Terms and Conditions

Stiens Werkzeugmaschinen-handelsgesellschaft mbH

General Terms of Purchase and Sale

of STIENS WERKZEUGMASCHINEN GMBH
(From: January 2002)

I. General
  1. All performance now and in future, including all contracts the subject-matter of which is the selling and purchasing of products provided by STIENS WERKZEUGMASCHINEN GMBH to a contract partner shall be subject exclusively to the terms and agreements No. 01/2002. In the event that the purchaser changes any contract terms regarding deviations in contradictory and/or supplementary terms STIENS WERKZEUGMASCHINEN GMBH will expressly oppose to such modifications. They will not be applied. STIENS WERKZEUGMASCHINEN GMBH is entitled to change the general terms of purchase and sale no. 01/2002 becoming effective for all future commercial agreements with the purchaser after they have been entered in writing.
  2. In case there exists a framework agreement between the purchaser and STIENS WERKZEUGMASCHINEN GMBH this general terms of purchase and sale are becoming effective for both this framework agreement and the single order.
  1. Offers from STIENS WERKZEUGMASCHINEN GMBH are subject to change and nonbinding. Documentation belonging to the offer, like illustrations, drawings, weights and dimensions are only approximate measures, as far as they are not expressly referred to be binding. STIENS WERKZEUGMASCHINEN GMBH shall reserve all rights, including the rights of ownership and copyright, concerning quotations, drawings and other documents of the technical object of the purchase to be delivered.
  2. Orders of the purchaser are legally binding. Insofar as no other written confirmation from STIENS WERKZEUGMASCHINEN GMBH is given the delivery or invoice is binding as confirmation of the order.
  3. Concerning the content of orders and agreements a written confirmation by STIENS WERKZEUGMASCHINEN GMBH is exclusively necessary if the purchaser is a merchant and without delay does not contradict to these orders and agreements by writing. This becomes especially valid with verbal agreements and orders undertaken by telephone or by wire. A notification not forwarded to STIENS WERKZEUGMASCHINEN GMBH within seven (7) days is considered being not promptly.
  1. Delivery periods are anticipated if STIENS WERKZEUGMASCHINEN GMBH did not expressively place a binding acceptance in written form. With a not duly clarification of all items of the order through the purchaser and the supply of all advance contributions of the purchaser in due time delivery dates will be prolonged correspondingly. Delivery dates are kept with the announcement of the readiness for dispatch.
  2. STIENS WERKZEUGMASCHINEN GMBH is entitled to dispatch partial deliveries as far as they do not fall below a reasonable lower limit.
  3. The purchaser must control and acknowledge receipt of the bill of delivery. He is obliged to inform STIENS WERKZEUGMASCHINEN GMBH without delay about any discrepancies in the document in written form. Otherwise the accepted amount of delivery is acknowledged.
  4. All kinds of events constituting operational disturbances, like official measures, force majeure, strikes, lockouts and other circumstances affecting STIENS WERKZEUGMASCHINEN GMBH or the preliminary suppliers which substantially impede the supply the delivery date will be prolonged reasonably. Force majeure also exists if industrial actions including strikes and legitimate lockouts arise in the company of STIENS WERKZEUGMASCHINEN GMBH or in the company of their subcontractors. The purchaser’s right to claim compensation in these cases is excluded and exclusively subject to clause VII of these terms, see General Limitation of Liability.
  5. In the event that defects caused by a delivery delay on behalf of STIENS WERKZEUGMASCHINEN GMBH exists the ordering party can demand damages amounting to 0.5 % for each week of the delay, but not exceeding 5 % of the value of the involved part of the total delivery and excluding further claims for damages. In the event of a delayed delivery the purchaser can cancel the contract after having set reasonable days of grace together with the explicit statement to release the performance from the acceptance of the service after the expiration of the deadline if the service is not realised within this due time. Further claims in the event of delivery delay, especially claims on compensation for damages, are excluded following the regulation in clause VII (General Limitation of Liability).
  1. Prices do not include VAT (value added tax), freight costs, customs, postage, packaging, insurance and other expenses. For the calculation of brand new machinery, binding prices are charged by STIENS WERKZEUGMASCHINEN GMBH with validity of the day of delivery. Packaging is calculated at manufacturing costs; redemption is excluded.
  2. In default of special agreements payment for invoices becomes due with immediate effect and without discount.
  3. In the event of exceeding the date of payment STIENS WERKZEUGMASCHINEN GMBH shall have the right to charge interests to the amount of 10 % of the respective basic interest rate. The raising of a concrete claim on damages caused by delay remains reserved.
  4. The purchaser is entitled to claim set-off rights only in the event of a legally binding stipulation of his counterclaims or the acknowledgement through STIENS WERKZEUGMASCHINEN GMBH.
  1. Risk assumption is being transferred automatically to the contract partners (ordering party or purchaser) on hand-over of the goods to the shipping agents or freight carriers namely on the declaration of partial deliveries or STIENS WERKZEUGMASCHINEN GMBH has taken over other benefits, e.g. costs for dispatch or delivery and assembly and/or start-up. In the event of an approval of the delivery item the date of acceptance is relevant for the passing of risks. The acceptance must be realised without delay at the date of acceptance alternatively after the announcement of the supplier that he is prepared to realise the acceptance and must not be refused by the purchaser on account of the existence of a not significant defect only.
  2. In the event that dispatch respectively the acceptance is delayed for reasons which cannot be blamed on STIENS WERKZEUGMASCHINEN GMBH the risk passes on to the purchaser as from the day of notice of the dispatch respectively realisation of acceptance.
  1. In the event of defaults concerning the shipment STIENS WERKZEUGMASCHINEN GMBH is responsible under exclusion of further claims as follows:
    • The periods of warranty claims for new products privately used (sale of consumer goods, § 474 BGB [Civil Code Germany]) ex passing of risks is 24 months, at commercial and/or professional use 12 months.
    • The period of warranty claims for used products privately used (sale of consumer goods, § 474 BGB [Civil Code Germany]) ex passing of risks is 12 months, at commercial and/or professional use warranty claims are excluded. Used machines and their existent components will be delivered in the same state as they did occur under contract conclusion. Any liability for open or latent defects is excluded in cases where the purchaser did not examine the machine prior to contract conclusion, unless STIENS WERKZEUGMASCHINEN GMBH purposefully concealed known defects wilfully and gross negligently.
  2. The regulations of clause 1 are not valid considering assured features or at a negligently breach of essential contract obligations. Claims for compensation against us on the side of the purchaser and claims considering defects which did not arise at the delivery item itself are excluded in a legally admitted frame according to the regulations in clause VII (General Limitation of Liability). In the event of the remediation of a defect or delivery at a later stage the warranty period will not be renewed.
  3. Features are assured only when they are expressly laid down in the contract. Oral statements and statements given in the documents of STIENS WERKZEUGMASCHINEN GMBH are containing no warranty. Samples, patterns, measurements, standards according to DIN (German Industry Norm), specifications and other details about the character of the delivery item are relevant to the specification and contain no assured features. Insofar as the material which is applied by STIENS WERKZEUGMASCHINEN GMBH is specified in the contract does this imply only a guarantee about the conformity with the specification and not the suitability of the material for the purpose of the contract. STIENS WERKZEUGMASCHINEN GMBH is obliged to give evidence only in the event of an apparent infeasibility.
  4. No liability shall be provided for damages caused by external influences, faulty assembly and treatment, deficient operation or maintenance, corrosion or normal abrasion. In the last-mentioned case parts subject to abrasion are expressly precluded from liability. Parts subject to abrasion are all revolving parts, all driving parts and implements. The basis of the guarantee regulations when selling a machine is a use in a one-shift operation.
  5. The purchaser is obliged to examine the delivered goods directly on receipt at his own expenses and to inform STIENS WERKZEUGMASCHINEN GMBH without delay in written form about any faults, faulty deliveries, faulty deliveries which are apparently not ready for approval or shortfall quantities. The limitation period of seven days ex receipt of the delivery applies for the complaint. Faults which could not be revealed in this time must be announced to STIENS WERKZEUGMASCHINEN GMBH in written form without delay after they have been detected. The §§ 377, §§ 378 HGB (German Commercial Code) remain unaffected in the course of business among both parties.
  6. Any deficiencies of a partial delivery must not be rejected by the purchaser insofar as he rejects the rest of the contractual quantity as well. In the event that the purchaser can provide evidence that an acceptance of a partial delivery considering the circumstances is unacceptable for him he can reject the delivery as a whole.
  7. In the event that the purchaser claims a defect he is not permitted to change or process the delivery item or hand it out to third parties, without giving STIENS WERKZEUGMASCHINEN GMBH sufficient opportunity and time to inform themselves about the defect and if necessary to replace the defective parts (rectification of defects or compensation delivery), otherwise all claims for defects do not apply. If the operational safety is endangered respectively unreasonably hazardous cases can be avoided, whereby STIENS WERKZEUGMASCHINEN GMBH must be informed without delay, the purchaser is entitled to remove the defect himself or have it removed by third parties and can demand reimbursement from STIENS WERKZEUGMASCHINEN GMBH for the necessary costs.
  8. Defects arising from transport must be announced to the supplier without delay. The purchaser is obliged to regulate the necessary formalities with the transporting enterprise, particularly arrange for all necessary stipulations regarding the right of recourse towards third parties. Insofar as loss, breakage or similar in the frame of reasonable custom and usage is concerned this cannot be objected.
  9. In the event of warrantable claims STIENS WERKZEUGMASCHINEN GMBH is entitled to choose rectification of the faulty goods or replacement delivery. Repeated rectifications of the defects are admissible.
  10. In the event of an obligation to remove defects STIENS WERKZEUGMASCHINEN GMBH must bear all necessary costs as to transport, infrastructure, labour, and material insofar as the costs will not be increased by a transportation of the delivery item to another location than the place of fulfilment.
  11. If STIENS WERKZEUGMASCHINEN GMBH fails to meet a reasonable period of grace in the sense of § 439 BGB (German Civil Code) set by them to expire fruitlessly without correcting the defects or to furnish compensation, or rectification or compensation is impossible for them to be fulfilled or failed or will be refused by STIENS WERKZEUGMASCHINEN GMBH on account of other reasons the purchaser, who is not consumer, is only entitled to terminate the contract or to reduce the purchase price under exclusion of all further claims concerning the delivery item.
  1. If the delivery item cannot be used by the purchaser as confirmed in the contract through STIENS WERKZEUGMASCHINEN GMBH on reasons that they failed to advice the purchaser in an orderly manner prior to or after contract conclusion or by the violation of other secondary obligations laid down in the contract (e.g. instruction manual or maintenance manual) the regulations in the clauses VI and VII.2 are valid, purchaser’s further claims are precluded.
  2. STIENS WERKZEUGMASCHINEN GMBH is liable for defects if they do not arise at the delivery item itself – for whatever legal reasons – only
    • with intent,
    • at gross negligence of the owners / legal bodies or executive staff,
    • with culpable violation of life, body and health,
    • fraudulent concealment of defects or the lack of which they have guaranteed,
    • defects of the delivery item concerning physical and health and material damages caused by privately used items which are subject to the product liability law.
      • In the event of a culpable violation of essential contract obligations STIENS WERKZEUGMASCHINEN GMBH is liable for gross negligence of their staff not belonging to the executive staff and for slight faults as well. In the latter case liability is limited on the reasonably foreseeable damage laid down in a typical contract; further claims are excluded.
  1. All delivered goods shall remain the property of STIENS WERKZEUGMASCHINEN GMBH until such time as all claims by STIENS WERKZEUGMASCHINEN GMBH (e.g. costs for bill of exchange, interests, financing costs, invoices) resulting from the delivery contract are satisfied. A violation of the contract, especially defaulty payment of the purchaser and petition in bankruptcy shall entitle STIENS WERKZEUGMASCHINEN GMBH to take back the delivered goods after reminder which obligates the purchaser to return the contract goods. The goods and claims arising from these shall neither be pawned nor assigned by third parties, in this event the purchaser has to inform STIENS WERKZEUGMASCHINEN GMBH in written form without delay.
  2. STIENS WERKZEUGMASCHINEN GMBH is entitled to insure the delivery item against damages arising from violation, fire and water and larceny and other damages at purchaser’s cost insofar as the purchaser did not effect insurance on his behalf for which he has to provide evidence.
  3. The purchaser/ordering party is entitled to sell-on the delivery item by way of an orderly business transaction. In this event the purchaser shall assign all claims to STIENS WERKZEUGMASCHINEN GMBH arising out of this business transaction with the buyer or third party independent of the fact that the delivered goods subject to retention of title are sold without or after processing. The purchaser is entitled to collect these claims even after assignment. The authorisation of STIENS WERKZEUGMASCHINEN GMBH to collect the claims themselves remains untouched; however STIENS WERKZEUGMASCHINEN GMBH binds oneself not to collect the claims as long as the purchaser meets his liabilities to pay in proper form. STIENS WERKZEUGMASCHINEN GMBH can claim the purchaser for a disclosure of the assigned claim and the name of their defaulting party, to deliver all the belonging commercial documents and to inform the defaulting party about the assignment. In the event that the delivery item is sold-on together with other goods not belonging to STIENS WERKZEUGMASCHINEN GMBH, the claim of the purchaser against the sub-purchaser is assigned to the amount of the delivery price agreed upon between STIENS WERKZEUGMASCHINEN GMBH and the purchaser.
  4. The processing or transformation of items under reserve is always made by the purchaser in favour of STIENS WERKZEUGMASCHINEN GMBH. The reservation of ownership comprises also products which have been processed and/or mixed inseparably with the goods of STIENS WERKZEUGMASCHINEN GMBH and/or are related to them up to their full value, STIENS WERKZEUGMASCHINEN GMBH obtains a co-ownership share to the amount of the values of these processed new goods in a ratio of the value of the items under reserve to other processed or mixed items at the time of processing or mixing. Insofar as goods of STIENS WERKZEUGMASCHINEN GMBH are combined with other movables to a uniform item or inseparably mixed and the other item is looked upon as main item, in this case is agreed upon that the purchaser establishes a proportional joint ownership for the benefit of STIENS WERKZEUGMASCHINEN GMBH insofar as the main item belongs to the purchaser. The purchaser keeps the ownership or co-ownership safe on behalf of STIENS WERKZEUGMASCHINEN GMBH. For the new item developing through processing, transformation, fusion or mixing the same is valid, like for the items under reserve.
  5. STIENS WERKZEUGMASCHINEN GMBH is entitled to require adequate securities for the fulfilment of liabilities of the purchaser. STIENS WERKZEUGMASCHINEN GMBH binds oneself to release the securities entitled to them insofar as their value surpasses the claims about more than 20 % insofar as these are not paid yet.
  1. The obligation of delivery and the delivery date shall be subject to a correct and punctual supply to STIENS WERKZEUGMASCHINEN GMBH themselves.
  2. If STIENS WERKZEUGMASCHINEN GMBH is not in a position to furnish the complete performance prior to the transfer of risks in the event of reasons for which STIENS WERKZEUGMASCHINEN GMBH are responsible, the purchaser can withdraw from the contract. In the event of a partial impossibility or partial incapability the preceding regulation is valid for the corresponding part only. However, in this event the purchaser can withdraw from the entire contract if he can furnish evidence that he has a legitimate interest in the refusal of this partial delivery. Further claims of the purchaser, especially claims on damages, are considered to be precluded following the regulations laid down in clause VI and VII.
  3. In the event of the default of acceptance or by guiltiness of the purchaser, the purchaser will be obliged to performance.
  4. After withdrawal from the contract STIENS WERKZEUGMASCHINEN GMBH respectively after setting a deadline with threat of rejection STIENS WERKZEUGMASCHINEN GMBH is authorised to freely use the returned goods.
  1. Unless otherwise agreed upon in the contract/agreement the place of performance and jurisdiction regarding deliveries and payments for both contract partners is the place of business of STIENS WERKZEUGMASCHINEN GMBH.
  2. In the event of the purchaser, registered merchant being a corporate body under public law or separate assets subject to public law, the place of performance and jurisdiction for all civil disputes also in the frame of a lawsuit arising from checks and bills, STIENS WERKZEUGMASCHINEN GMBH is the place of business; legal proceedings can only be instituted there.
  3. The legislation of the Federal Republic of Germany is expressly valid. Application of the standardised purchase laws laid down and agreed upon in the Law of Sales in the European Union is excluded.
  1. In the event of any term or provision of these General Business Terms shall for any reason be invalid, illegal or unenforceable in any respect such invalidity, illegality or unenforceability shall not affect any other provision hereof. The legal regulation is valid. In no case will this respective definition in the General Terms of Purchase and Sale be replaced by the business terms of the purchaser.
  2. Prior to the written confirmation by letter or facsimile any alterations or amendments of the contract become effective only by written confirmation of STIENS WERKZEUGMASCHINEN GMBH; this is also valid in the event of a deviation from the special agreements concerning the written form clause of the contract itself.
  3. Declaration of intention relevant in law such as notice of determination, notice of repudiation of contract, demand on abatement of the purchase price or compensation for damages become effective only by written form.
  4. STIENS WERKZEUGMASCHINEN GMBH is entitled to process and store data from the purchaser which belong to the business relation – also if these come from third parties – in terms of the Data Protection Law of the Federal Republic of Germany and to have them processed and stored by third parties authorised by STIENS WERKZEUGMASCHINEN GMBH.