Terms of Sales
A purchase order is valid only when confirmed in writing. Supplements, changes or verbal agreements as well as telephone, fax, e-mail or verbal orders require written confirmation to be effective. Orders, once submitted, are binding. We reserve the right of ownership as well as the copyright to illustrations, drawings, sketches, and other documents. They may not be made available to others without our prior permission and shall be returned, without delay, on demand. We are not obligated to check, if, by making an offer based on submitted workshop drawings, the rights of third parties have been infringed. Should we, however, become liable, the ordering party shall hold us harmless from any liability in the event of a legal claim.
2. Delivery obligation
Dimensions, weights, illustrations, and drawings are only binding if confirmed in writing. Gross weights and box sizes are listed to the best of our knowledge, but without guarantee. Where customized tools are ordered, the quantity ordered may fall short or be exceeded by approx. 10%, but by at least two pieces. The quantity delivered is charged.
All prices quoted are ex work, exclusive of packaging. If guide prices are mentioned they may be exceeded or reduced by up to 20%. For domestic trade only: VAT to the appropriate legal amount is added.
4. Payment conditions
Unless other agreements are stated in our written confirmation, payments must be made within 30 days of invoicing without deductions of any kind. This also applies to partial deliveries.
5. Delivery time
The delivery time commences once all technical details are clarified and both parties are in agreement regarding the business conditions. It refers to completion in the factory. Compliance is based on the condition that the customer adheres to contractual obligations, in particular to the agreed payment conditions. If we are prevented from fulfilling our obligations due to unforeseen and unpreventable circumstances, the delivery schedule may be extended by a reasonable period where delivery and service has not become impossible. This refers to cases where, despite reasonable care being taken by the factory and/or any sub-contractors, equipment failure, defective items, delays in delivery of important raw-materials etc. hinder delivery and/or service. If, due to the above mentioned circumstances , delivery and/or service become impossible, we are released from any delivery obligation. This also applies to events that occur during a delay in delivery. The same provisions apply if permits (official or otherwise) required by third parties for delivery are not received in time or, if documents or customer specifications required for delivery do not arrive on time, or if changes are subsequently made to the order. In the event of strikes or lockouts the delivery period can also be extended -if delivery and/or service is not made impossible- by a reasonable amount of time. Where delivery and/or service become impossible we are released from any delivery obligations. If, in the stated circumstances the delivery period is extended, or if we are released from the obligation to deliver, possible customer claims for damages and a right to withdraw from the contract are not applicable. If the aforesaid circumstances affect the customer, the same legal consequences shall apply to the customer's obligation to take delivery. Partial deliveries are permitted at the customer’s expense. Where delivery is delayed on a customer's request the supplier has the right to dispose of the item(s) at his discretion after a pre-established, reasonable deadline has expired. He may further deliver after an appropriately extended time-limit.
Shipping shall take place at the customer's risk. We shall replace goods that are lost or damaged during shipment only on the basis of a newly invoiced order at currently valid prices. Where requested by the customer we shall provide insurance against damage during shipment at the customer's expense. We recommend that the customer obtain insurance against damage or loss in transit. If shipment is delayed due to circumstances that the customer is responsible for, the risk, as of the day of our readiness to deliver, is transferred to the customer. The supplier, however, is obligated, at the customer’s request and his expense, to obtain insurance as requested by the customer. We shall use our best judgement for packing and shipment, but cannot be held liable.
7. Proprietary rights
Until our claims are settled in their entirety, we expressly reserve right of ownership to the supplied goods until such time as the purchase amount has been paid in full including interest and the cost of possible law suits - in ordinary reservation of title, current account reservation, and extended reservation of title. In such an event, we also expressly reserve right of ownership as long as there is a balance in our favour in the open account relationship. The following conditions apply in the event of the resale of items delivered by us:
7.1. We reserve right of ownership to the delivered items until all payments resulting from the delivery contract are received.
7.2. In the event of resale our customers are obligated
a) to reserve, on their own behalf, legal reservation of ownership in ordinary, reservation of title, current account, and extended reservation of title against their customers.
b) The claim with respect to a) shall be considered relinquished to us via our customers, even if the customer has altered or used the goods supplied. Upon our request, our customers are obligated to provide us with a corresponding declaration of assignment in the amount of our claim against our customer.
7.3. When the customer receives the subject claim, they are obligated to settle the claim immediately from the received payments , whereby the following applies:
a) assignments of claims to third parties, insofar as they originate from supplies of goods acquired by us, are precluded especially for the purpose of procuring a loan.
b) where our customers or their purchasers terminate payments prior to settlement of our demand for payment, we are entitled to the rights of recovery or assignment of claims in consideration pursuant § 46 of bankruptcy act.
c) should our customers have payment difficulties or be at risk of having to terminate payments, they are obligated to return our goods on their own accord. Attachments or other adverse actions regarding our property through third parties must be reported immediately.
7.4. Where items supplied by us are sold for cash by the customer, the customer is obligated to compensate us for our claim on the day of receipt of the countervalue by their customer. Our customer shall act as a trustee for the funds they receive from the resale of our goods as long as a balance in our favour exists. In the event, our goods become an integral part of a principal claim in connection with other parties. It is agreed that co-ownership shall be proportionately transferred to us pursuant to §947 subparagraph 1 of the German Civil Code and that the purchaser shall safekeep these items for us. The assertion of proprietary rights as well as any seizure by us of supplied items shall not be considered a withdrawal from the contract.
8. Liability of defects
Defective tools shall be replaced free of charge within the legal period of limitation. If tools have been manufactured according to customer's drawings, we are liable only for the execution in accordance with those drawings. No liability is assumed for tools that wear out prematurely due to natural wear and tear, faulty or careless treatment, excessive stress, or inappropriate operating materials. With respect to tools sent in for manufacture, reconditioning, or alteration including those which originate in our workshops, we are not be liable for their behaviour during processing or hardening. If those materials become defective during processing, we shall be recompensed for the corresponding part. Other claims of any kind, in particular those with respect to conversion, diminution, or claims for damages are expressly excluded. In the event of unjustified notices of defects which warrant intensive tests, the costs of those tests may be invoiced. Other claims by customers, in particular claims for compensatory damages, which did not arise on the delivered item itself, are expressly excluded. The exclusion of liability does not apply to wilful or gross negligence on the part of the owner and their senior employees, or in cases where the product liability law covers liability for defects on the supplied item regarding personal or property damage. It also does not apply to missing characteristics that are expressly promised, if the promise had the specific purpose of protecting the customer against damages that did not result from the supplied item itself.
9. Conflicting purchase conditions
Delivery conditions of customers which conflict with these above mentioned conditions, are not binding, even if they are taken as basis for the order and we have not expressly objected their content.
10. Legal validity of the contract
The contract is binding regardless of the invalidity of certain points forming part of these conditions. Interpretation of any contract is exclusively based on German laws.
Sole place of jurisdiction: voha-tosec Werkzeuge GmbH: Wipperfürth. We expressly call attention to the above mentioned Terms of Sale in its entirety.