General terms and conditions

The following General Terms and Conditions apply exclusively to all our quotations, deliveries and services, including future transactions, even where they are not expressly referred to in an individual case. Deviating agreements require our written confirmation to be effective. The customer's terms and conditions shall not apply, even if we do not expressly object to them in an individual case.

§ 1 Scope

These General Terms and Conditions apply to all quotations, deliveries and services provided by AKE Knebel GmbH & Co. KG.

§ 2 Quotations and conclusion of contract

(1) Our quotations and estimates are non-binding and subject to change. The contract is concluded on the basis of our written order confirmation. Dimensions, weights, illustrations, drawings and other information are binding only if expressly confirmed in writing. Technical data for our own products and products in our trading range are subject to change.

(2) The order confirmation alone determines the scope of the order. Subsequent additions, amendments and ancillary agreements require our written confirmation.

(3) Unless otherwise stated, dimensions are in millimetres. Tolerances are those set out in DIN standards or AKE works standards.

§ 3 Prices

(1) Agreed prices are net prices in euros, excluding packaging, carriage and insurance; statutory VAT is added.

(2) Our recorded quantities, numbers of items and weights are decisive for invoicing unless the recipient objects without delay. Unit prices apply to the specified standard designs. Repeat orders for special designs may be re-priced.

(3) If order-related costs change materially after conclusion of the contract (by more than 20%), the parties shall seek to agree a price adjustment. If no agreement is reached, we may withdraw within two weeks after the negotiations fail.

(4) Tool sets consisting of combinations are charged according to the price tables for individual tools. A surcharge may be applied for function-related adjustment of combinations not listed in the price list.

(5) Packaging and carriage charges are based on the invoiced net value of goods. Domestic deliveries: EUR 8.00 for orders below EUR 250.00; free carriage and packaging for net orders of EUR 250.00 or more. Express delivery and special packaging or shipping requested by the customer are charged to the customer. Export deliveries: packaging and carriage are charged ex works to the customer.

(6) We may charge a transaction fee of EUR 20.00 for small orders up to a net value of EUR 100.00. (7) We may charge the usual costs of a credit check. (8) Direct shipment to third parties is charged at EUR 15.00 per consignment.

§ 4 Payment terms

(1) Unless otherwise agreed, invoices are payable within 10 days with a 2% discount or within 30 days net. Contract work (e.g. repairs and services) is payable immediately without deduction. Payment periods are met when the funds are at our disposal within the relevant period. Payments must be made free of charge to our payment office; cash payment is equivalent to crediting one of our business accounts.

(2) Set-off is permitted only against undisputed claims or claims established by a final court decision. A right of retention is excluded unless it arises from the same contractual relationship.

(3) We may request instalment payments. (4) First orders are supplied only against advance payment or cash on delivery.

§ 5 Delivery

(1) Delivery is ex works or from our dispatch warehouse unless expressly agreed otherwise. (2) Delivery dates are non-binding guidelines unless expressly stated to be binding.

(3) The delivery period begins when the order confirmation is sent, but not before the customer has supplied all documents, permits and approvals to be obtained by them and any agreed advance payment has been received. (4) The period is met if the goods are dispatched or readiness for dispatch is notified before it expires.

(5) Unforeseen events beyond our control (e.g. operational disruptions, strikes or lockouts affecting us, suppliers or carriers) extend the delivery period appropriately. The same applies to subsequent order changes.

(6) Correct and timely self-supply is reserved. We may make reasonable changes to or deviations from the agreed subject matter. (7) In the event of delay, after setting a reasonable additional period, the customer may withdraw from the unfulfilled part; withdrawal from the entire contract is permitted only if the partial delivery is of no interest to the customer.

(8) If delivery is delayed at the customer's request or the customer is in default of acceptance, storage costs may be charged from the following calendar month. After a reasonable period, we may otherwise dispose of the goods and deliver again with an appropriately extended period. (9) Call-off orders must, unless otherwise agreed, be taken in full within three months of order confirmation; thereafter the remaining or complete delivery may be made at the customer's expense.

§ 6 Transfer of risk

(1) Risk passes to the customer when the goods leave our works or warehouse, irrespective of the means of transport. (2) If delivery is delayed for reasons attributable to the customer, risk passes when readiness for dispatch is notified. This also applies to partial deliveries and additional services undertaken by us. (3) Goods are not insured against breakage, transport damage, fire, theft or similar risks unless requested by the customer; any such insurance is at the customer's expense.

§ 7 Retention of title

(1) We retain title to all goods supplied until all present and future claims arising from the business relationship have been paid in full.

(2) The customer may not pledge goods subject to retention of title or assign them by way of security and must notify us immediately of any seizure or third-party interference. Resale in the ordinary course of business is permitted only if the resulting claims are assigned to us. The customer hereby assigns those claims, including ancillary rights, to us.

If goods subject to retention of title are sold together with other goods for a total price, the assignment is limited to the proportion corresponding to our invoiced selling price, including VAT. The customer collects the assigned claims in trust while we consent and shall notify its customers of the assignment upon request.

(4) If goods are processed, combined or mixed with other goods not belonging to us, we acquire co-ownership of the new item in proportion to the invoiced selling price, including VAT. (5) If the value of the security exceeds our claims by more than 20%, we shall release security at our choice upon request. (6) In the event of a breach of duty, particularly late payment, we may repossess the goods following withdrawal from the contract. The customer must surrender them and bear the costs of repossession. We may claim reasonable compensation for use and depreciation; the customer may prove that no loss or a substantially lower loss occurred.

§ 8 Lien

We have a contractual lien over goods that have come into our possession under the order to secure our claims arising from that order. The lien may also secure claims from earlier orders or services insofar as they relate to the goods. Other claims arising from the business relationship are secured only if undisputed or established by a final court decision and the goods belong to the customer.

§ 9 Defects / warranty

(1) For new goods, the limitation period for claims based on defects is one year from delivery or acceptance. Claims for defects in used goods are excluded. This reduction or exclusion does not apply to injury to life, body or health, or damage caused intentionally or by gross negligence by us or our agents.

(2) Obvious defects, defects in assembly instructions, incorrect deliveries and quantity discrepancies must be notified in writing without delay and no later than seven working days after receipt. Defects discovered later must be notified immediately after discovery.

(3) If goods are defective, we choose whether to remedy the defect or replace the goods. Replaced parts become our property. We do not bear additional costs caused by moving the goods to a location other than the original place of delivery, unless the move is consistent with their intended use.

(4) If remedy or replacement finally fails, is refused due to disproportionate costs or is unreasonable, the customer may, in the case of a substantial defect, choose a price reduction or withdrawal. Further claims are governed by § 10. (5) If a complaint is unjustified, the customer may be charged our usual costs. (6) Guarantees as to quality or durability are effective only if issued in writing.

§ 10 Liability

(1) Liability for personal injury is governed by statutory provisions. (2) Other claims for damages arising from breach of contractual or statutory duties are excluded; in particular, we are not liable for damage to the goods themselves, consequential loss, loss of profit or other financial loss.

(3) The exclusion does not apply to intentional acts or gross negligence. In the event of a breach of material contractual obligations, we are also liable for slight negligence, except for damage that is atypical and unforeseeable under the contract.

(4) For damage caused by negligence for which liability is not excluded, liability is limited to EUR 1,500,000 per claim and EUR 3,000,000 per calendar year; for financial loss, to EUR 50,000 per claim and EUR 100,000 per calendar year. These limits do not apply to personal injury. (5) The customer's right to withdraw and liability under product liability law remain unaffected.

§ 11 Intellectual property / safekeeping of documents

(1) We reserve all intellectual property rights, in particular copyright, in our drawings, illustrations, sketches, samples, documents and catalogues. They may not be distributed, reproduced or published, even in part, without our consent. (2) Documents supplied by the customer must be collected after completion of the order; we will retain them for no longer than three months.

§ 12 Invalidity of individual provisions

The invalidity of any individual provision shall not affect the validity of the remaining provisions.

§ 13 Governing law, place of performance and jurisdiction

(1) German law applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980 is excluded. (2) In business dealings with merchants, businesses, legal entities under public law or special funds under public law, Balingen (72336), Germany, is the place of performance and jurisdiction for all present and future claims arising from the business relationship. At our discretion, we may also bring proceedings at the customer's registered office.

Version: 1 May 2022