GENERAL TERMS & CONDITIONS OF BUSINESS OF KARNASCH PROFESSIONAL TOOLS GMBH FOR TRANSACTING WITH ENTREPRENEURS (B2B) – SALES CONTRACT Section 1 – Scope of validity (1) These General Terms & Conditions of Business (“GTCB”) of Karnasch Professional Tools GmbH, Theodor-Heuss-Anlage 12, D-68165 Mannheim apply to all orders which entrepreneurs place in our online shop or from our catalogues, save they have been amended by written agreements (notably delivery-on-call agreements) between the Contract Parties. Divergent or contrary provisions shall not be recognised by us in the absence of our express written consent thereto. (2) Amendments to these GTCB shall be communicated to you in writing, by fax or e-mail. Your failure to object to said amendments within 4 (four) weeks of receiving notification thereof shall be construed as your tacit acceptance thereof. The right of objection and the legal consequences of silence shall be indicated to you again in the case of an amendment of the GTCB. Section 2 – Registration as a user for placing orders in the online shop (1) Your registration as a business customer in our trading system is free of charge. An entitlement to registration in our trading system does not exist. Eligible for registration are exclusively entrepreneurs with unlimited legal capacity within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch, BGB). Upon our request, you shall send us a copy of your identity card, an alternative official identification document or a confirmation of your capacity as an entrepreneur. To register, you should complete electronically the application form on our website and send this to us by e-mail. The registration data you provide us must be complete and truthful. To register, you must choose a personal user name (e-mail address) and password. The user name may violate neither third-party, nor any other name or brand, rights, nor moral principles. You shall maintain the confidentiality of the password and under no circumstances disclose it to third parties. (2) Besides your declaration of consent to the applicability of these General Terms & Conditions of Business, your registration does not engender any other obligations whatsoever. You may delete your entry at any time under “My user account”. Your registration with our website, alone, engenders no undertaking to purchase any merchandise we offer. (3) Should your personal details change, you, yourself shall be responsible for updating these. All changes can be made online, after signing on, under “My user account”. Section 3 – Data privacy (1) All of the personal data you impart to us (e.g. salutation, name, address, date of birth, e-mail address, telephone number, fax number, bank connection, credit card number) are collected, processed and stored by us exclusively in compliance with the provisions of Germany’s data privacy laws. (2) Any intended collection, processing or storage of personal data extending beyond that permitted by statute shall occur exclusively subject to separate provision of your express consent. (3) Customers can find further information on data privacy in the Data Privacy Declaration in the online shop. Section 4 – Conclusion of contract (1) The presentation of merchandise in the online shop or in our catalogues does not constitute a binding offer on our part. Only your placement of an order for merchandise engenders a binding offer under Section 145 BGB. Upon our acceptance of said offer, we shall send you an order confirmation within 5 (five) workdays. (2) We will only provide a guarantee subject to a separate guarantee declaration which has been expressly deignated as such. Section 5 – Delivery-on-call and framework agreements (1) In the case of a delivery-on-call agreement, a framework agreement, as well as individual agreements for each requisition, shall be entered into. All framework agreements have a maximum contractual period of 12 (twelve) months. (2) Upon your request therefor, we shall send you a non-binding offer in the form of a framework agreement. Framework agreements and individual agreements shall only be deemed accepted by us and effective following an order confirmation. Section 6 – Prices (1) All prices are quoted in euros (EUR). The prices are net and subject additionally to the prevailing rate of statutory value added tax (VAT). (2) Prices are quoted ex works, and do not include the cost of packaging and transportation. (3) A fifty (50) percent prepayment is payable for the production of special tools. The same applies to the conclusion of delivery-on-call agreements. (4) All quoted prices apply to the specifications and dimensions described or shown in the online shop or in our catalogue. Any orders that you place with deviating specifications and / or dimensions shall engender a price reassessment without our express prior notification thereof. (5) Special offers shall only honoured up to and including the 14th day starting from the date of publication, save alternative arrangements are provided for in the offer concerned. (6) For orders requisitioned on a delivery-on-call basis (Section 5), the prices quoted in the framework agreement shall apply. If, in the event of a framework agreement or long-term contract (contract which has no specific end-date or runs for a period exceeding twelve (12) months), substantial changes occur in wage, material or energy costs, either Contract Party shall be entitled to demand a reasonable adjustment of the prices to accommodate the new circumstances. Section 7 – Terms of payment, offsetting (1) Merchandise is paid for on account, by cash on delivery (COD) or against prepayment. (2) Deliveries shall be paid for within 30 (thirty) days of the invoice date in cash, without any deduction, save when special arrangements between the Contract Parties have been provided for, which we have confirmed in writing in the order confirmation. (3) Contrary to Clause (2), repair and sharpening orders are payable immediately upon receipt of the invoice, without any deduction. (4) If your legal entity is located outside EU (European Union), the following rule applies: All bank charges incurred in connection with payment shall be borne by you. We shall be entitled to invoice you for any such fees we sustain. (5) We shall be entitled to charge interest in accordance with Section 288 (2) BGB for overdue payments. (6) If an agreement on instalment payments has been concluded, and more than 2 (two) instalments are overdue, the total outstanding amount shall fall due. The same applies, should we gain knowledge of circumstances that would appear to jeopardise the safety of our claim. (7) Invoices may be sent to the customer by regular mail or electronically. (8) You will be only entitled to offset rights if your counterclaims have been legally established, are indisputable or have been recognized by us. Defects in delivery shall not impair the counter-rights of the customer. Section 8 – Terms of delivery (1) Merchandise shall be delivered in accordance with our mutually reached agreements. Delivery times and deadlines shall only be binding subject to our written confirmation thereof. (2) In the event of an abortive delivery of goods, or a delivery that is not contractually accordant, you shall set us a follow-up deadline for us to discharge our obligations. By failing to do so, you shall surrender your entitlement to withdraw from contract. (3) For orders within Germany with a net value of EUR 1,000.00 and above, we shall deliver free of freight charges to the recipient’s railway station. (4) For orders outside Germany, the cost of postage, packaging, custom duties and insurance shall be additionally charged. Other costs shall also be borne by you, save these have been expressly provided for by separate agreement. (5) Incurred shipping costs shall be itemised separately on the invoice. (6) The minimum order value is EUR 50.00 net. (7) For tools that are sensitive to cold or susceptible to breakage, as well as for custom-made orders, we reserve the right, without special agreement, to over- or under-deliver by up to 10 (ten) percent of the ordered quantity. The delivered quantity shall be invoiced. (8) Upon occurrence, and for the duration, of force majeure, the contractual rights and undertakings of the Contract Parties shall be suspended. The affected Contract Party shall inform the respective other Contract Party forthwith of the occurrence, cause of delay and, subsequently, the end of the force majeure. If the force majeure continues uninterrupted for a period of at least 6 (six) months, both Contract Parties shall reach an agreement on the future implementation of their contract. If an agreement cannot be reached, the intended court of arbitration shall decide. Section 9 – Passage of risk, formal acceptance (1) The risk passes to the order party when the deliverable leaves the factory or place of dispatch, also if partial deliveries are involved or the supplier has undertaken to render additional services such as installation of the deliverable. If formal acceptance is required, this shall be decisive for the passage of risk. Acceptance shall be conducted immediately per the agreed acceptance date or, alternatively, upon notification by the supplier of acceptance-readiness. Acceptance may not be refused by the customer on the grounds of a minor defect. (2) If shipping or acceptance are delayed or not accomplishable due to reasons beyond our control, risk shall pass to you on the day on which you were notified that the deliverable was ready for shipping or acceptance. (3) Partial deliveries are admissible if reasonable for you. Section 10 – Retention of title (1) We hold ownership of the merchandise until full payment thereof. If you are in arrears with payment for more than 10 (ten) days, we shall be entitled to rescind the contract and to claim back the merchandise we have delivered. (2) In the normal course of business, you may resell the merchandise that is subject to the retention of title. In such case, however, you, already now, and in the amount of the invoice value of our claim, assign to us all claims from such a resale, irrespective of whether this occurs prior or subsequent to a possible further processing of the delivered merchandise that is subject to the retention of title. Notwithstanding our right to collect the claims directly, you, too, shall also be entitled to collect the assigned claim. In this connection, we undertake to refrain from demanding payment on the assigned claims to the extent that you meet all your payment obligations, do not become subject to an application for insolvency or similar proceedings, or to any stay of payments. Should the aforementioned collaterals exceed the claims to be secured by more than 10 (ten) percent, we undertake, upon your request, to release collaterals elected at our discretion. Section 11 – Material defects (1) We shall, at our free discretion, either repair, or replace without defects, all those parts which transpire to be defective for causes preceding the passage of risk. The discovery of such defects shall be notified forthwith in writing. Ownership of replaced parts shall revert to us. (2) Except in the case of claims for damages, the limitation period for warranty claims for the delivered goods is 12 (twelve) months from the time of receipt of the goods. (3) Follow-up performance shall encompass neither the removal of the defective item, nor the renewed installation, if we had not been charged with the original installation. (4) In all cases, the special statutory guidelines on final delivery of merchandise to a consumer (supplier recourse under Sections 478, 479 BGB) remain unaffected. (5) Subject to prior agreement, you shall give us the time and opportunity needed to implement the improvements and deliver the spare parts that appear necessary; in failure thereof, we shall be released from liability for the ensuing consequences. Only in urgent cases in which operating safety is jeopardised, or disproportionately severe damage is to be avoided, may the defect be rectified by yourself or a third party engaged by yourself, and the ensuing outlays presented to us for reimbursement; in such cases, we are to be notified forthwith. (6) In the framework of the statutory provisions, you may rescind the contract if – while taking account of the statutory exemptions – we allow to elapse fruitlessly a reasonably-set deadline to subsequently improve or replace a delivery due to a quality defect. If existing, a minor defect shall only entitle you to a reduction in the purchase price. In all other cases, the entitlement to a reduction in the purchase price is excluded. (7) No warranty is provided by us, particularly in the case of unsuitable or improper use, incorrect assembly or commissioning by you or a third party, natural wear and tear, incorrect or negligent handling, improper maintenance, use of inappropriate operating equipment, chemical, electrochemical or electrical influences – provided that we are not responsible therefor. (8) If you or a third party perform an improper rectification, we cannot be held liable for the consequences incurred. The same applies to alterations made to the deliverable without our prior consent. (9) Merchandize may only be returned with our prior, written consent. Without such a written agreement, the cost of returning the merchandise shall be borne by you. We reserve the right to refuse delivery of shipments sent freight collect. (10) Specially produced merchandise is principally not taken back. (11) If we decide to issue a refund, it will be calculated as the originally invoiced amount for the item concerned less a 15 (fifteen) percent handling fee. The minimum handling fee is EUR 15.00 (fifteen euros). (12) If we agree to issue a refund, the cost of returning the merchandise to us shall be borne by you. Section 12 – Defects of title (1) If the use of the deliverable causes a breach of commercial property right or domestic copyright in the Federal Republic of Germany, we shall at our own expense attempt to either provide for your right to continue to use the deliverable, or to modify it in such a way that is reasonable to you and ensures that the property right is no longer breached. If this is not feasible on commercially reasonable terms or within a reasonable period of time, you shall be entitled to rescind the contract. In such case, we, too, shall be entitled to rescind the contract. (2) Except in the case of claims for damages, the limitation period for warranty claims for the delivered goods is 12 (twelve) months from the time of receipt of the goods. (3) For the assertion of your claims to be recognised, it is necessary that: • you have notified us immediately of the assertion of commercial property right or copyright infringements; • you have given us reasonable support in warding off the asserted claims and enabled us to perform the necessary modifications; • we have retained the right to execute all measures required for warding off the claims, including outof-court settlement; • the infringement is not ascribable to peculiarities of your instructions / order; and • the infringement was not ascribable to your unauthorised modification of the deliverable or by your use of it in a non-contractual fashion. Section 13 – Liability waiver (1) We shall be liable for intentional or gross negligence. Furthermore, we shall be liable for the negligent breach of obligations, the performance of which first make the proper performance of the contract possible to begin with, the breach of which jeopardises achieving the contract purpose, and the observance of which you as a customer generally rely upon. In the last stated case, we shall be liable however only for the foreseeable damages typical for this type of contract. We shall not be liable for a slightly negligent breach of duties other than those stated in the sentences above. The foregoing liability exemptions shall not apply to injuries to life, body and health. Liability in accordance with the German Product Liability Act (Produkthaftungsgesetz, ProdHaftG) or arising from a guarantee shall remain unaffected. Section 14 – Limitation period (1) All claims, irrespective of their legal grounds, shall lapse after twelve months of delivery. In the case of deliberate or malicious conduct, or in cases of culpably caused injury to life, body or health, or claims under ProdHaftG, the statutory limitations shall apply. They shall also apply to defects in a structure and to deliverable which, in keeping with their customary mode of use, were used in a structure and caused its defectiveness. (2) If, in the course of our remedial action, new rights arise on your part on account of material defects, all claims shall lapse at the latest 24 (twenty-four) months after delivery of the original deliverable. Section 15 – Miscellaneous provisions (1) The law of the Federal Republic of Germany shall apply, i.e. excluding the convention of the United Nations concerning contracts on the international purchase of goods (CISG). (2) The place of performance is our registered place of business. (3) Should these GTCB conflict with the provisions of delivery-on-call agreements (framework agreement and / or individual contract), the contractual agreements shall have precedence. (4) The location of our company’s registered place of business shall be the sole place of jurisdiction for all disputes arising from and in connection with this agreement. Information obligations (1) Contracts may be entered into in German and English. (2) Images in the online shop serve solely to present our products and do not constitute a legally binding offer by us. Changes and errors are reserved. A conclusion of contract between yourself and ourselves for merchandise offered in the online shop is conditional upon you initially placing the required product in the virtual shopping basket, clicking on the virtual shopping basket, and then initiating the order process by clicking the “Proceed to checkout” button. Only by clicking on the subsequently displayed order button “Buy now” do you prepare the way to complete the order and submit a legally binding offer to enter into a purchase agreement. (3) We save the contractual text and send you the order data, along with our GTCB, by e-mail. (4) During the final confirmation before the checkout, you can identify any input errors contained in your order, and correct these at any time using the “Delete” and “Change” functions before submitting the order. For security reasons, your order data are no longer accessible over the Internet. (5) We are not bound by any special or hitherto unmentioned codes of conduct. (6) We additionally refer you to our General Terms & Conditions of Business (Allgemeine Geschäftsbedingungen, AGBs).
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