ToS

§ 1 Scope of application

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

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

§ 2 Offers, conclusion of the contract

The catalogue, also on data carriers and any downloads from our website and eShop, as electronic media, and other advertising mailings are subject to change without notice for us. They do not constitute a binding offer for us and we therefore do not assume any procurement risk. We reserve the right, even during the period of validity of the catalogue, to remove products from the range or to replace them, to change prices and other conditions and to change product characteristics.

The information, illustrations, drawings, weights or dimensions or other technical data contained in catalogues, on data carriers, on the website and eShop, in electronic media and in other advertising mailings as well as E-, DIN-, VDE-standards or data referred to do not constitute guarantees (assurances) but merely quality specifications which may be corrected at any time until the conclusion of the contract. Technical specifications contained in offers only do not constitute guarantees.

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

Our offers are subject to confirmation. 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 customer the ordered goods within this period.

§ 3 Prices, terms of payment

In the absence of a written price agreement to the contrary, the prices quoted are net prices in euros plus the applicable rate of value added tax. Unless otherwise stated by us, the prices stated by us in the catalogue, offer, eShop of Diamond Tooling Systems DTS GmbH or price lists shall be valid during the validity of the catalogue. However, since the information in the catalogue is subject to change, the prices and conditions that are valid on the day of the order in our latest catalogues and price lists or those specified by us in individual cases shall have priority. Catalogues and price lists can be viewed in our showrooms or requested from us free of charge.

Within Germany, we deliver free of charge from an order value of € 150,- net, including packaging. For small orders below € 150,- net, we charge a surcharge of € 8,50 plus the applicable value added tax for processing, postage and packaging. For deliveries abroad, the shipping costs incurred by us will be charged in full to the customer, irrespective of the order value.

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

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

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

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

In the event of default of payment by the customer, we reserve the right to process the order against cash on delivery or cash in advance.

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

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

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

Delivery dates or periods which 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 them and can also prove that they have not met a delivery deadline agreed with us. We shall inform you immediately of any delays that become apparent. In any case, compliance with the delivery time requires the final clarification of all technical details and, if applicable, the timely provision of the information to be communicated and releases to be declared by the customer, and, if agreed, also the receipt of the down payment.

In the case of a transaction for delivery by a fixed date within the meaning of Section 286 (2) No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB), we shall be liable in accordance with the statutory provisions. The same shall apply if, as a result of a delay in delivery for which we are responsible, the customer is entitled to claim that he no longer has an interest in the further performance of the contract. In the event of a delay in delivery, the customer may claim compensation for his 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.

If the customer is in default of acceptance, we shall be entitled to demand compensation for the damage incurred and any additional expenses. The same applies if the customer culpably violates duties to cooperate. We are entitled to demand such compensation as a lump sum in the amount of 0.5 %. We are entitled to demand such damages as a lump sum 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 commencing with the delivery deadline or - in the absence of a delivery deadline - with the notification that the goods are ready for dispatch. The proof of a higher damage and our legal claims (in particular compensation for additional expenses, reasonable compensation, termination) shall remain unaffected; the lump sum shall be set off against further monetary claims. The customer shall be entitled to prove that we have not incurred any damage at all or only significantly less damage than the aforementioned lump sum. The risk of accidental deterioration and accidental loss shall pass to the customer upon the occurrence of default of acceptance or debtor's delay.

§ 5 Transfer of risk, dispatch

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

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

Delivered items shall be accepted by the customer, even if they have insignificant defects, without prejudice to the customer's rights under § 8.

§ 6 Export provisions, secrecy

We reserve the right to examine export regulations and deliver subject to any necessary official authorisation (e.g. an export licence). We shall make all reasonable efforts to obtain any necessary official approval. However, we do not guarantee that we will be granted the necessary official permit. 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.

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

In the event that the required approval, as described above, is not granted, a claim for damages or reimbursement of expenses shall be excluded, unless the respective party against whom such a claim is asserted is responsible for the failure to grant approval. In this case, § 6 section 5 sentence 2 shall apply accordingly.

The customer shall be responsible for obtaining any import permit that may be required.

The customer undertakes to carry out all necessary inspection measures (sanctions lists, end use, embargo provisions, etc.) to ensure compliance with national, international and, in particular, US (re-)export control regulations before exporting the goods supplied by us directly or indirectly and, if necessary, to obtain the relevant permits from the competent authorities himself at his own expense. The customer is not entitled to return goods or to claim damages if an export licence is refused by the authorities. In the event of knowledge of the end use in the field of "ABC weapons" as well as carrier technology, the transfer of our goods is generally prohibited.

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

§ 7 Retention of title

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

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 customer may neither pledge the goods nor assign them 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 authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the customer meets his payment obligations towards us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right pursuant to § 7 item 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. Furthermore, in this case we are entitled to revoke the customer's authority to further sell and process the goods subject to retention of title. The customer may also neither pledge these claims nor transfer them by way of security.

As soon as and insofar as the realisable 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.

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

In the event of conduct by the customer in breach of contract, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and to take back the object of sale. If we take back goods from the customer, this shall constitute a withdrawal from the contract and we may realise them in the best possible way by private sale if we have threatened the sale with a reasonable period of notice. We will set off the proceeds of the sale, less reasonable costs of realisation, against the customer's liabilities.

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

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

§ 8 Warranty for defects

The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title, unless otherwise stipulated below. In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier's recourse pursuant to §§ 478, 445a, 445b BGB) shall remain unaffected. The following provisions on warranty for defects apply only 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.

The warranty claims of merchants within the meaning of commercial law presuppose that they have complied with their obligations to examine the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). Non-merchant customers must inspect the delivered goods for material defects, incorrect delivery and quantity errors as soon as possible after their arrival. Non-merchant customers must notify us in text form of obvious material defects, incorrect deliveries and quantity errors within 14 days of the arrival of the goods. Dispatch shall be sufficient for compliance with the deadline.

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

The customer can only expect a suitability or usability of the goods which goes beyond or deviates from the suitability for normal use, or a quality which is not usual for goods of the same type, if this results from a corresponding agreement or from 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 prior to the order or were included in the contract in the same way as these GTC. Insofar as a quality has not been agreed, it is to be assessed according to the statutory regulation whether a defect exists or not. However, we do not accept any liability for public statements made by the manufacturer or other third parties (e.g. advertising statements). We are available to the customer to the best of our knowledge to provide information and advice on the use of our goods. However, we shall only be liable for information and advice over and above the provisions of the above section 3 if a separate consultancy agreement has been concluded or if a fee exceeding the purchase price of the goods has been agreed for such services.

The statutory limitation period for goods of 1 year shall apply.

Insofar as we refer to special warranty regulations and periods of the manufacturers in the catalogue, these conditions shall also apply with priority in the relationship with our customers. However, we shall only assume manufacturers' warranties if this has been expressly agreed with the customer.

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 correspond to the original specifications, any warranty shall lapse insofar as these circumstances were not without influence on the occurrence of a material defect.

Should an item delivered by us be defective in 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 in title by reaching an agreement with an authorised third party.

Claims of the customer for damages or reimbursement of futile expenses exist only 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 ensure the traceability of the goods by taking suitable measures. In particular, he shall ensure that, in the event of measures becoming necessary for reasons of product liability law (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 only be liable for damage - on whatever legal grounds - in the following cases

- in case of intent,

- in the event of gross negligence on the part of the owner/the organs or executive 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 case 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 material contractual obligations, i.e. obligations the fulfilment of which is a prerequisite for the proper performance of the contract and the observance of which the contractual partner regularly relies on and may rely on, the Supplier shall also be liable in the event of gross negligence on the part of non-executive employees or in the event of slight negligence, in the latter case limited to the reasonably foreseeable damage typical for the contract; this shall also apply to indirect damage and consequential damage due to defects in the delivered goods. Further claims are excluded.

§ 11 Secrecy / Data protection

Unless otherwise agreed, information submitted by the customer shall not be considered confidential.

Personal data shall be processed within the framework of the applicable legal provisions by the supplier (Diamond Tooling Systems DTS GmbH) as the person responsible in accordance with Art. 4 Para. 7 DS-GVO.

§ 12 Place of performance, applicable law and place of jurisdiction

The place of performance for deliveries, payments and the exclusive place of jurisdiction, including international 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 place of business as stated in our offer or acceptance declaration. The latter shall also apply if the customer does not have a general place of jurisdiction in Germany or his place of residence/business or habitual abode is not known at the time the action is brought.

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.