without a reminder if a binding delivery date promised in writing on a specific calendar day is exceeded. In this case, the customer must grant a reasonable grace period of at least 4 weeks. Events of force majeure, unforeseeable circumstances and other unforeseeable disruptions to the business operations of Grimminger Schleiftechnik or its suppliers, which cannot be avoided by Grimminger Schleiftechnik or its suppliers despite reasonable care given the circumstances of the case, postpone the delivery dates by a reasonable period of time. In these cases, Grimminger Schleiftechnik is released from its obligation to perform if delivery is not possible within a reasonable grace period. If Grimminger Schleiftechnik has concluded a corresponding hedging transaction with its upstream supplier to fulfill the purchase contract, Grimminger Schleiftechnik does not need to deliver if the upstream supplier cannot deliver. Grimminger Schleiftechnik must inform the customer immediately about these circumstances and, if necessary, refund any fees paid immediately.
4.2
Grimminger Schleiftechnik can refuse delivery if, after conclusion of the contract, facts become known which make the customer's consideration appear to be at risk due to the customer's lack of performance and/or creditworthiness. In this case, delivery will only take place if the customer makes advance payments or provides appropriate security. In this case, Grimminger Schleiftechnik is also entitled to make claims that are not due immediately due. Grimminger Schleiftechnik is entitled to set the customer a reasonable deadline for advance payment or to provide security and to withdraw from the contract after the deadline has expired. Setting a deadline is unnecessary if the customer has fraudulently or negligently concealed the facts that were already known when the contract was concluded or were negligently not known to him.
4.3
If a customer fails to meet an agreed or necessary obligation to cooperate, such as the delivery of materials, preliminary products, documents or technical information, in good time, all agreed delivery dates shall become invalid. Furthermore, the customer shall be liable for any additional costs incurred.
5. information provided by the customer
The customer shall be liable for the correctness and timeliness of the information provided by him and other information for the preparation of the offer. All additional costs incurred due to incorrect or delayed information shall be borne by the customer.
6 Retention of title and withdrawal from the contract
All deliveries by Grimminger Schleiftechnik shall be subject to retention of title. The goods delivered shall remain the property of Grimminger Schleiftechnik until full payment of all goods delivered and claims arising from services already rendered. Grimminger Schleiftechnik undertakes, at the customer's request, to release all securities to the extent that the value of the securities exceeds the claims to be secured by more than 20%. The selection of the securities to be released shall be at the discretion of Grimminger Schleiftechnik.
In the event of the resale of contractual items, the customer hereby assigns his claim with ancillary rights to Grimminger Schleiftechnik by way of security. The customer shall be entitled to collect the assigned claim until revocation, which is possible at any time. As long as the right of ownership of Grimminger Schleiftechnik exists, Grimminger Schleiftechnik shall be entitled to satisfy itself at any time of the proper handling and storage of the goods on site and, if necessary, to collect them after setting a grace period, without this being associated with a withdrawal from the contract.
The customer shall bear all costs of any necessary collection of the goods; this shall also apply to any redelivery.
7. withdrawal from the contract
7.1
If the customer does not accept a duly ordered product or if the customer declares literally or analogously before delivery, also by remaining silent in response to a corresponding written request which contains a corresponding reference to the legal consequences of this paragraph, that he will not accept the goods, Grimminger Schleiftechnik may store the goods at the customer's expense at its premises or in a third-party warehouse or withdraw from the contract without further notice and claim damages in lieu of performance. If the customer is in default of acceptance, he shall pay the storage costs incurred after a delay of more than 14 days.
7.2
In the event of a withdrawal from the contract by Grimminger Schleiftechnik caused by the customer, in particular due to default of payment or in the case of 4.2 or any other unjustified rescission of the contract caused by the customer after delivery and return of delivered goods, Grimminger Schleiftechnik shall be entitled to damages and compensation for expenses.
7.3
Grimminger Schleiftechnik shall be entitled to liquidated damages for non-performance in the amount of 30 % of the net order volume. Grimminger Schleiftechnik shall be reimbursed for expenses incurred as a result of the contract, such as transportation and assembly costs, etc., in the amount incurred in each case. The hourly flat rate per employee shall be EUR 75.00 plus VAT and the flat rate for travel costs shall be EUR 0.90 per km plus VAT. These cost rates also apply in the other cases of these General Terms and Conditions, according to which the customer must bear the costs.
7.4
Grimminger Schleiftechnik shall be at liberty to prove and assert higher damages instead of the flat rates for damages, and the customer shall also be able to demonstrate and prove that Grimminger Schleiftechnik suffered lower damages.
8 Warranty
Grimminger Schleiftechnik warrants that its products are free of defects in accordance with the contractual specifications within a warranty period of one year, calculated from the date of delivery. The customer shall notify Grimminger Schleiftechnik in writing of any complaints due to incomplete or incorrect delivery or complaints due to obvious or normally recognizable defects no later than 14 days after receipt of the products. If the customer fails to give notice of defects in due time or if the products are used or sold by the customer, this shall be deemed as unconditional approval.
Minimal scratches and minor surface damage may occur during the production process of technically complex products, but these are unavoidable due to the production process. These do not constitute a defect as long as they do not impair the functionality of the part.
Warranty claims shall be limited, at the discretion of Grimminger Schleiftechnik, to the rectification of defects or replacement delivery. Before the start of further processing or installation, Grimminger Schleiftechnik must be given the opportunity to sort out and rectify the defect or make a subsequent or replacement delivery. If, despite quality inspection, the defect is only discovered after installation, Grimminger Schleiftechnik shall only be obliged to provide replacement deliveries. Grimminger Schleiftechnik shall not be liable for installation and removal costs and other costs.
Grimminger Schleiftechnik shall only bear the costs of recall actions in the event that Grimminger Schleiftechnik has acted with gross negligence. Should the customer carry out an examination procedure to decide whether a recall action is necessary, the customer shall be obliged to involve Grimminger Schleiftechnik in these procedures. Should it turn out that there is neither a defect nor a design fault or any other defect on the part of Grimminger Schleiftechnik, the customer shall reimburse Grimminger Schleiftechnik for all costs incurred. Further claims of the customer, in particular any form of claims for damages, in particular for consequential damages, shall be excluded with the exception of personal injury, provided that Grimminger Schleiftechnik has acted with gross negligence. In particular, Grimminger Schleiftechnik shall not be liable for damage that has not occurred to the delivery item itself.
In particular, Grimminger Schleiftechnik shall not be liable for loss of profit or other financial losses of the customer. This limitation of liability shall not apply if the cause of damage is based on intent, gross negligence or fraudulent conduct. Should claims for damages then exist, these shall lapse one year after delivery of the goods and, with regard to the amount of damage, shall be limited to the sums insured under the liability insurance taken out by Grimminger Schleiftechnik. The prerequisite for all warranty claims of the customer is that the customer makes all reasonable efforts to rectify the defect, in particular that the defect is notified in a comprehensible manner and immediately after it is detected. When assessing the appropriateness of rectification periods, the difficulties of Grimminger Schleiftechnik with regard to the ability of its suppliers to deliver shall be taken into account.
Grimminger Schleiftechnik shall be entitled to refuse to remedy the defect until the customer has paid a reasonable proportion of the total purchase price, taking into account the existing defect, in particular that of defect-free parts. If the customer notifies Grimminger Schleiftechnik of a defect which is not a defect or for which the customer is responsible, the customer shall be liable to Grimminger Schleiftechnik for the costs incurred as a result, provided that the customer has acted negligently.
The warranty shall lapse altogether if products of Grimminger Schleiftechnik are not used for their intended purpose and/or under exceptional operating conditions or if the goods are otherwise improperly handled or used or incorrectly assembled, as well as in the absence of proper maintenance. The warranty and liability shall also lapse if the products of Grimminger Schleiftechnik are processed or modified. In this case, the customer shall bear the burden of proof that the processing or modification is not the cause of the defects or damage that have occurred. If two attempts at subsequent performance are unsuccessful, the subsequent performance shall be deemed to have failed. The right of withdrawal is excluded if the defect is only minor.
9 Liability
Grimminger Schleiftechnik shall be liable for damages resulting from injury to health, life or body in the event of intent, gross negligence or slight negligence on the part of its legal representatives and/or vicarious agents. Grimminger Schleiftechnik shall only be liable for other damages arising from contractual or non-contractual breach of duty in the event of gross negligence and intent on the part of its legal representatives and/or vicarious agents, unless material contractual or cardinal obligations have been breached. In the event of a breach of material contractual obligations or cardinal obligations, Grimminger Schleiftechnik shall also be liable for slight negligence, but only for damages foreseeable at the time of conclusion of the contract.
Grimminger Schleiftechnik shall not be liable for information or advice unless these are expressly part of the contract. Information and advice in connection with the processing of an order are generally not essential contractual obligations for which liability is limited to gross negligence and foreseeable damage. Should liability exist in accordance with the preceding paragraphs, this shall be limited to the claims covered by Grimminger Schleiftechnik's liability insurance.
Grimminger Schleiftechnik shall not be liable for a reject rate of less than 10%.
10 Confidentiality
The customer is obliged to treat as strictly confidential all proprietary know-how and other proprietary company and product information obtained in connection with the business relationship.
If documents, objects and other information are transmitted or passed on within the scope of the business relationship, these are protected by copyright.
The customers of Grimminger Schleiftechnik guarantee to treat the protected documents, objects and other information as strictly confidential without the written consent of Grimminger Schleiftechnik, neither to copy nor reproduce, pass on or distribute them, neither to reproduce them or make them accessible to third parties in any other way and/or to inform third parties of them in any other way.
Any use of the protected documents, objects and other information without a contractual basis and without the consent of Grimminger Schleiftechnik is also prohibited. The protected items may only be made accessible to groups of persons who must have access to the said documents within the scope of the purpose of the contract and within the scope of the cooperation.
Furthermore, the customer is obliged to keep other information that is marked as confidential or recognizably confidential secret and to use it only within the scope of the purpose of the contract. This obligation shall also apply after termination of the business relationship. All samples, drawings and other documents provided by Grimminger Schleiftechnik, the transfer of which is not part of the purpose of the contract, shall also remain the physical property of Grimminger Schleiftechnik.
11. development results, inventions, industrial property rights:
All deliveries and services of Grimminger Schleiftechnik do not include any transfer of rights of use to the copyrights of Grimminger Schleiftechnik. This applies in particular to delivered drafts, drawings, estimates and other documents.
Grimminger Schleiftechnik shall remain the owner of all rights to any form of product know-how, construction, material composition, design and any form of development results, in particular the rights of use and exploitation of all results of the development work, even if this only concerns product adaptations. The flow of information from the customer to Grimminger Schleiftechnik does not in principle constitute a joint copyright to development results. Only in the event that Grimminger Schleiftechnik is not prepared or not in a position to supply series products in sufficient quantities of competitive quality or technology and at a customary market price, Grimminger Schleiftechnik shall be obliged to grant the customer a simple, but non-transferable license subject to a charge, to manufacture the product itself or have it manufactured in accordance with customary market conditions.
If development results are developed by the customer with the significant cooperation of Grimminger Schleiftechnik or with the supply of indispensable information and if this results in copyrights of the customer and/or joint copyrights or other industrial property rights, also in co-ownership, the customer shall grant Grimminger Schleiftechnik - as far as legally possible - the exclusive, transferable, sublicensable right of use to these development results, unlimited in terms of territory, time and content for all types of use.
12. data protection
12.1
The customer agrees that the data included in the purchase contract may be stored for internal processing and evaluation. He agrees that we may use this data for newsletters.
12.2
Grimminger Schleiftechnik shall be entitled to obtain a credit report on the customer from SCHUFA (Schutzgemeinschaft für allgemeine Kreditsicherung) or another information agency. The customer expressly consents to this.
Grimminger Schleiftechnik and the service providers commissioned by Grimminger Schleiftechnik shall use the data for the processing and handling of inquiries, orders, complaints and for other measures related to the purpose of the contract. In individual cases, it may be necessary for Grimminger Schleiftechnik to transmit the data to its contractual service providers and other subcontractors.
Grimminger Schleiftechnik is also entitled to use the data for marketing measures, advertising and other customer care activities. For the purpose of deciding on the establishment, execution or termination of the contractual relationship, we may retrieve and use creditworthiness data (including probability values determined from the address data) from the information file. Grimminger Schleiftechnik may transmit personal data on due and unpaid and undisputed claims four weeks after receipt of the first (or second) of a total of two written reminders to the credit reference agency, which will also make this data available to other companies for credit checks if there is a legitimate interest.
Further regulations, details and information can be found in the Grimminger Schleiftechnik data protection declaration, which can be found on our homepage www.grimminger-schleiftechnik.de. Of course, you can revoke your permission for the use, processing and forwarding of data for marketing purposes at any time or object to this by sending us a corresponding message. You can do this either by post by sending an informal message to Grimminger Schleiftechnik, Robert-Bosch-Straße 2, 89257 Illertissen or by sending an e-mail to info@grimminger-schleiftechnik.de.
13. termination of the contract
Upon termination of a business relationship, the customer shall be obliged to return all objects, documents and other items which the customer has received from Grimminger Schleiftechnik in connection with the performance of a contract. This applies in particular to samples, drawings, plans and other documents provided. Upon termination of the contract, all rights of use granted by Grimminger Schleiftechnik in connection with the contract to said documents and other copyrightable works shall also end.
14 Auditing
If Grimminger Schleiftechnik is obliged to carry out audits and/or provide information, the limit is always where Grimminger Schleiftechnik-specific know-how and/or internal company data is affected.
15 Spare parts deliveries
Grimminger Schleiftechnik shall be obliged to supply spare parts, but only insofar as Grimminger Schleiftechnik is in a position to do so and at normal market conditions.
16 Place of jurisdiction and place of performance
16.1
This contract shall be governed by non-harmonized German law, namely the German Civil Code (BGB) and the German Commercial Code (HGB). The provisions of the Vienna UN Convention of 11.04.1980 on Contracts for the International Sale of Goods (CISG) shall not apply.
16.2
The place of jurisdiction for legal disputes arising from the contractual relationship is Neu-Ulm. Grimminger Schleiftechnik shall not accept arbitration agreements of the customer in any form.
16.3
If the customer is not domiciled in Germany, or moves his domicile outside Germany after conclusion of the contract, or if his domicile or usual place of residence is not known at the time the action is brought, the place of performance and jurisdiction shall be, at Grimminger Schleiftechnik's option, either the registered office of Grimminger Schleiftechnik or that of the customer.
16.4
Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions.
The invalid clause shall be replaced by a provision that comes as close as possible to the purpose intended by the invalid provision.