General Terms and Conditions of Business

1 Scope of application

1.1 Our General Terms and Conditions of Sale apply exclusively to all our deliveries and services, including related advice and information. We do not recognise the customer's general terms and conditions. Our terms and conditions shall also apply if we carry out the delivery to the customer without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.
1.2 All agreements, including collateral agreements, must be made in writing to be valid.

1.3 Our customers' data shall be stored (§§ 28, 33 BDSG).

2 Offers

2.1 Our offers are non-binding. The order shall only become binding on us when we confirm it in writing or commence fulfilment. Our written order confirmation (or in the case of immediate execution: the invoice to be understood as order confirmation) determines the scope of the order.
2.2 If the customer provides us with equipment or tools for repair or inspection, the actual labour costs shall be charged for the cost estimate. Delivery and dispatch shall be at the customer's expense. Freight paid for repairs delivered carriage forward will be invoiced (with the exception of warranty cases).

3 Prices, terms of payment

3.1 Unless otherwise agreed, the net prices valid on the day of the order (according to price lists and catalogues) shall apply ex works excluding freight, packaging, insurance and VAT. We shall choose the route and type of despatch at our discretion, unless written agreements have been made.
3.2 We charge € 35.00 for processing each order with a value of less than € 150.
3.3 Our invoices are due on the date stated on the invoice (30 days after invoicing). Cheques and payment orders shall only be accepted by us on account of performance; payment shall only be deemed to have been made when credited to our account. We do not accept bills of exchange as payment. Repairs and maintenance are services and are cash expenses. These invoices are payable net within 10 days and cannot be discounted.
3.4 If the customer is in default of payment, we shall be entitled to demand default interest of 3% p.a. above the respective Bundesbank discount rate as well as € 30.00 for each payment reminder/reminder. The customer and we reserve the right to prove a lower or higher damage caused by default in individual cases.
3.5 Discounts granted shall be cancelled if the customer is in default of payment, if judicial or extrajudicial composition proceedings are instituted or if a petition in bankruptcy is filed against the customer. In such cases, we shall be entitled to charge the customer for the discounts initially granted and to demand immediate payment of all outstanding invoice amounts, including deferred invoice amounts.
3.6 Offsetting against our claims is only permissible if the customer can offset against a legally established claim or a claim expressly recognised by us. The same applies to the assertion of rights of retention to the amounts stated in our invoices.
3.7 For new customers, only the payment methods prepayment or PayPal apply for the first order, immediately and without deduction. From the second order onwards, payment by invoice is possible, subject to a positive credit rating.

4 Deliveries and services

4.1 Delivery periods or dates are only binding if agreed in writing. The delivery period shall be extended by the duration of the hindrance if force majeure, strike or lockout or other events beyond our control prevent the fulfilment of the delivery obligation. This shall also apply if the circumstances occur at subcontractors. The customer shall be informed immediately of the beginning and end of such hindrances. If fulfilment of the contract is unreasonable for us or the customer due to the delay in delivery, both shall be entitled to withdraw from the contract. The retention of the delivery period presupposes the fulfilment of the customer's contractual obligations.
4.2 In the case of larger orders, partial deliveries in terms of time and quantity are permissible and can be invoiced separately.
4.3 If the customer is in default of acceptance or violates other obligations to co-operate, we may demand compensation for the damage incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item shall also pass to the customer at the time at which the customer defaults on acceptance.
4.4 If the customer does not accept the ordered goods despite the setting of a grace period, we may demand compensation for non-performance in the amount of 25 % of the value of the goods not accepted plus value added tax without special proof; the customer is entitled to prove that we have incurred no or only minor damage.
4.5 In the case of trial deliveries or deliveries to bridge repair times, the customer shall be liable for damage caused by improper or negligent use.
4.6 In the event of delayed delivery or impossibility for which we are responsible, the customer shall be entitled to withdraw from the contract under the statutory conditions. Claims for damages on the part of the customer due to delays in delivery or non-fulfilment due to delay or subsequent impossibility are excluded, unless there is intent or gross negligence on our part or at least negligent breach of essential contractual obligations. Liability with regard to the breach of essential contractual obligations without gross negligence shall, however, be limited to compensation for typical foreseeable damage.

5 Dispatch

5.1 The goods are delivered or dispatched at the buyer's risk. Unless otherwise agreed, the route and means of despatch shall be at our discretion. The risk shall pass to the customer when the goods are handed over to a forwarding agent or carrier, but at the latest when the goods leave our warehouse.
5.2 If dispatch is delayed at the request or through the fault of the customer, the risk shall pass to the customer from the day on which the goods are ready for dispatch.
5.3 At the customer's request and expense, the consignment will be insured against theft, breakage, transport, fire and water damage and other insurable risks.

6 Retention of title

6.1 The goods shall remain our property until full payment of all outstanding claims arising from the business relationship. In the case of current accounts, the reserved property shall be deemed to be security for our balance claim.
6.2 The handling and processing of the reserved goods shall be carried out on our behalf without any obligations arising for us. If our goods are processed, combined or mixed with other goods not belonging to us, we shall be entitled to co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the value of the other processed, combined or mixed goods at the time of processing, combining or mixing. If the customer acquires sole ownership of the new item, he hereby assigns to us co-ownership of the new item in the ratio of the invoice value of our reserved goods to the value of the other processed, combined or mixed goods at the time of processing, combining or mixing and shall store these for us with the care of a prudent businessman.
6.3 Resale of the delivered goods, regardless of whether unprocessed or processed or combined or mixed, is only permitted to resellers in the ordinary course of business subject to retention of title and only if the claim from the resale is transferred to us. The customer is prohibited from pledging the goods or assigning them as security, as is the agreement of a prohibition of assignment. The customer must inform us immediately of any seizure by third parties or any other impairment of our rights by third parties. The customer hereby assigns to us in advance all claims to which he is entitled now or later from the resale or any other legal reason with regard to the goods delivered by us as soon as they arise in the amount of the value of the reserved goods. We accept the assignment. The value of the goods subject to retention of title is our invoice amount plus a security surcharge of 10%, which, however, shall not be recognised if it is opposed by third party rights. In the event of the resale of our goods after processing, combining or mixing or the resale of the new item created by processing, combining or mixing, the claim against the purchaser's customer shall be assigned in the amount of the invoice value of our processed, combined or mixed goods or only in the amount corresponding to our share of the co-ownership, if this is lower. This shall also apply in the event of sale after our goods have become an integral part of another item through combination or processing.
6.4 The customer is authorised to collect the claims arising from the resale until our revocation. At our request, the customer shall inform us of the debtors of the assigned claim, provide us with the information and documents required to assert our rights against the debtors and notify the debtors of the assignment.
6.5 If the value of the securities provided to us exceeds our claims by a total of more than 15 %, we shall be obliged to release securities of our choice at the request of the customer. Upon settlement of all our claims arising from the business relationship, ownership of the reserved goods and the assigned claims shall be transferred to the customer.

7 Warranty

7.1 Complaints due to obvious or recognisable defects can only be considered if they are reported in writing immediately, at the latest within eight days of receipt of the goods, hidden defects within eight days of discovery.
7.2 The warranty period for commercial customers is 12 months.
7.3 If there is a defect in the purchased item for which we are responsible, we shall be entitled, at our discretion, to remedy the defect or make a replacement delivery.
7.4 The customer must give us the necessary time and opportunity to carry out all repairs and replacement deliveries that we deem necessary at our reasonable discretion. The customer shall provide us with labour if requested.
7.5 We accept no liability for damage caused by the following reasons:
- natural wear and tear
- excessive use
- use in non-compliance with our operating instructions
- unsuitable or improper use
- incorrect assembly or commissioning by the customer or third parties
- subsequent modification by the customer or third parties
- incorrect or negligent handling
- unsuitable operating materials
7.6 If we are not prepared or not in a position to remedy the defect/replacement delivery, or if this is delayed beyond a reasonable period of time for reasons for which we are responsible, or if the remedy of the defect/replacement delivery fails in any other way, the customer shall be entitled, at his discretion, to demand cancellation of the contract or a corresponding reduction of the purchase price.
7.7 If the customer or third parties carry out improper modifications or repair work on the delivery item without the supplier's prior authorisation or with authorisation, we shall not be liable for the resulting consequences.
7.8 We, our legal representatives and vicarious agents shall not be liable for damages which occur within the scope of the warranty due to breach of secondary contractual obligations, due to faulty advice, due to culpable breach of the obligation to repair or replace or due to other legal reasons, and in particular also insofar as these damages do not occur to the delivery item itself, unless there is intent or gross negligence on our part or at least negligent breach of essential contractual obligations. Liability for gross negligence with regard to vicarious agents, insofar as these are not executive employees, as well as with regard to the breach of essential contractual obligations without gross negligence is, however, limited to compensation for the foreseeable damage typical for the contract. Claims for damages due to the absence of warranted characteristics are also excluded if the warranty was not intended to avoid typical consequential damage.

8 Liability

8.1 Claims for damages against us and our legal representatives and vicarious agents, in particular for damage not caused to the delivery item itself, in particular due to breach of secondary contractual obligations, incorrect advice, culpa in contrahendo and tort, are excluded, unless we are guilty of intent or gross negligence or at least negligent breach of essential contractual obligations. However, liability for gross negligence with regard to vicarious agents, insofar as these are not executive employees, and with regard to the breach of essential contractual obligations without gross negligence is limited to compensation for typical foreseeable damage.
8.2 The above limitations and exclusions of liability shall not apply if we are liable under the Product Liability Act or other national laws implementing the EC Directive on Product Liability. This shall also apply in cases of clause 7.7.

9 Rights of cancellation of the supplier

9.1 If, after conclusion of the purchase contract, we become aware that the purchaser has been seized without success or if we receive other
other equally important indications of the customer's financial collapse, we may demand security for the consideration or advance payment.

10 Place of fulfilment, place of jurisdiction, applicable law

10.1 Even if we dispatch the goods to the customer, our place of business shall remain the place of fulfilment.
10.2 The place of jurisdiction for all disputes with registered traders or persons who do not have a general place of jurisdiction in Germany, including actions relating to bills of exchange and cheques, shall be our registered office or, at our discretion, the registered office of the customer.
10.3 German law shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods are excluded. Insofar as clauses defined in the lncoterms are agreed, the latest version of the lncoterms 1990 shall apply.
10.4 Should any of the above provisions be invalid in whole or in part, this shall not affect the validity of the provision(s) or the contract as a whole. To the extent permitted by law, a provision that comes as close as possible to the economic purpose of the invalid provision shall be deemed to have been agreed.

11 Technical information

The technical information contained on the website www.kw-hydraulik.de originates from the information published by the manufacturers of the goods contained in our catalogue. The company that owns this website therefore reserves the right to change/adapt the technical and dimensional information of the manufacturers without prior notice.