Terms and Conditions
General Terms and Conditions of Sale and Delivery of DTS GmbH
- Conclusion of contract
1.1. These Terms and Conditions of Sale and Delivery shall apply to all present and future business transactions between DTS GmbH and its customers relating to the ordering, delivery and payment of tools and products, including any services, even if express reference to these Terms and Conditions is not made in a particular case.
1.2. Our offers are valid for three months and always without obligation. Any contract shall be concluded only upon acknowledgment of an order by us. If we do not send an order acknowledgment, the contract shall be concluded upon handover or delivery of the object of purchase. The vendor reserves ownership of and the copyright to any images, drawings, sketches and other documents. Such documents must not be copied, reproduced or forwarded or disclosed to third parties without the vendor’s consent and shall be returned forthwith on request.
1.3. We shall acknowledge orders in writing. Collateral agreements do not exist.
1.4. For the delivery of special tools, the following deviations from the quantity ordered (delivery of more or less items than ordered) shall be deemed to have been agreed:
Up to 4 items = 1 item
5 to 11 items = 2 items
12 to 30 items = 3 items
More than 30 items = 10%
Deliveries are subject to technical changes and changes of shape, color and/or weight without prior notice, provided such changes do not unreasonably impair the purchaser’s interests.
1.5. For special inserts, the following deviations from the quantity ordered (delivery of more or less items than ordered) shall be deemed to have been agreed:
Up to 9 items = 1 item
10 to 199 items = 10% of the quantity ordered
More than 200 items = 5% of the quantity ordered
2.1. Our prices are quoted ex warehouse Kaiserslautern, excluding packaging, transport costs and insurance, and exclusive of the applicable statutory value-added tax.
2.2. We shall have the right to demand appropriate adjustment of prices should wages or the cost of materials change during the time between conclusion of contract and delivery of the object of purchase.
Should no agreement be reached as to an appropriate adjustment of prices, we may rescind the contract.
3.1. The delivery period shall start only upon clarification of all details regarding design and execution. Adherence to agreed delivery dates shall be subject to fulfillment of the customer’s contractual obligations.
3.2. We shall strive to meet agreed delivery dates. Should, as an exception, we fail to meet a delivery date through a fault of ours, the customer shall have to set a reasonable period of grace.
Upon expiry of the period of grace, the customer may rescind the contract. Further claims by the customer against us based on delay of delivery shall be excluded, unless such delay is caused by intent or gross negligence.
3.3. Any force majeure event shall reasonably extend the time for delivery even if it occurs during delay of delivery.
3.4. We shall have the right to make partial delivery, provided this is acceptable to the purchaser.
- Passing of risk
4.1. The risk shall pass to the purchaser at the time the delivery item leaves our plant. This shall apply also if, as an exception, we bear the shipping costs.
4.2. We shall insure the goods against damage in transit only at the customer’s express request and at its expense.
5.1. Unless otherwise agreed, our invoices shall be paid within 14 days of the invoice date with a 2% discount or within 30 days without deduction.
5.2. Job orders and resharpening orders shall be payable immediately without deduction.
5.3. We shall have the right to charge 12% interest in case of default in payment.
5.4. Any retention or set-off shall be admissible only with respect to claims which are undisputed or have been determined without further legal recourse.
- Reservation of ownership
6.1. We reserve ownership of all items delivered until full settlement of all our claims under the business relationship with the customer, including future claims.
The inclusion of individual receivables into a current account or the striking of a balance and acceptance of such balance shall not void reservation of ownership at any stage.
6.2. The customer may resell the goods in the course of its normal business. However, it assigns to us already now the receivables accruing to it from such resale in the amount of our final amount together with any and all ancillary rights and ranks.
6.3. The purchaser may neither pledge the delivery items nor assign them by way of security. The purchaser shall forthwith inform us of any attachment, seizure or other disposal by a third party.
6.4. In the case of any check/bill of exchange procedure, our reservation of ownership shall at any stage cease to exist only after the purchaser has fulfilled all its payment obligations towards us and third parties.
6.5. Should the purchaser be in arrears with payments through its fault despite the setting of a deadline, we shall be entitled to take possession of the delivery item without this being regarded as rescission of the purchase contract.
- Warranty and liability
7.1. In the event of a justified complaint, we shall make subsequent improvement or substitute delivery. Should this finally fail, the customer may at its option demand abatement of the purchase price or rescission of the purchase contract (cancellation).
7.2. Any costs incurred due to an unjustified complaint shall be borne by the purchaser.
7.3. Other claims, in particular claims for damages, shall be excluded, unless we are liable, as an exception, due to willful act or grossly negligent conduct. This shall not apply where we or our vicarious agents breach any contractual obligation the fulfillment of which is of essential importance to the purchaser. This exclusion of liability shall likewise not apply where we are liable under the German Product Liability Act (Produkthaftungsgesetz) or any claim is made against us based on the non-provision of a warranted characteristic.
- Final provisions
8.1. The place of fulfillment with respect to the mutual legal relationships shall be D-67661 Kaiserslautern.
8.2. However, we shall also be entitled to file a suit at the purchaser’s registered seat.
8.3. The contractual relationship shall be governed by German law, excluding application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
8.4. Should any of the provisions herein, in whole or in part, be invalid or become invalid due to any change of jurisdiction or legislation, this shall not affect the validity of the remain provisions. The parties hereto undertake to agree on substitute provisions coming as close as possible to such invalid provisions.
Version dated June 17, 2014