General Terms and Conditions of 3Axisgroup GmbH
1.1 For the entire business relationship between 3Axisgroup GmbH and the purchaser, including the future ones, these general terms and conditions of sale and delivery apply exclusively. Other conditions of purchase or other terms and conditions of the buyer are hereby rejected. They will not be applied. 3Axisgroup GmbH is entitled to change its General Terms and Conditions of Sale and Delivery with effect for the future entire business relationship with the purchaser after a corresponding notification.
1.2 In case there exists a framework agreement between the purchaser and 3Axisgroup GmbH this general terms of purchase and sale are becoming effective for both this framework agreement and the single order.
2. Contract Conclusion
2.1 Offers from 3Axisgroup 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. 3Axisgroup 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.
2.2 Orders of the purchaser are legally binding. Insofar as no other written confirmation from 3Axisgroup GmbH is given the delivery or invoice is binding as confirmation of the order.
2.3 Concerning the content of orders and agreements a written confirmation by 3Axisgroup 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 3Axisgroup GmbH within seven days is considered being not promptly.
3. Terms of Delivery/Shipment/Delay in Delivery
3.1 Delivery dates and deadlines shall only be meant to have been approximately agreed unless 3Axisgroup GmbH has expressly made a written commitment as binding. In the case of late clarification of all details of the order by the buyer as well as the non-timely provision of all advance payments of the buyer, the delivery dates shall be extended accordingly. Delivery dates are meant to be adhered to with notification of readiness for dispatch.
3.2 3Axisgroup GmbH is entitled to dispatch partial deliveries as far as they do not fall below a reasonable lower limit.
3.3 The purchaser has to check and acknowledge the delivery note. Any objections must be reported to 3Axisgroup GmbH in writing without delay. Otherwise, the acknowledged delivery quantity is considered as accepted.
3.4 In case of delivery delays due to breakdowns, official measures, failure of delivery to 3Axisgroup GmbH or force majeure, the delivery period shall be extended accordingly. Force majeure shall also apply to industrial action including strikes and legal lockouts in the operations of 3Axisgroup GmbH or the subcontractors of 3Axisgroup GmbH. Claims of the purchaser for damages in these cases are excluded within the limits of Section 7 (General Limitation of Liability).
3.5 If the purchaser incurs any damage caused by a delivery delay caused by 3Axisgroup GmbH, the purchaser can demand compensation of 0.5% for each week of delay, but no more than 5% of the value of the affected part of the total delivery, excluding further compensation claims. In the event of a delay in delivery, the buyer may withdraw from the contract after setting a reasonable grace period and explicit declaring that he will refuse acceptance of the service after expiry of this period, if the service is not performed within the period of grace. Further claims in the event of default in delivery, in particular claims for damages, are excluded in accordance with the provisions of Section 7 (General Limitation of Liability).
4. Prices/Terms of Payment
4.1 Prices do not include VAT (value added tax), freight, customs, postage, packaging, insurance and other expenses. Decisive for the calculation of new machines are the prices valid on the day of delivery. The packaging is calculated at cost price; their withdrawal is excluded.
4.2 In default of special agreements payment for invoices becomes due with immediate effect and without discount.
4.3 If the buyer is in default of payment, the seller is entitled to demand default interest in the amount of 10% above the base rate. We reserve the right to assert a concrete default.
4.4 Set-off rights are only available to the buyer if his counterclaims are legally established, undisputed or recognized by 3Axisgroup GmbH.
5. Passing of Risks/Acceptance
5.1 The risk shall pass to the buyer upon commencement of loading or dispatch of the delivery item, even if partial deliveries are made or if 3Axisgroup GmbH has other services, eg. B. has taken over the shipping or delivery and installation and / or commissioning. Insofar as the delivery item must be accepted, acceptance of the transfer of risk shall be decisive. The acceptance must be carried out immediately on the acceptance date, or alternatively after the supplier’s notification of readiness for acceptance, and must not be refused by the mere existence of a material defect by the buyer.
5.2 If the shipment or acceptance is delayed for reasons for which 3Axisgroup GmbH is not responsible, the risk shall pass to the buyer from the date of notification of readiness for dispatch or acceptance.
Consumer Goods Purchase Act
6. Guarantee/Warranty Claims
6.1 3Axisgroup GmbH is liable for defects in delivery to the exclusion of further claims as follows:
6.1.1 The warranty period for new products and private use (purchase of consumer goods, § 474 BGB) from passing of risk is 24 months, for commercial and/or professional use 12 months.
6.1.2 For used products, the warranty period from the transfer of risk for private use (sale of consumer goods, § 474 BGB) is 12 months, for commercial and/or professional use the warranty is excluded. Used machines are delivered with the remaining accessories in the condition in which they are at the time of the conclusion of the contract. Any liability for open or hidden defects is excluded even if the machine has not previously been inspected by the purchaser, unless 3Axisgroup GmbH has concealed the purchaser known defects intentionally or grossly negligent.
6.2 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 7 (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.
6.3 Features are assured only when they are expressly laid down in the contract. Oral statements and statements given in the documents of 3Axisgroup 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 3Axisgroup 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. 3Axisgroup GmbH is obliged to give evidence only in the event of an apparent infeasibility.
6.4 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.
6.5 The purchaser is obliged to examine the delivered goods directly on receipt at his own expenses and to inform 3Axisgroup 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 3Axisgroup 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.
6.6 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.
6.7 In the case 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 3Axisgroup 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 3Axisgroup 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 3Axisgroup GmbH for the necessary costs.
6.8 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.
6.9 In the event of warrantable claims 3Axisgroup GmbH is entitled to choose rectification of the faulty goods or replacement delivery. Repeated rectifications of the defects are admissible.
6.10 In the event of an obligation to remove defects 3Axisgroup 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.
6.11 If 3Axisgroup 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 3Axisgroup 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.
7. General Limitation of Liability
7.1 If the delivery item cannot be used by the purchaser as confirmed in the contract through 3Axisgroup 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 6 and 7.2 are valid, purchaser’s further claims are precluded.
7.2 3Axisgroup GmbH is liable for defects if they do not arise at the delivery item itself – for whatever legal reasons – onl
7.2.1 with intent,
7.2.2 at gross negligence of the owners / legal bodies or executive staff,
7.2.3 with culpable violation of life, body and health,
7.2.4 fraudulent concealment of defects or the lack of which they have guaranteed,
7.2.5 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 3Axisgroup 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.
8. Reservation of Ownership
8.1 All delivered goods shall remain the property of 3Axisgroup GmbH until such time as all claims by 3Axisgroup 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 3Axisgroup GmbH MBH 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 3Axisgroup GmbH in written form without delay.
8.2 3Axisgroup 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.
8.3 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 3Axisgroup 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 authorization of 3Axisgroup GmbH to collect the claims themselves remains untouched; however 3Axisgroup GmbH binds oneself not to collect the claims as long as the purchaser meets his liabilities to pay in proper form. 3Axisgroup 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 3Axisgroup GmbH, the claim of the purchaser against the sub-purchaser is assigned to the amount of the delivery price agreed upon between 3Axisgroup GmbH and the purchaser.
8.4 The processing or transformation of items under reserve is always made by the purchaser in favour of 3Axisgroup GmbH. The reservation of ownership comprises also products which have been processed and/or mixed inseparably with the goods of 3Axisgroup GmbH and/or are related to them up to their full value, 3Axisgroup 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 3Axisgroup 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 3Axisgroup GmbH insofar as the main item belongs to the purchaser. The purchaser keeps the ownership or co-ownership safe on behalf of 3Axisgroup GmbH. For the new item developing through processing, transformation, fusion or mixing the same is valid, like for the items under reserve.
8.5 3Axisgroup GmbH is entitled to require adequate securities for the fulfilment of liabilities of the purchaser. 3Axisgroup 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.
9. Obligation of Performance/Impossibility/Non-Fulfillment
9.1 The obligation of delivery and the delivery date shall be subject to a correct and punctual supply to 3Axisgroup GmbH themselves.
9.2 If 3Axisgroup GmbH is not in a position to furnish the complete performance prior to the transfer of risks in the event of reasons for which 3Axisgroup 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 6 and 7.
9.3 In the event of the default of acceptance or by guiltiness of the purchaser, the purchaser will be obliged to performance.
9.4 After withdrawal from the contract 3Axisgroup GmbH respectively after setting a deadline with threat of rejection 3Axisgroup GmbH is authorised to freely use the returned goods.
10. Place of performance/Place of jurisdiction/Applicable law
10.1 Unless otherwise agreed in the contract/agreement, the place of performance and jurisdiction regarding deliveries and payments for both contract partners is the place of business of 3Axisgroup GmbH.
10.2 If the purchaser is a merchant, a legal entity under public law or a special fund under public law, the place of business of 3Axisgroup GmbH is the place of performance and jurisdiction for all disputes also in the context of a bill of exchange- or check-process; legal actions can only be realized there.
10.3 Only the legislation of the Federal Republic of Germany will be applied. The application of the international private law, the unified international right and the UN sales law is excluded.
11. Legal Validity/Data Security
11.1 Should one of the regulations of these General Terms and Conditions be or become ineffective, does this not affect the validity of the contract. In its place will be applied the legal regulation. In no case will this respective regulation of the General Term and Conditions of 3Axisgroup GmbH be replaced by the business terms of the purchaser.
11.2 Any changes or additions to the contract require the written confirmation of 3Axisgroup GmbH in order to be valid; this also applies to a deviation from the contractual written form requirement itself.
11.3 Legally relevant declarations of intent such as terminations, cancellations, requests for reduction of purchase price or damages are only valid if they are written.
11.4 3Axisgroup 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 process and store them by third parties authorized by 3Axisgorup GmbH.