General Terms and Conditions

1 Scope of application

1.

Our General Terms and Conditions apply to all our business relationships with our customers if the customer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law (Section 310 (1) sentence 1 BGB). We do not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions, even if these have been submitted to us.

2.

By accepting our order confirmations and their deliveries and services, the customer acknowledges the binding nature of our terms and conditions. Otherwise, all agreements, including ancillary agreements, must be made in writing to be effective, insofar as they deviate from our terms and conditions.

2 Offers, conclusion of the contract

1.

The catalog, also on data carriers and any downloads from our website and eShop, as electronic media, and other advertising mailings are non-binding for us. They do not constitute a binding offer for us and we do not assume any procurement risk. We reserve the right to remove or replace products from the range, to change prices and other conditions and to change product characteristics, even during the period of validity of the catalog.

2.

The information, illustrations, drawings, weight or dimensional data or other technical data contained in catalogs, on data carriers, on the website and eShop, in electronic media and other advertising materials, as well as any E, DIN, VDE standards or data referred to, do not constitute guarantees (assurances), but merely represent quality specifications that can be corrected at any time until the contract is concluded. Technical details contained in offers do not constitute guarantees.

3.

We reserve the statutory copyright to catalogs, including on data carriers, the website and eShop and in electronic media, and other sales documents and (except for other advertising mailings) also the ownership; they may not be made available to third parties (except for other advertising mailings). All types of use of the aforementioned documents, in particular drawings, designs and logos contained therein, require our prior consent.

4.

Our offers are subject to change. The customer's order is a binding offer for the customer. We can accept this offer within 14 days of receipt of the order by confirming the order in text form or by sending the ordered goods to the customer within this period.

 3 Prices, terms of payment

1.

If no other written price agreement has been made, the prices quoted are net prices in euros plus the applicable VAT. Unless otherwise stated by us, the prices stated by us in the catalog, offer, eShop of Diamond Tooling Systems DTS GmbH or price lists are valid during the validity of the catalog. However, since the information in the catalog is subject to change, the prices and conditions stated in our latest catalogs and price lists on the day of the order or those stated by us in individual cases shall take precedence. Catalogs and price lists can be viewed in our store or requested from us free of charge.

2.

Within Germany, we deliver free of charge from an order value of € 150 net, including packaging. For small orders under € 150 net, we charge a surcharge of € 8.50 plus the applicable VAT for processing, postage and packaging. For deliveries abroad, the shipping costs incurred by us will be charged to the customer in full, irrespective of the order value.

3.

Unless otherwise agreed in writing, our invoices are due for payment 30 days after the invoice date. We grant a 2% discount for payment within 10 calendar days of the invoice date. Checks and money orders are only accepted by us on account of performance. Payment shall only be deemed to have been made when it has been credited to our account. We do not accept bills of exchange as payment.

4.

From the 31st day after receipt of our invoices, we may charge interest at a rate of 9 percentage points above the base interest rate per annum. In addition, we may claim a lump sum for default costs in the amount of EUR 40 after the occurrence of default in the case of a claim for payment against an entrepreneur in accordance with Section 288 (5) BGB; the lump sum shall be offset against any damages owed insofar as the damage is based on the costs of legal action. In any case, the statutory default interest shall apply to all customers; in the case of commercial customers, the assertion of interest on arrears shall also remain unaffected. In any case, we are entitled to claim proven higher damages.

5.

Cash discount shall not be granted if the customer is in arrears with the payment of earlier deliveries.

6.

The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. The customer shall only have rights of retention for counterclaims arising from the same contractual relationship. Counterclaims of the customer due to defects remain unaffected.

7.

We reserve the right to process orders against cash on delivery or payment in advance if the customer is in default of payment.

8.

In the event of an incorrect order, we may charge 10% of the net price as a return/processing fee, but at least € 10. The customer is entitled to prove that we have incurred less damage as a result.

 4 Delivery time, acceptance of the goods, delay in delivery and acceptance

1.

We may, particularly in the case of larger orders, make partial deliveries to an extent that is reasonable for the customer.

2.

Delivery dates or deadlines that have not been expressly agreed as binding are exclusively non-binding information. Compliance with delivery deadlines is subject to correct and timely delivery to us by our suppliers if we can prove that we have concluded a corresponding covering transaction with our suppliers and furthermore prove that the supplier has not complied with a delivery date agreed with us. We shall inform the customer immediately of any delays that become apparent. In any case, compliance with the delivery time requires the final clarification of all technical details, the timely provision of the information and approvals to be provided by the customer and, if agreed, the receipt of the down payment.

3.

In the case of a fixed-date transaction within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB, we shall be liable in accordance with the statutory provisions. The same applies if the customer is entitled to assert the discontinuation of his interest in the further fulfillment of the contract as a result of a delay in delivery for which we are responsible. In the event of a delay in delivery, the customer may demand compensation for the damage caused by the delay in accordance with § 12. The customer's further statutory claims and rights to which he is entitled in addition to the claim for damages due to a delay in delivery for which we are responsible shall remain unaffected.

4.

If the customer is in default of acceptance, we shall be entitled to demand compensation for the resulting damage and any additional expenses. The same shall apply if the customer culpably breaches its obligations to cooperate. We are entitled to claim such damages as a lump sum in the amount of 0.5% per calendar week, up to a maximum of 10% in the event of final non-acceptance, in each case of the net purchase price and beginning with the delivery deadline or - in the absence of a delivery deadline - with the notification of the delivery deadline.

5 Transfer of risk, shipment

1.

Unless otherwise agreed, the goods shall be sent to the delivery address requested by the customer at the customer's request (sale by dispatch in accordance with § 447 BGB). The risk shall pass to the customer as soon as the goods have been handed over to the forwarding agent, carrier or other person or institution designated to carry out the shipment, even in the case of shipment from a warehouse and in the case of a drop shipment from the warehouse of our supplier. At the customer's request, we will take out transport insurance at the customer's expense.

2.

If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the date of notification of readiness for dispatch.

3.

Delivered items must be accepted by the customer, even if they have minor defects, without prejudice to his rights under § 8.

6 Export regulations, confidentiality

1.

We reserve the right to check export regulations and deliver subject to any necessary official approval (e.g. an export license). We will make every reasonable effort to obtain any necessary official authorization. However, we do not guarantee that we will be granted the required official authorization. The customer undertakes to support us in obtaining such a permit and to provide us with the necessary documents and information within a reasonable period of time.

2. If the official approvals required for the execution of the contract are not granted to us within a reasonable period of time, but at the latest within 12 months of the conclusion of this contract, or if the customer does not provide us with the documents required for the granting of approval even after the expiry of a reasonable grace period, we shall be entitled to withdraw from the contract. If services have already been performed by us at the time of the declaration of withdrawal and at the customer's request, we shall retain a claim to pro rata remuneration.

3.

In the event that the required approval, as described above, is not granted, a claim for damages or reimbursement of expenses is excluded, unless the respective party against whom such a claim is asserted is responsible for the non-granting of the approval. § Section 6 (5) sentence 2 shall apply accordingly in this case.

4.

The customer is responsible for obtaining any necessary import license.

5.

Before exporting the goods supplied directly or indirectly by us, the customer undertakes to carry out all necessary checks (sanctions lists, end use, embargo regulations, etc.) to ensure compliance with national, international and, in particular, US (re-)export control regulations and, if necessary, to obtain the relevant authorizations from the competent authorities at its own expense. The customer shall not be entitled to return goods or claim damages if he is refused an export license by the authorities. The transfer of our goods is generally prohibited if we are aware of the end use in the area of “NBC weapons” and carrier technology.

6.

The customer undertakes to keep secret all confidential information (including export data) of which it becomes aware during or on the occasion of the business relationship, and in particular not to pass this on to unauthorized persons or make it accessible in any other way without prior written consent.

7 Retention of title

1.

We reserve title to the delivered goods until full payment of all our claims arising from the delivery contract and all our claims arising from the existing business relationship with the customer, including costs and interest incurred.

2.

We agree to a resale of the goods delivered under retention of title in the ordinary course of business of the customer until revoked. The goods may neither be pledged by the customer nor assigned to third parties as security. The customer hereby assigns to us in advance any claims of the customer against third parties arising from the resale of the goods subject to retention of title. We hereby accept this assignment. The customer remains authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the customer meets his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with § 7 clause 5. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, we shall also be entitled to revoke the customer's authorization to resell and process the goods subject to retention of title. The customer may also neither pledge these claims nor transfer them by way of security.

3.

As soon as and insofar as the realizable value of the securities existing for us exceeds our claims by more than 10% in total, we shall be obliged to release securities of our choice at the customer's request.

4.

The customer must notify us immediately in writing in the event of seizure or other interventions by third parties and inform the seizing creditor of the existing retention of title. A transfer by way of security and the transfer or pledging of the expectant right is not permitted.

5.

If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and take back the purchased goods. If we take back goods from customers, this shall constitute a withdrawal from the contract and we may sell them by private sale at the best possible price if we have threatened to sell them within a reasonable period of time. We shall offset the proceeds of the sale, less reasonable costs of sale, against the customer's liabilities.

6.

If we are entitled to withdraw from the contract and take back the goods, the customer is obliged to allow one of our employees to take an inventory of the goods subject to retention of title.

7.

As long as the goods are our property, the customer is obliged to treat them with care. If maintenance and inspection work is required, the customer must carry this out regularly at his own expense. In particular, the customer must insure the goods at replacement value against the risks of damage or destruction due to fire, water and theft.

8 Warranty for defects

1.

The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title, unless otherwise specified below. In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier recourse pursuant to Sections 478, 445a, 445b BGB) shall remain unaffected. The following provisions on the warranty for defects shall only apply to newly manufactured goods. Used goods are sold as they are. Insofar as our liability for defects nevertheless exists for used items (e.g. in the case of a separate agreement or in cases in which we have made changes to the used items), the following provisions shall apply accordingly.

2.

The warranty claims of merchants within the meaning of commercial law presuppose that they have fulfilled their inspection and complaint obligations in accordance with § 377 HGB. Non-commercial customers must inspect the delivered goods for material defects, incorrect delivery and quantity errors as soon as possible after their arrival. Non-commercial customers must notify us in text form of obvious material defects, incorrect deliveries and quantity errors within 14 days of receipt of the goods. Dispatch is sufficient for compliance with the deadline.

3.

If the purchased item is defective, we shall be entitled to choose whether to remedy the defect or deliver a defect-free item as subsequent performance. The customer must allow us a reasonable period of time for subsequent performance. The customer shall only be entitled to further statutory warranty rights if subsequent performance by us has failed or has been unjustifiably refused by us or a deadline for subsequent performance has not been met. Our right to refuse subsequent performance exists to the extent permitted by law. We shall bear the expenses necessary for the purpose of inspection and subsequent performance if a defect actually exists. However, if the customer's request to remedy a defect proves to be unjustified, we may demand reimbursement of the costs incurred from the customer.

4.

The customer can only expect a suitability or usability of the goods that goes beyond the suitability for normal use or deviates from it, or a quality that is not usual for goods of the same type, if this results from a corresponding agreement or according to public statements within the meaning of § 434 para. 1 sentence 3 BGB. The basis of our liability for defects is above all the agreement reached on the quality of the goods (e.g. in product descriptions, including those of the manufacturer) which were provided to the customer before the order was placed or were included in the contract in the same way as these GTC. If a quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not. However, we accept no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements). We are available to the customer to provide information and advice on the use of our goods to the best of our knowledge. However, we shall only be liable for information and advice over and above the provisions of Section 3 above if a separate consultancy agreement has been concluded or if a fee in excess of the purchase price of the goods has been agreed for such services.

5.

The statutory limitation period for goods is 1 year.

6.

Insofar as we refer to special warranty regulations and periods of the manufacturer in the catalog, these conditions shall also take precedence in relation to our customers. However, we only accept manufacturer's warranties if this has been expressly agreed with the customer.

7.

If the operating and maintenance instructions enclosed with the delivery item are not followed, changes are made to the products, parts are replaced or consumables are used that do not comply with the original specifications, any warranty shall be void unless these circumstances had no influence on the occurrence of a material defect.

8.

If an item delivered by us has a defect of title, we shall be entitled, at our discretion, to remedy the defect by delivering a replacement item of equal value and suitable for comparable use or to remedy the defect of title by reaching an agreement with an authorized third party.

9.

Claims of the customer for damages or reimbursement of futile expenses shall only exist in accordance with § 12 and are otherwise excluded.

9 Traceability

If the customer passes on the goods delivered by us to third parties, he shall take suitable measures to ensure the traceability of the goods. In particular, the customer shall ensure that in the event of a measure becoming necessary for product liability reasons (e.g. product recall, product warning), the delivered goods can be located and their last purchaser can be reached immediately by such measures. If the customer does not pass on the goods delivered by us to third parties, but uses/consumes them in his business, he shall also ensure that goods still in stock or in use can be found in the event of a necessary measure pursuant to sentence 2.

10 Liability

The supplier shall be liable for damages - for whatever legal reasons - only

- with intent,

- in the event of gross negligence on the part of the owner/the executive bodies or senior employees,

- in the event of culpable injury to life, limb or health,

- in the case of defects which he has fraudulently concealed or the absence of which he has guaranteed,

- in the event of defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.

In the event of culpable breach of essential contractual obligations, i.e. obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely, the supplier shall also be liable for gross negligence of non-executive employees or for slight negligence, in the latter case limited to the reasonably foreseeable damage typical for the contract; this also applies to indirect damage and consequential damage due to defects in the delivered goods. Further claims are excluded.

11 Confidentiality / Data protection

1.

Unless otherwise agreed, the information provided by the customer shall not be deemed confidential.

2.

Personal data is processed by the supplier (Diamond Tooling Systems DTS GmbH) as the controller in accordance with Art. 4 (7) GDPR within the framework of the applicable legal regulations.

12 Place of performance, applicable law and place of jurisdiction

1.

The place of performance for deliveries, payments and the exclusive, also international place of jurisdiction for merchants within the meaning of commercial law, legal entities under public law or special funds under public law for all legal disputes arising directly or indirectly from the contractual relationship shall be our registered office as stated in our offer or declaration of acceptance. The latter shall also apply if the customer has no general place of jurisdiction in Germany or if his place of residence/business or habitual abode is unknown at the time the action is brought.

2.

The law of the Federal Republic of Germany shall apply to the exclusion of the conflict of laws provisions. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.