Scope of application
These Terms of Delivery and Payment apply to all our deliveries of goods, even if these deliveries were made without use or express reference to these terms of delivery and payment. With the order, or at the latest upon receipt of the goods or the service, the Customer acknowledges these General Terms and Conditions of Sale and Delivery. Amendments or side agreements must be confirmed in writing by authorised persons registered in the Company register and apply, unless expressly agreed otherwise (e.g. Framework Agreement), on a case-by-case basis only. Our other employees are not authorised to make amendments or side agreements to these General Terms And Conditions of Sale and Delivery. We expressly object to deviating contractual terms of the Customer. If individual provisions of these General Terms and Conditions of Sale and Delivery are invalid, the validity of the remaining provisions, and the contracts concluded on their basis, shall not be affected thereby. Instead of the invalid provision, the Parties shall agree on a valid provision which comes as close as possible in meaning and purpose of the invalid one.
All our offers are subject to confirmation. Orders of the Customer shall constitute an offer in the legal sense. The contract is concluded only through our written order confirmation, transmitted by telefax or e-mail, or delivery. We are entitled to accept order even in part only or to reject the order without stating any reasons.
Our prices are free ex our warehouse and subject to change without notice and exclusive of VAT and any ancillary services. The price according to the price list in effect on the day of delivery shall be charged. In the case or repair orders, the work required to identify defects (cost quote) shall also be remunerated, even if no repair order is placed. If no order is placed within one month after the generation of a cost quote, the device is returned without repairs in a dismantled state to the Customer, and the work shall be charged.
Time of delivery
Delivery times shall be complied with to the best of our ability, yet not binding. Delays shall only entitle the Customer to assert their statutory rights if we fail to make delivery despite setting a written notice period of at least two weeks. Circumstances beyond the Parties' control, e.g. administrative interventions, delays in the upstream supply chain and labour conflicts shall extend the delivery term for the duration of the obstruction. The same applies to commitments regarding the completion of repairs.
Our invoices are payable without deduction within 14 days of the invoice date. We shall be entitled, however, to make deliveries at our sole discretion COD or against advance payment. Early-payment discounts may be deducted only subject to a separate written agreement. Bills of exchange and checks shall not be deemed to be payment and accepted only subject to reserve. In this case, no early-payment discounts shall apply even if so agreed by separate terms. The Customer may only offset or assert a right of retention on the basis of undisputed or legally established claims.
Default of payment
If payments are not made within the agreed time, we shall be entitled to charge default interest at the statutory rate. Furthermore, in the event of a default of payment, the Customer undertakes to reimburse the costs we have incurred by reason of the extrajudicial collection of the outstanding payment. Regardless of the payment instructions of the Customer, incoming payments can be credited to the oldest delivery. In the event of default of payment by the Customer, we shall be entitled, without prejudice to any other rights, to collect all open invoices and to retain our deliveries until provision of the agreed consideration and subject to the open delivery term, or shall be entitled to cancel the contract after expiry of a reasonable period of grace and charge damages for non-performance.
Goods are shipped at the expense and risk of the Customer. Call-of deliveries shall be due at the latest one year after the date or order, and will then be delivered by us. In the absence of specific instructions of the Customer, delivery shall be made at our discretion and without a guarantee for the choice of the fastest and cheapest mode of shipping. Packaging material shall not be returned.
We warrant and guarantee that the equipment delivered is free from defects in material or workmanship. This guarantee and warranty shall apply subject to the condition that the equipment is properly used and handled, maintained and cleaned in accordance with the JUWEL - SCHRAUBTECHNIK GmbH operating manual, and that its technical integrity is maintained - in other words, that only JUWEL - SCHRAUBTECHNIK GmbH consumables, accessories or spare parts or, in the case of JUWEL - SCHRAUBTECHNIK GmbH torque wrenches, also other products of equivalent quality, are used for the equipment. Claims based on the guarantee and/or warranty must be asserted within 12 months as of the date of purchase (invoice date) irrespective of their legal basis. In the case of delivery of substitute goods or improvements, this time-limit shall begin to run anew only in regard to the replaced or improved parts. Our warranty and guarantee comprises, at our option, free repair or free replacement of the defective parts. Parts subject to normal wear are not covered by the warranty and guarantee.
Further claims are excluded irrespective of their legal basis. In particular, we shall not be liable for any losses or expenses in connection with the use or impossibility of use for any purpose, unless we are proven to have acted with intent or gross negligence. Implied warranties for the use or suitability for a specific purpose are expressly excluded.
Any claim based on guarantee and warranty shall be forfeited if the present General Terms and Conditions are not complied with, likewise in the case of repairs by the Customer or in external workshops. A claim based on guarantee and warranty shall be asserted without undue delay after detection of the defect, and the equipment and/or the affected parts shall be shipped without undue delay at the expense of the Customer to the responsible JUWEL representation for repair and/or replacement.
These provisions govern all guarantee and warranty obligations on the part of JUWEL - SCHRAUBTECHNIK GmbH and supersede all prior declarations and all written or oral agreements regarding guarantees and warranties.
The Customer shall be solely responsible for the selection and application of the delivered goods. Any advice on an application shall only be binding if confirmed in writing by us.
Claims for damages asserted by the Customer, shall be excluded irrespective of their legal basis, and in particular based on default or impossibility of performance, other breaches of contractual obligations, claims for consequential damage, for defects or based on tort, unless they are based on intent or gross negligence on our part. The Customer must provide proof of such intent or gross negligence. The instructions for use provided by us in connection with the delivered goods must be observed without fail. Failure to abide by these instructions or the failure to comply with regulatory approval requirements shall exclude any liability on our part.
Retention of title
All our deliveries are subject to retention of title. The Customer is not entitled to sell the goods delivered by us to third parties.
The Customer shall grant us access to their facilities at any time to inspect the goods delivered subject to retention of title. If the Customer is in arrears with payment obligations, if bankruptcy proceedings are filed or commenced in regard to their assets, or if the Customer is in breach of other contractual duties, we shall be entitled, at our discretion and subject to continuing the contract, to demand the return of the goods delivered subject to reservation of title, to collect them and to enter the premises of the Customer to this end.
Place of performance/jurisdiction
The place of performance and the place of jurisdiction for mutual claims is Wissen/Sieg. The Parties agree that the place of jurisdiction for all disputes arising directly or indirectly from the contract shall be the German court that has local and substantive jurisdiction for our registered office (57537 Wissen/Sieg). However, we are also entitled to file a claim at any other court of competent jurisdiction for the Customer.
JUWEL - SCHRAUBTECHNIK Ges.m.b.H.- Ernst Berger and Sons