Terms of delivery and payment B2B

Terms of delivery and payment of KEMMLER Präzisionswerkzeuge GmbH

(Status 01.02.2024)

These terms and conditions of sale apply to merchants, legal entities under public law and special funds under public law. Our deliveries and services are provided exclusively on the basis of the following terms and conditions. Any deviating terms and conditions of purchase of the customer that are not expressly recognised by us shall not become part of the contract, even if the order is accepted.

1. offer and conclusion of contract
Our supply contracts are based on the latest version of our catalogue. Orders shall not be deemed to have been accepted until they have been confirmed by us in writing. If you do not receive a separate confirmation for stock deliveries for organisational reasons, the invoice shall also be deemed to be the order confirmation. Dimensions and weights as well as illustrations, drawings and files are non-binding and can be changed by us at any time. Deviations cannot be excluded.

2. Prices
Prices are quoted in euros ex works, excluding VAT, packaging, freight, postage and insurance. Unless otherwise agreed, our list prices on the day of delivery shall apply.

3. delivery time
Delivery times are stated to the best of our knowledge, but without guarantee. Agreed delivery periods commence on the day of our acceptance of the order and refer to completion at the factory.

4. transfer of risk
The risk is transferred to you when the delivery item is handed over to the person, company or organisation designated to carry out the delivery. This also applies to partial deliveries or if we have assumed the shipping costs or delivery or installation. The risk shall also pass to you if you are in default of acceptance.

5. despatch
The goods are delivered ex works. Dispatch shall be at your expense and risk, the latter also in the case of delivery by deadline, FOB or CIF delivery. In the absence of specific instructions for dispatch, we shall carry out the same at our best discretion, but without assuming any obligation for the most favourable or most expedient shipment. You agree that your order can also be delivered in instalments, insofar as this is reasonable for you.

6. Retention of title
The delivered goods shall remain our property until all claims have been paid in full or until the cheques given for them have been cashed. The inclusion of individual claims in a current account and the striking of a balance and its recognition shall not affect the retention of title. You are authorised to resell the reserved goods in the normal course of business. However, you are not permitted to pledge or transfer ownership by way of security. You hereby assign your claim from the resale of the reserved goods to us. You are entitled to collect the claim as long as you fulfil your obligations to us. At our request, you are obliged to specify the third-party debtors and we are entitled to notify you of this and the assignment.

7. Right of cancellation in the event of late payment and insolvency
If you do not pay for the goods after the due date for payment, we shall be entitled to withdraw from the contract and demand the return of the goods already handed over after a reasonable deadline set by us has expired to no avail. § Section 323 BGB shall otherwise remain unaffected. An application for the opening of insolvency proceedings shall entitle us to withdraw from the contract before the insolvency court orders security measures and to demand the immediate return of the delivery item.

8. packaging
The packaging complies with the packaging regulations (WO). We charge for disposable packaging at cost price. The packaging cannot be taken back.

9. payment
Our invoices are payable net and free of charge within 10 days of the invoice date. If payment is overdue, we shall be entitled to charge interest on arrears at the rate charged by the bank for overdraft facilities, but at least 8 percentage points above the respective base rate of the European Central Bank. In the event of default in payment, we may, following written notification to you, suspend fulfilment of our obligations until payment is received.

10. prohibition of set-off
You may only offset against legally established or undisputed counterclaims.

11. Warranty and liability
(1) In the event of a material defect, you are initially limited to claiming subsequent fulfilment, whereby we reserve the right to choose the type of subsequent fulfilment. If the subsequent fulfilment fails, you have the right to reduce the price or, at your discretion, to withdraw from the contract.
(2) We are entitled to refuse subsequent fulfilment if it involves disproportionate costs for us. Instead of supplementary performance, you may then demand a reduction in the agreed price or cancellation of the contract.
(3) We shall be liable in accordance with the statutory provisions if you assert claims for damages based on intent or gross negligence on our part, on the part of our representatives or vicarious agents. Insofar as there is no wilful breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(4) We shall be liable in accordance with the statutory provisions if we, our representatives or vicarious agents culpably breach a material contractual obligation; in this case too, however, liability for damages shall be limited to the foreseeable, typically occurring damage. Essential contractual obligations are those which arise from the nature of the respective contract and the breach of which jeopardises the achievement of the purpose of the contract.
(5) Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(6) Unless otherwise stipulated above, liability is excluded.

12. Difficulty or impossibility of performance
If we are prevented from fulfilling our obligation due to the occurrence of unforeseeable circumstances which we could not avert despite reasonable care in the circumstances of the case, e.g. operational disruption, delay in the delivery of essential raw materials, the delivery period shall be extended to a reasonable extent if the delivery or service does not become impossible.

13. customised products
Require binding details of design, quantity etc. in writing when ordering. For production-related reasons, we reserve the right to over- or under-deliver the ordered quantity by up to 10 %. Technical changes or cancellations are only possible against payment of the costs incurred.

14. Sample shipments / returns
Samples will be invoiced. The return of goods is only possible by agreement. Customised products are excluded from return. For returns for which the customer is responsible (e.g. incorrect order), we charge an administration fee of 10%, but at least EUR 15.

15. Place of fulfilment, place of jurisdiction, applicable law
The place of fulfilment for all obligations arising from the contractual relationship is Mössingen. Mössingen is also the place of jurisdiction for all disputes if you are a merchant, a legal entity under public law or a special fund under public law. However, we are in any case entitled to sue you at your place of business. The law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.