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Kellereigasse 17 | D-97776 Eußenheim | Fon: +49 (0)9353 - 90 99 652 | Fax: +49 (0)9353 - 90 99 653 | mail(at)sommer-da.com                      

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Sales Conditions

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AVB

General sales conditions of

Sommer Diamant Abrasive GmbH, Kellereigasse 17, 97776 Eußenheim


§ 1 Scope


(1) These General Sales Conditions (GTC) apply to all our business relationships with our customers ("Orderer"). These conditions of sale apply exclusively to entrepreneurs in the sense of § 310 paragraph 1 BGB. Conflicting or differing from our General Terms and Conditions of the customer, we only accept if we expressly agree in writing to the validity.


(2) Unless otherwise agreed, the general terms and conditions in the version valid at the time of the orderer's order or at least in the version last communicated to him in text form also apply to similar future contracts, without us notifying them again in each individual case would.


(3) In individual cases, individual agreements with the customer (including side agreements, supplements and changes) have priority over these GTC. For the content of such agreements, subject to the contrary evidence, a written contract or our written confirmation shall prevail.


§ 2 Offer and contract


(1) Our offers are non-binding. This shall also apply if we have provided the customer with catalogs, technical documentation (eg drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - including in electronic form - in which we own property rights and copyrights Reserved.


(2) The order of the goods by the purchaser is considered a binding contract offer. Unless otherwise stated in the order, we are entitled to accept this contract offer within two weeks of receipt.


(3) The acceptance can be declared either in writing (for example, by order confirmation) or by delivery of the goods to the customer.


§ 3 prices and payment


(1) Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax in the respective valid amount.


(2) Payment of the purchase price must be made exclusively to the following account.


HypoVereinsbank

Bank Code 790 200 76 | Account number 0022895060

IBAN DE17 7902 0076 0022 8950 60

BIC HYVEDEMM455


Unless otherwise agreed, the purchase price must be paid net within 30 days of delivery. The deduction of 2% discount is allowed within 14 days of delivery.


If the customer defaults on payment, the statutory provisions apply (eg default interest of nine percentage points per annum above the respective base interest rate).


In the case of contracts with an agreed delivery period of more than six weeks, both contractual parties may demand a change in the agreed price to the extent that, after the conclusion of the contract, unavoidable changes in price-forming factors occur, eg. B. Cost reductions or increases due to collective bargaining agreements or material price changes. The price change must be limited to the amount required to offset the cost reduction or increase that has occurred. A Contracting Party shall also be entitled to a corresponding price adjustment right if there is an actual delivery time of more than six weeks due to delays which are beyond the control of this Contracting Party.


§ 4 set-off and rights of retention


Offsetting or exercising a right of retention is only permitted on the basis of any claims of the purchaser that are accepted by us, are not disputed, are ready for decision or are legally binding. The purchaser is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.


§ 5 delivery time; Default of acceptance; Self supply reservation


(1) The beginning of the delivery time specified by us presupposes the timely and proper fulfillment of the obligations of the customer. The exception of the unfulfilled contract remains reserved.


(2) If the customer is in default of acceptance or culpably violates other obligations to co-operate, we shall be entitled to demand compensation for any damage incurred, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time when the latter is in default of acceptance or payment.


(3) The correct and timely self-delivery is always reserved.


§ 6 delivery delay


(1) The occurrence of our default in delivery is determined by the statutory provisions. In any case, however, a reminder by the purchaser is required.


(2) If we fall into delay of delivery, then the orderer can request a flat-rate replacement of its delay damage. The lump sum for each completed calendar week of default amounts to 0.5% of the net price (delivery value), but in total not more than 5% of the delivery value of the delayed delivered goods. We reserve the right to prove that the customer has incurred no damage or only a significantly lower damage than the aforementioned lump sum.


(3) The rights of the customer in accordance with § 9 of these GTC and our statutory rights, in particular in the case of an exclusion of the obligation to perform (for example due to impossibility or unreasonableness of the service and / or subsequent performance), remain unaffected.


§ 7 Transfer of risk upon dispatch


If the goods are despatched to the purchaser at the request of the purchaser, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser upon dispatch to the purchaser, at the latest when leaving the factory / warehouse. This applies regardless of whether the shipment of goods from the place of performance or who bears the freight costs.


§ 8 Retention of title


(1) The delivered goods (goods subject to retention of title) remain our property until all claims are met that we now or in the future are entitled to against the customer, including all balance claims from current account. If the customer behaves in breach of contract - especially if he has fallen behind with the payment of a claim for payment - we have the right to take back the goods subject to retention of title after we have set a reasonable deadline for performance. The costs incurred for the return transport costs shall be borne by the purchaser. If we take back the reserved goods, this represents a resignation from the contract. It also represents a withdrawal from the contract, if we seize the reserved goods. We may recycle reserved goods which we have withdrawn. The proceeds of the exploitation will be offset against the amounts owed to us by the purchaser, after we have deducted a reasonable amount for the costs of recovery.


(2) The customer must treat the reserved goods with care. He must insure them adequately at his expense against fire, water and theft damage as new.


(3) The customer may use the reserved goods and resell them in the ordinary course of business, as long as he is not in default of payment. However, he may not pledge the reserved goods or assign them as security. The customer's claims for payment against his customers from a resale of the reserved goods as well as those of the purchaser with respect to the reserved goods, which arise for another legal reason against his customers or third parties (in particular claims from tort and claims for insurance benefits) and including all balance claims from current account For reasons of security, the customer hereby assigns us to the full extent. We accept this assignment.


The customer may collect these claims assigned to us on his behalf in our own name, as long as we do not revoke this authorization. Our right to collect these claims ourselves is not affected by this; however, we will not assert the claims ourselves and will not revoke the direct debit authorization as long as the purchaser duly fulfills his payment obligations.


However, if the purchaser behaves in breach of contract - especially if he has defaulted on the payment of a claim for payment - we can demand that the purchaser notify us of the assigned claims and the respective debtors, notify the respective debtors of the assignment and all of us Handing over the documents and providing all the information we need to assert the claims.


(4) Any processing or transformation of the reserved goods by the customer is always carried out for us. If the reserved goods are processed with other items that we do not own, we acquire co-ownership of the new item in proportion of the value of the reserved goods (final invoice amount including VAT) to the other processed goods at the time of processing. Incidentally, the same applies to the new object created by processing as to the reserved goods.


If the reserved goods are inseparably connected or mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including value added tax) to the other connected or mixed items at the time of combination or mixing. If the reserved goods are combined or mixed in such a way that the item of the customer is to be regarded as the main item, the customer and we are already in agreement that the customer transfers a proportionate co-ownership of this item to us. We accept this transfer.


The resulting sole ownership or co-ownership of a thing, the purchaser will keep for us.


(5) In the case of seizure of the reserved goods by third parties or other interventions by third parties, the purchaser must point out our ownership and must notify us in writing without delay so that we can assert our ownership rights. If the third party is unable to reimburse us for any judicial or extra-judicial costs incurred in this connection, the customer shall be liable for this.


(6) If the customer so requests, we are obliged to release the securities to which we are entitled insofar as their realizable value exceeds the value of our outstanding claims against the customer by more than 10%. However, we may select the securities to be released.


§ 9 Warranty and notice of defects


(1) Warranty rights of the purchaser presuppose that the purchaser has duly fulfilled his duties of examination and notification of defects pursuant to § 377 HG.


(2) Our customers are obliged to inspect all goods delivered by us immediately upon receipt. Noticeable defects, false or short deliveries are to be reported to us within 14 days after arrival of the goods at the place of destination in writing with exact indication of the alleged deficiencies; Otherwise, the goods are considered accepted.


Claims for defects expire 12 months after delivery of the goods delivered by us to our customer. Prior to any return of the goods, our written consent must always be obtained.


Our products are subject to a period of 12 months from the date of delivery. For diamond grinding and polishing agents, which are subject to premature consumption due to their nature and / or the way of use, no liability is accepted.


(3) If, despite all due care, the delivered goods have a defect that was already present at the time of transfer of risk, we will repair the goods, subject to the timely notice of defects, at our discretion or replace the goods. We always have the opportunity to provide supplementary performance within a reasonable period of time.


(4) If the supplementary performance fails, if a reasonable period to be set by the buyer for the subsequent performance has expired unsuccessfully or is dispensable according to the legal provisions, the purchaser can - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration. The customer can not demand compensation for futile expenses. In a minor defect, however, there is no right of withdrawal. Further claims, in particular compensation for consequential damage, are excluded.


(5) Claims for defects are further excluded if our goods have not been stored and handled properly.


(6) Claims for defects do not exist with insignificant deviation from the agreed quality, with only insignificant impairment of the usability, with natural wear or tear as with damages that occur after the transfer of risk as a result of faulty or negligent treatment, excessive stress, unsuitable equipment or due to special external Influences arise that are not required under the contract. If improper modifications are made by the purchaser or third parties, then there are no claims for defects for these and the resulting consequences.


(7) Claims of the purchaser for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us subsequently to a location other than the branch the orderer has been shipped, unless the shipment complies with its intended use.


(8) Claims for recourse of the purchaser against us exist only to the extent that the purchaser has not made any agreements with his purchaser beyond the legally binding claims for defects.


(9) Claims of the purchaser for damages or compensation for futile expenses exist even in case of defects only in accordance with § 10 and are otherwise excluded.


§ 10 Other liability


(1) Insofar as these GTC, including the following provisions, do not stipulate otherwise, we are liable in the event of a breach of contractual and non-contractual obligations in accordance with statutory provisions.


(2) We shall be liable for damages - irrespective of the legal grounds - in the context of fault liability in cases of intent and gross negligence. In the case of ordinary negligence, we are liable only subject to a milder standard of liability according to legal regulations (for example, for care in your own affairs)


a) for damage resulting from injury to life, limb or health.


b) for damages resulting from the material breach of a material contractual obligation (obligation the fulfillment of which makes the proper execution of the contract possible and the compliance with which the contractual partner regularly relies and can rely on); however, in this case, our liability is limited to compensation for foreseeable, typically occurring damage.


(3) The liability limitations resulting from para. 2 also apply to breaches of duty by or for the benefit of persons whose fault we are responsible for under statutory provisions. They do not apply insofar as we fraudulently concealed a defect or assumed a guarantee for the quality of the goods and for claims of the customer under the Product Liability Act.


§ 10 statute of limitations


(1) Notwithstanding Section 438 (1) No. 3 BGB (German Civil Code), the general period of limitation for claims based on material and legal defects is one year from the passing of risk. Insofar as acceptance has been agreed, the period of limitation begins with the acceptance.


(2) The above periods of limitation of the purchase right also apply to contractual and non-contractual claims for damages of the customer, based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would in individual cases to a shorter prescription to lead.


(3) Claims for damages of the purchaser pursuant to § 10 (2) sentence 1 and sentence 2 (a) as well as according to the product liability law shall only become statute-barred after the statutory limitation periods.


§ 11 Miscellaneous


(1) These GTC and the entire legal relationships of the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).


If any provision of this contract should be ineffective, this shall not affect the validity of the rest of the contract. The ineffective provision shall be replaced by the corresponding statutory provision.


(2) If the purchaser is a businessman i.S.d. Commercial Code, legal entity under public law or a special fund under public law, is exclusive - also the international place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship - our place of business in Eußenheim. However, in all cases, we are also entitled to file a claim at the place of performance of the delivery obligation in accordance with these GTC or a priority individual agreement or at the general place of jurisdiction of the customer. Priority laws, especially exclusive jurisdictions, remain unaffected.

GENERAL SALES CONDITIONS OF SOMMER DA GMBH