General Terms and Conditions

  1. Area of application

    These General Terms and Conditions are applicable towards companies, legal persons under public law and special funds under public law. These General Terms and Conditions also apply if they are not indicated separately. Our deliveries and services are solely executed on the basis of the following conditions. General terms and conditions of the customer are only effective if we expressly recognize such in writing for the respective concrete contract entered into. If the order is confirmed by the customer while deviating from our General Terms and Conditions, our General Terms and Conditions shall apply, and even in case we do not expressly object. At the latest with acceptance of our delivery performance, our General Terms and Conditions are deemed fully accepted by the customer.
  2. General provisions

    Our offers are nonbinding. Orders only become binding with our order confirmation, unless an individual contractual regulation is in place.
  3. The information and images contained in the offers, price lists, brochures, catalogs, etc. are approximate values in line with industry standards, unless they are expressly designated by us as binding.
  4. Personal information and information by phone are always nonbinding and ineffective until they are expressly confirmed by us in writing.
  5. Long-term and order contracts, price adjustment

    In the event of unforeseen cost increases, we reserve the right to price adjustment even for already existing orders.
  6. Confidentiality

    Each party shall use all documents (this also includes samples, models and data) and knowledge that the party gains from the business relationship only for the jointly pursued purposes and shall keep such confidential with regard to third parties with the same prudence as would be in place for the party’s own documents and knowledge any time the other party shall designate such documents and knowledge as confidential or has an obvious interest in keeping such confidential. This obligation begins at the time the party receives documents and knowledge for the first time and also does not end after termination of the business relationship.
  7. The obligation does not apply to documents and knowledge that are generally known or were already known to the customer at the time such documents or knowledge were received without the customer having been obligated to maintain confidentiality, or that are transmitted subsequently by a third party authorized to forward such documents and knowledge or that are developed by the receiving customer without the use of confidential documents or knowledge of the other customer.
  8. Drawings and descriptions

    If one party provides the other party with drawings or technical documents regarding the goods to be delivered or their production, such shall remain the property of the providing party.
  9. Payment terms

    Our respective invoice is due for payment immediately and without deduction if no other agreement has been made.
  10. If it is undisputed that we have delivered defective goods in part, our customer is nevertheless obligated to render payment for the portion of the goods that were without defect.
  11. In addition, the customer may only settle with claims that are legally established or undisputed.
  12. If the due date is exceeded, we are authorized to charge interest starting with the due date in the amount we are being charged by the bank for overdraft credit, however, at the very minimum in the amount of 8% above the respective base rate of the European Central Bank. Claiming additional damage is reserved to us, in particular we are authorized to charge a processing fee of EUR 20.00 plus statutory VAT for each reminder.
  13. If payment is delayed, and after written notification to the customer, we may stop the fulfillment of our obligations until payment is received.
  14. Notes are not accepted, checks only as agreed upon as well as on account of performance. A guarantee for submission of the check in due time and for the lodging of the check protest is excluded.
  15. If after entering into the contract we become aware that our claim for payment is at risk due to a lack in performance of the customer, we may refuse the provision of service and may determine a reasonable period for the customer during which the customer must pay or provide a security concurrently against delivery. If the customer refuses to do so or if the period set expires without results, we are authorized to withdraw from the contract and to claim compensation for damages.
  16. Delivery

    Unless otherwise agreed upon, we deliver “ex works.” Relevant for observing the delivery date or the delivery period is the announcement of readiness for shipment or pick-up made by us.
  17. The delivery period starts/is extended adequately if the prerequisites of item 51 are given. Furthermore, it is extended accordingly in the event of a shutdown of the company on the basis of plant holidays, for example.
  18. Partial deliveries are permitted to a reasonable extent. Such partial deliveries are invoiced separately.
  19. Within a margin of 10% of the total order volume, excess or short delivery is permitted for production reasons. Based on such volume, the total price of the order changes.
  20. Shipping and transfer of risk

    Goods reported ready for shipment must be collected immediately by the customer. Otherwise we are authorized to ship such goods at our discretion or store such at the customer’s expense and risk.
  21. If a special agreement is missing, we shall select the transportation means as well as the transportation route.
  22. With transfer to the carrier or with the start of storing, however, at the latest when the goods leave the plant or the warehouse,the risk is transferred to the customer, even if we have assumed delivery and commissioned the carrier. We only take out transportation or warehouse insurance for the portion of the delivery route we are responsible for.
  23. Unloading is always the customer’s duty and is done at his expense and risk.
  24. Delay in delivery

    Agreed upon delivery periods are extended in the event of a shutdown of the company on the basis of national holidays or plant holidays.
  25. If delivery is delayed due to a circumstance cited in item 24 or due to actions or omission of the customer, an extension of the delivery period is granted that is appropriate in view of the circumstances.
  26. The customer is only authorized to withdraw from the contract if we are responsible for the noncompliance with the delivery date and if the customer set an appropriate grace period that did not lead to any results.
  27. Retention of title

    We shall retain ownership of any and all delivered goods until the ultimate fulfillment of all claims from the business relationship with the customer. Even if payments are made for specifically designated claims, our ownership in such shall not terminate.
  28. The customer is authorized to see such goods in the proper course of business insofar as he fulfills his obligations from the business relationship with us. However, the customer must not pledge such goods subject to retention of title nor assign such goods by way of security. The customer is obligated to secure our rights during the credited resale of such goods subject to retention of title.
  29. If the customer violates his obligations, in particular for a delay in payment, we are authorized to withdraw from the contract and to take back our goods after a period set for the customer for performance expires without any results; statutory provisions regarding the dispensability of setting such a period remain unaffected. The customer is obligated to surrender the goods. We are authorized to withdraw from the contract if a petition is lodged to open insolvency proceedings regarding the customer’s assets.
  30. A potential processing of the goods subject to retention of title is always done by the customer for us. If the goods subject to retention of title are processed or inseparably mixed together with items that do not belong to us, we acquire joint ownership in the new item in the ratio of the invoice value of the goods subject to retention of title to the other processed or mixed items at the time of such processing or mixing. If our goods are joined together or inseparably mixed with other movable objects to one uniform product and if such is to be seen as the main item, the customer transfers to us joint ownership in a pro-rated fashion to the extent that the main item belongs to him. The customer shall keep such property or joint property for us free of charge. In addition, for the item created by processing or joining or mixing the same applies as does for goods subject to retention of title.
  31. All claims and rights from the sale of goods to which we have ownership rights are already assigned to us by the customer as security. We hereby accept such assignment..
  32. Regarding enforcement measures of third parties pertaining to goods subject to retention of title, pertaining to claims assigned to us or other securities, the customer must inform us immediately while providing all documents required for an intervention. This also applies for interferences of any kind.
  33. If the value of the existing securities exceeds the secured claims by more than 20% in total, we are obligated to release securities at our discretion at the customer’s request.
  34. Only returns accepted by us beforehand with a minimum discount of 20% on the purchase prices are approved.
  35. Notification of defects/material defects

    The condition of the goods is determined solely by our information in our catalogs or in the offer or based on technical specifications expressly agreed upon in writing with the customer in individual cases. To the extent that we have to deliver based on drawings, specifications, samples, etc. of our customer, the customer shall bear the risk of suitability for the intended purpose. Crucial for the condition of the goods according to the contract is the point in time of the transfer of risk according to item 22.
  36. The customer, or in the event of third-party deliveries his customers, must inspect our goods, even for delivery based on samples, immediately after receipt regarding correctness and suitability and must complain about a potential delivery failure, wrong delivery or excess or short delivery immediately - nonobvious defects immediately after having taken notice of such - in writing and in a precise fashion. In the event of delivery failure or wrong delivery, any processing as well as any resale must be refrained from immediately. At the latest after an expiration of two weeks, for obvious defects after receipt of the goods, for non-obvious defects after having taken notice of such defects, the goods are deemed approved if the written and precise notification of defects is not received by us until then.
  37. If a formal acceptance of the goods or an initial sample testing was agreed upon, a notification of defects is excluded which could have been detected by the customer during the diligent acceptance or initial sample testing.
  38. For material defects caused by unsuitable or incorrect transport, incorrect storage, use, erroneous assembly or bringing into service by the customer or by third parties, usual wear and tear, incorrect or negligent handling, we are not responsible neither for the consequences of inappropriate changes nor repair work carried out by the customer or by third parties without our consent. The same applies for defects that only slightly decrease the value or suitability of the goods.
  39. Material defect claims become time-barred after 12 months after delivery. This does not apply to the extent that the law prescribes longer periods, in particular for defects on a building or for goods that were used in accordance with its customary use and that caused its defectiveness.
  40. We are to be given the opportunity to determine the defect that has been complained about. Rejected goods must be returned to us immediately at our request; we shall assume transportation costs if the notification of defects is justified. If the customer does not comply with these obligations or makes changes to the contested goods without our consent, they will lose any claim for material defects.
  41. If a notification of defects is justified and was made in due time, we will either remedy the contested goods at our discretion or deliver a faultless replacement.
  42. If we fail to comply with these obligations or do not comply with them within a reasonable time in accordance with the contract, the customer may set a final deadline for us in writing, by which date we must comply with our obligations. Upon unsuccessful expiry of this period, the customer may demand a reduction in price, withdraw from the contract or remedy the defects themselves or commission a third party at our expense and risk. Reimbursement of costs is excluded if such costs increase because the goods were transported to another location after our delivery, unless this corresponds to the intended use of the goods.
  43. The customer’s statutory rights of recourse against us only exist insofar as the customer has not entered into any agreements with their customer that go beyond statutory claims for defects. For the scope of such rights of recourse, Section 37, final sentence, applies accordingly.
  44. Other claims, liability

    Unless otherwise stated below, all other and additional claims by the customer against us are excluded. This applies in particular to claims for damages based on the breach of obligations arising from the contractual relationship and tort. Therefore, we do not assume any liability for damage that did not occur on the delivered goods themselves. In particular, we accept no liability for loss of profit or other financial losses incurred by the customer.
  45. The aforementioned limitations of liability do not apply in the event of intent, gross negligence of our legal representatives or company executives or in the event of culpable breach of material contractual obligations. In the event of a culpable breach of material contractual obligations, we are only liable for typical, reasonably foreseeable damage, except in cases of intent or gross negligence of our legal representatives or company executives.
  46. Furthermore, the limitation of liability does not apply in instances in which liability is assumed for personal injury or damage to privately owned objects in accordance with the Product Liability Act. It also does not apply in the event of injury to life, body or health or in the event that assured material properties are missing if and to the extent that such assurance had the purpose of safeguarding the customer against damage that did not occur on the delivered goods themselves.
  47. We do not assume any liability for information given verbally, in particular via telephone, or calculation results from online assessment software, as this information is always non-binding and legally invalid. We assume liability of whichever kind for planning, advisory, processing and other information only and exclusively if we have provided our written proposals to the customer as a response to their written query in a binding manner and with reference to a specific project known to us. Notwithstanding the above, the customer is obliged to review our proposals themselves or with the help of suitable experts in order to determine whether they are suitable for the specific intended purpose.
  48. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, legal representatives and vicarious agents.
  49. The statutory regulations regarding burden of proof remain unaffected.
  50. Limitation

    All claims from delivery and service become time-barred after 12 months of the invoice date.
  51. Force majeure

    Force majeure, industrial disputes, unrest, interventions of authorities, non-arrival of deliveries from our suppliers and other unforeseeable, unavoidable and serious events release us from our performance obligations for the duration of the disruption and to the extent of its impact. This also applies if these events occur at a point in time in which we are in default, unless we have caused this by way of intent or gross negligence. Within reasonable limits, we are obliged to immediately provide the required information and to adapt the mutual obligations to the changed circumstances in good faith.
  52. Industrial property rights/intellectual property

    SPAX International GmbH & Co. KG (hereinafter referred to as “SPAX”) is a company in the ALTENLOH, BRINCK & CO – Group. SPAX or the ALTENLOH BRINCK & CO Group holds industrial property rights as well as rights of use and copyright usage in Germany and abroad (hereinafter referred to as “industrial property rights”) relating to fasteners, in particular screws, bits and tool accessories (hereinafter referred to as “contractual objects”). An overview of the industrial property rights can be requested from SPAX during standard working hours.
  53. In regard to contractual objects, SPAX grants the customer registered in writing in regard to contractual objects a free, permanently revocable, simple, non-exclusive right, limited to the specified project in each case, to use industrial property rights in Germany exclusively in presentations and advertising for the purpose of the commercial resale of contractual objects, in particular in the customer’s own catalogues or website.
  54. It is not permitted to grant sub-licenses to third parties or transfer granted rights of use to third parties. In particular, registered customers are not authorised to forward image files and other files provided by SPAX to third parties. If the registered customer intends to have a third party prepare advertising material this third party must register separately with SPAX in writing. The scope and existence of the right of use exceptionally granted to the third party for advertising purposes for the registered customer depend on the scope and existence of the right of use of the registered customer. The registered customer is liable towards SPAX for ensuring that the third party only exercises the rights of use assigned to them in the granted scope.
  55. The registered customer assures that they will only use industrial property rights in the presentation methods specified by SPAX. They will always indicate that said rights are the industrial property rights, in particular trademarks and copyright, of SPAX. This indication must only be given in the manner provided and used by SPAX. In particular, contractual objects may only be offered, marketed and sold in standard commercial packaging and not individually. Images must have a source reference. They must not be depicted with the customer’s own logo, watermark, lettering or anything else that does not correspond to the specifications provided by SPAX. In particular, in their own advertising, the customer must refrain from using anything that could lead third parties to wrongly assume that the customer belongs to the ALTENLOH, BRINCK & CO Group or SPAX. If the customer is unsure regarding the method of use, they will contact SPAX on their own initiative for clarification.
  56. The registered customer will only market original SPAX products with industrial property rights. Through the submission of appropriate documents, they will immediately and without request prove to SPAX that the contractual objects marketed and distributed by the customer are original SPAX goods. Proof that contractual objects are procured from a wholesaler licensed by SPAX shall suffice.
  57. The customer will inform SPAX immediately in the event that they gain knowledge of the registration or use of industrial property rights by third parties or if third parties use images that may be confused with the industrial property rights. In the event of an infringement of industrial property rights by third parties, SPAX will freely decide to take the necessary measures to enforce its industrial property rights. The customer is not entitled to file infringement proceedings in their own name. If the existence of industrial property rights is attacked by third parties by means of cancellation proceedings or requests for cancellation, SPAX may freely decide to defend itself if necessary.
  58. SPAX guarantees that, at the time of contract signing, industrial property rights are recorded in the relevant property rights register, in particular the trademark register, and that SPAX is the proprietor of the rights of use and copyrights for images. SPAX is always free to decide whether industrial property rights shall be maintained during the term of this contract.
  59. SPAX does not guarantee that the registration and/or use of the industrial property rights or copyright will not infringe upon the rights of third parties. At the time of contract signing, SPAX is not aware of any rights of third parties that could conflict with the registration and/or use of industrial property rights and copyright. The customer exempts SPAX from any third-party claims which, for whichever legal reason, are brought against the customer in connection with contractual objects and industrial property rights, unless intent or gross negligence exists.
  60. The customer guarantees that any Internet platform operated by them via which contractual objects are marketed, offered and sold always complies with all legal requirements applicable in the state in which its headquarters are located and, if this deviates, in the state in which they place the order with SPAX. In any case, the exemptions from liability towards SPAX as stipulated in Section 59 also apply here in the same manner and to the same extent. The customer will not attack industrial property rights or support any attacks by third parties. This provision does not apply in countries in which it violates applicable legislation.
  61. Place of fulfilment, jurisdiction and applicable law

    Unless otherwise determined in the order confirmation, our place of business is the place of performance.
  62. For all legal disputes including summary procedures based on documentary evidence, the place of jurisdiction is the defendant’s place of business.
  63. The law of the Federal Republic of Germany exclusively applies to the contractual relationship. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG - “Vienna Purchasing Convention”) is excluded.
  64. Severability clause

    The agreements made in this contract are understood by both parties. Should a provision conflict with existing law, it is agreed that said provision will be replaced by one that comes closest to what the parties had intended and meets the legal requirements.

January 2022

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