Conditions of Use

1. General

• 1A) The following general terms and conditions of delivery and payment (GTC) shall apply exclusively to all our deliveries, including consultancy and other ancillary services, provided that the customer is an entrepreneur, a legal entity under public law or a public special fund. The conditions of the customer are hereby contradicted.
• 1B) Agreements, in particular as far as they modify these conditions, require our written confirmation in order to be effective. We reserve the right to comply with this requirement for written form only by means of a written declaration.
• 1C) We assume no guarantee and no risk of procurement for the deliveries owed by us. All obligations on our part are subject to proper self-sufficiency. Our offer documents, such as illustrations, drawings, weight and measurements, shall be regarded as approximate, unless we have expressly designated them as binding in writing.
• 1D) Subject to clause I.5. All our documents, in particular our brochures, catalogs, price lists, cost estimates, illustrations, drawings and calculations, remain our property. The documents may neither be copied nor made accessible to third parties without our written consent. Should the customer violate this provision, we can demand a lump sum compensation in the amount of 5% of the possible contract sum. The possibility of asserting a further damage remains unaffected. The customer is allowed to prove that we have suffered no or a significantly lower loss than the lump sum.
• 1E) The Purchaser must ensure that our product information (e.g., instructions for use, maintenance and maintenance) are sent to the respective addressees (e.g., end users). The documents required for this purpose are provided to the purchaser at the written request, unless already provided by us.
• 1F) At the request of the customer, samples are calculated separately. We are not obliged to take back.
• 1G) All proprietary rights, in particular patent and copyrights, as well as the associated rights of use, remain with us.
• 1H) A transfer of the rights of the customer from contracts concluded with us is only permissible if we have previously agreed to this in writing.

2) Prices, payments, collateral

• 2A) Our prices are in EURO ex works including shipment at the factory exclusive packaging, which is calculated separately and not taken back. Added to this is the statutory value-added tax.
• 2B) If there are significant changes in cost factors, in particular wages, material prices or freight costs, we can adjust agreed prices to an appropriate extent according to the influence of the changed cost factors. If the delivery is not made on the agreed date or not within the agreed time for reasons for which the customer is responsible, and if more than 4 months have elapsed since the conclusion of the contract, we are entitled to charge our then valid list prices.
• 2 (c) Our claims shall be payable without deduction in cash free of our Paying Agent (i) to 1/3 upon receipt of the order confirmation, (ii) to 1/3 as soon as the Purchaser is informed that the main parts are ready for dispatch and (iii) Balance remaining within a further month; The value-added tax due at each rate shall be payable.
• 2D) In ​​the event of a delay in payment or in the event of a threat to our claims due to a deterioration in the customer's creditworthiness, we can demand all our claims irrespective of the maturity of any bills of exchange and / or require collateral. Furthermore, we are entitled to carry out outstanding deliveries only against prepayment or collateral. If the customer refuses advance payments or security payments, we can withdraw from the contract and demand compensation. In addition, we may prohibit the connection, processing, transformation or sale of the goods delivered by us - even if it is already connected, processed or transformed - without withdrawing from the contract. Revoke and return the goods at the expense of the purchaser, without the customer having a right of retention or similar rights. The returned goods will be used by us by private sale and the proceeds less costs incurred will be charged to our claims against the customer.
• 2E) In the event of a delay in payment of the customer even after expiry of an extended deadline set by us not the full compensation of our claims, we are entitled besides our other rights to demand 20% of the order sum as a lump sum compensation instead of the performance. We reserve the right to prove higher damages. The customer is allowed to prove that we have suffered no or a significantly lower loss than the lump sum.
• 2F) The customer is only entitled to a right of retention and a right of set-off if the counterclaims are undisputed or legally established.
• 2G) Bills of exchange and checks are accepted by us only on written agreement and only for payment. Discount charges and all other costs arising from the taking-in or redemption of the bill of exchange or check shall be borne by the Purchaser.

3) Delivery time

• 3A) An agreed delivery time (delivery dates or delivery periods) shall be regarded as approximate and shall only be valid if all details of the order are clarified in time and all obligations of the customer are met in good time (in particular if the agreed down payment is received in good time). Delivery periods refer to the date of dispatch of the order confirmation. Delivery times are deemed to have been adhered to if the delivery leaves the factory within the delivery time or - if the goods can not be dispatched in time without our fault - we indicate the readiness for dispatch to the purchaser.
• 3B) Should we be prevented from fulfilling our obligations in due time for reasons beyond our control, the delivery period shall be extended by the duration of the hindrance as well as an appropriate start-up time. In addition to cases of force majeure, strikes and lockouts, as well as non-faulty delivery by our suppliers, which are not indebted to us, are regarded as events which we are not responsible for in the above sense. In such cases, we may, in whole or in part, withdraw from the contract with regard to the part not yet fulfilled. In such cases, the Purchaser shall be entitled to rescind the contract in the event of fruitless expiration of a reasonable additional deadline set in writing, if the acceptance of the goods is unreasonable.
• 3C) In the event that we are in default, the customer may withdraw from the contract after a fruitless expiry of a reasonable period of grace set by him. An additional period of grace extended by us shall be extended by the time in which we are prevented from performing the service for reasons for which we are not responsible, within the meaning of sentence 2 of paragraph 2 above.
• 3D) In ​​case of default of acceptance of the customer, we are entitled to charge the costs incurred by the storage - at least however 0.5% of the invoice amount for each month of storage. The customer is allowed to prove that we have not incurred any or much lower storage costs than the lump sum. Our further rights under the law (in particular due to default of acceptance) remain unaffected

4) Delivery, dispatch, transfer of risk

• 4A) We are entitled to partial deliveries as well as to a reasonable extent to production-related additional or short deliveries.
• 4B) The dispatch of the goods takes place at the expense of the customer. The shipping route, freight forwarder and freight carrier, transport and protection means as well as the packaging of the goods are left to our discretion. We accept no responsibility for the cheapest or fastest shipping method. Insurances against theft, breakage, transport, fire and water damage as well as other insurable risks are only concluded by us at the explicit request and at the expense of the customer.
• 4C) Upon transfer of the goods to the freight forwarder or freight carrier, or at the latest upon leaving the factory, the risk passes to the customer. This also applies to partial deliveries or other services (eg shipment, transport and / or installation). If dispatch is delayed as a result of circumstances for which the customer is responsible, the risk shall pass to the customer from the date of dispatch. In this case, however, we shall, at the request and expense of the purchaser, conclude the insurance which the latter wishes.
• 4D) Incoterms 2000 applies to the interpretation of the trade clauses.

5) Retention of title

 

• 5A) The goods delivered remain our property (reserved goods) until all claims - including future claims - are met, in particular also the respective balance claims, which are due to us within the framework of the business relationship. If we enter into obligations or refinance the purchase price against the purchaser or third party, or if such obligations arise, for example due to a change acceptance, guarantee or other direct or indirect assumption of liability by us, the property shall be transferred to the purchaser only if we are held liable for any liability Against the purchaser or third parties.
• 5B) Processing or conversion of the reserved goods shall be made by us as manufacturer within the meaning of § 950 BGB, without obliging us. The processed or transformed product shall be regarded as reserved goods within the meaning of section V.1. In the processing, transformation or connection of the reserved goods with other goods by the purchaser, the co-ownership of the new item is to us in the ratio of the invoice value of the reserved goods to the invoice value of the other used goods. If our property expires by processing, transformation or connection, the customer already transfers to us the rights to ownership of the new stock or of the new item within the scope of the invoice value of the reserved goods. Our co-ownership rights are regarded as reserved goods within the meaning of section V.1.
• 5C) The Purchaser has to keep the reserved goods free of charge and with the diligence of a proper merchant and insure himself against theft, fire, water breakage and other damages at the invoice value at his own expense and to prove this to us on request. If the purchaser does not comply with this, we are entitled to insure the reserved goods at the expense of the customer. At our request at any time, the purchaser shall store and label the reserved goods particularly. The purchaser is obliged to inform us at any time about the possession of the reserved goods still in his possession, the location of their storage and, where applicable, their processing, transformation or connection status. We are entitled to inspect the reserved goods at any time.
• 5D) The purchaser may resell the reserved goods only in the ordinary course of business, his normal business conditions and as long as he is not in default with his payment or other contractual obligations, provided that he has agreed with his customer a retention of title and the receivables from the resale pursuant to The numbers V.5. And V.6. To pass over to us. The Customer shall not be entitled to any other disposal of the reserved goods. The use of the reserved goods for the fulfillment of works and works supply contracts also applies as resale.
• 5E) The claims of the customer from the resale of the goods are already assigned to us now; This applies when the re-sale receivables are placed in a current account for the respective balance claims. The assigned claims serve to the same extent as the reserved goods.
• 5F) If the purchaser sells reserved goods together with other goods, the receivables from the resale or the respective balance claims are now assigned to us in the ratio of the invoice value of the reserved goods to the invoice value of the other goods. In the case of the resale of goods on which we have joint ownership rights pursuant to section V.2. , A portion of the claim corresponding to our co-ownership share shall be assigned to us.
• 5G) The Purchaser shall be entitled to collect claims arising from the resale or balances, unless we revoke the authorization to collect the goods as described in section II.4. Mentioned cases. At our request, the purchaser shall be obligated to notify his customers immediately of the assignment to us and to provide us with the information and documents required for collection.
• 5H) The orderer is not entitled to assign the receivables elsewhere. This also applies to factoring transactions; These are also not permitted by the Purchaser on the basis of the authorization to collect the goods. However, we are willing to accept factoring transactions on a case-by-case basis, provided that the counter-value thereof finally flows into the purchaser and the satisfaction of our claims is not jeopardized.
• 5I) In cases where we have been informed in accordance with section II.4. To prohibit the processing, conversion, connection or resale of the reserved goods, as well as in the case of an infringement by the customer against the obligations pursuant to section V.4., We may also demand the return of the reserved goods at the expense of the purchaser under exclusion of a right of retention. The customer already authorizes us to enter his company and to withdraw the reserved goods. The withdrawal shall not be deemed a withdrawal from the contract.
• 5J) The Purchaser shall notify us immediately of any garnishments and other impairments of the reserved goods and the assigned claims. Provided that the defenses against us or other impairments result in judicial or extrajudicial costs, which we are not reimbursed by third parties because they are economically incapable of doing so, the customer is liable to us for the resulting failure.
• 5K) If the value of the existing collateral exceeds the secured claims by a total of more than 10%, we shall be obliged to release collateral at our discretion if the purchaser so requests.

6) Warranty

• 6A) Warranty claims are excluded for the delivery of used goods. Warranty claims as a result of the delivery of defective new goods shall be determined in accordance with points VI.2 to VI.8.
• 6B) The goods shall be inspected by the purchaser immediately upon delivery. Recognizable (open) defects are to be immediately reported in writing immediately after their occurrence. The Customer shall not be entitled to any claims which are not duly acknowledged.
• 6C) The customer has to store the goods complained properly and to give us an opportunity to inspect the goods. The processing, conversion, connection and disposal of the goods complained of shall be discontinued or omitted immediately. In addition, the Purchaser must immediately provide us with samples of our goods, or at our discretion, upon our request at any time. Costs arising from unjustified complaints shall be borne by the Purchaser. If he breaches the obligations of this clause, all warranty claims are void.
• 6D) Warranty claims can only be asserted if and insofar as the defective product amounts to more than 5% of the total delivery quantity. Defects of a part of the delivery can not lead to the complaint of the whole delivery.
• 6E) If we have to stand for defective goods, we are entitled at our discretion to remove the defect (rectification) or to deliver a defect-free thing (replacement delivery). Replaced parts become our property. We shall only be liable for transport costs insofar as these have not been increased by the fact that the goods have been brought to a place other than the place of performance.
• 6F) After unsuccessful expiry of a reasonable period of grace set by him in writing, the purchaser can withdraw from the contract with regard to the defective goods or demand a reduction of the purchase price if a subsequent improvement or replacement delivery fails. The purchaser shall also be entitled to the same rights without setting a deadline, if rectification and replacement delivery are seriously and definitively refused. Further rights due to defects - in particular contractual or non-contractual claims for damages - are excluded in the extent specified in section VII.
• 6G) Warranty claims expire one year after delivery of the goods, at the latest 13 months after notification of the readiness for dispatch by us.
• 6H) The customer is entitled to the statutory warranty rights without limitation if we have maliciously concealed the defect.
• 6I) The above warranty conditions apply accordingly also to works performed by us, with the proviso that the limitation period according to point VI.7. With acceptance of the performance by the customer begins to run.

7) Liability

• 7A) Subject to the following regulations, we shall only be liable for direct damages, loss of profit, lost savings, indirect and / or consequential damages and expenses incurred by the customer or third parties in connection with the initiation, execution or termination of a contract Agents, officers or simple vicarious agents have caused the damage or expenses caused by an intentional or grossly negligent misconduct, whereby our liability in the case of gross negligence of simple vicarious agents (unlike our legal representatives or senior executives) is equal to the foreseeable (typically Damages or expenses. Our contractual, non - contractual and other liability is excluded, irrespective of the legal basis of the claim for compensation (in particular also due to the violation of obligations arising from a contractual or legal relationship of liability (in particular due to defects and default), and in case of breach of contractual obligations Our legal representatives, senior executives or simple vicarious agents can not be blamed for negligence or simply negligence.
• 7B) The above limitations on liability do not apply to (i) personal injury; (ii) to any producer liability; and (iii) to a breach of essential obligations arising out of the debt relationship; However, in the case referred to in (iii), our liability is limited to the replacement of foreseeable (typically occurring) damages.
• 7C) Should our product information contrary to clause I.5. Not to the respective addressees and due to our goods damages which would have been avoided by observing our product information, the customer has to release us from all claims, which are claimed against us in the context of such damages on whatever legal grounds, To compensate us for any damages already paid by us. Any further liability on the part of the Purchaser shall remain unaffected.

8) Trade fairs and exhibitions

• 8A) As exhibitors at the European Machine Tool Exhibitions (EMO), we are obligated, directly or indirectly (through representatives or dealers), to make the machines produced by us at other public fairs or exhibitions in the countries of Belgium, Great Britain, Denmark, Federal Republic Germany, France, Italy, the Netherlands, Norway, Austria, Portugal, Sweden, Switzerland and Spain. This commitment also extends to models that are a true replica of our machine tools. Except for this ban on exhibitions, only machines of the type 210 and peddimaster (profile steel shears and punching punches, combined), concrete steel shears and reinforcing steel benders, but not single hole punching dies. The customer is therefore prohibited from taking any measures which would lead to the production of machines produced by us contrary to our above obligation.

9) Place of performance, court of jurisdiction, applicable law, salvatory clause

• 9A) Place of delivery is the place of performance. Jurisdiction for all legal disputes, including for bills of exchange, checks and other documents, is our registered office. However, we may also sue the customer at the courts of his general court of jurisdiction.
• 9B) The law of the Federal Republic of Germany, which governs the legal relations between domestic parties, applies exclusively to all legal relations between us and the purchaser.
• 9C) In the case of the invalidity of individual contractual provisions, the remainder remain binding. The ineffective definition of the contract shall be replaced by a provision which is closest to the economic objective pursued by the invalid regulation.

Last update: January 2016

Paul Ferdinand Peddinghaus GmbH 
Haßlinghauser Straße 156 
58285 Gevelsberg/Germany