Röhm - Clamping jaws catalogue Page 144
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General conditions of sale and delivery § 1 Quotation, Formation of Contract and Content of Contract 1. The present General Terms of Sale and Delivery apply exclusively. We do not recognise any terms and conditions that are contradictory or different from our own, unless we have explicitly given our written agreement to do so. Our Terms of Sale and Delivery will also apply if we effect delivery to the Purchaser without any reservation in full awareness of the contradictory or different nature of the terms of the Purchaser, as compared to our own Terms. 2. Our quotations are always subject to change without notice unless they have been explicitly described as binding. The contract will only materialise upon our written confirmation and in line with the content thereof and by way of performance/delivery on our part. If delivery/service is immediately provided without any confirmation, the invoice will also be deemed to be the order confirmation. 3. Our General Terms of Sale and Delivery will only apply to a business entity as defined in Section 14 BGB [German Civil Code]. 4. Costs for the compilation of drawings for specific constructions will be borne by the Orderer if, for reasons for which we are not responsible, the quotation does not lead to an order placement. 5. All particulars regarding weights, dimensions, services and technical data that feature in our printed matter, catalogues, price lists or in other contract documents are only approximate, unless they have been explicitly described as binding. 6. We retain the right to amend the construction and form of the subject of contract, providing this does not involve unreasonable alterations for the Orderer. 7. The documentation comprises an assembly layout, piece list with details of the wearing and spare parts, as well as operational and maintenance instructions; this is always in the German language. Documentation is only in paper form or in digital form. For digital forms, the texts are provided in the formats .TXT, .RTF or .DOC; drawings and piece lists are in the .TIF format (grid format). Any documentation in excess thereof will be billed and is subject to particular arrangement. 8. For testing, when specific temperatures, times and other measurements or control values are to apply, the appropriate measurement methods must be specified prior to delivery and acknowledged by both Parties. Unless such values are so defined, our own measurement methods will apply. 9. Samples will only be delivered subject to a fee. 10. Assurances given, ancillary agreements and changes to the contract will require the written form to be operative. It will not be possible to waive this requirement. 11. An order placement will be deemed irrevocable unless the Deliverer has agreed in writing to cancel it. 12. For export transactions, delivery will be subject to the conditions specified on the order confirmation; in addition, the respectively current version of the international trade definitions most commonly used in international sales contracts (incoterms 1953) will apply as devised by the International Chamber of Commerce. 13. In addition to the General Terms of Delivery and Sale, compliance with our “product information“ sheets, the technical data sheets as well as other product-specific publications will apply, each in their current version. § 2 Prices 1. Failing specific written agreement, prices apply as in the Federal Republic of Germany, free house plus the value added tax required by law. For export transactions, the item to be delivered is deemed sold “ex works”, unless the contract stipulates otherwise about the type of sale. For single orders for a value of goods less than 100.00 € net, a handling fee of 10.00 € plus the value added tax required by law will be charged for domestic orders and 25,00 € net for abroad orders. 2. Please note that we only despatch the consignment at the request of the customer. Irrespective of this, the rulings laid down in Section 5 will apply. 3. We bill the prices that were valid when the contract was drawn up, based on the cost factors applicable at the time. Should these cost factors (particularly material, wages, energy etc.) alter during the period between the drawing up of contract and the agreed delivery time, we will be entitled to amend prices accordingly. For export transactions, the Deliverer will be entitled to cancel that part of the order that has not yet been completed or to adjust prices appropriately if the currency in which the contract was drawn up has devalued. 4. With an „ex works” contract, the goods will be transported at the expense and risk of the Orderer. For all consignments, the respectively current version of the provisions of incoterms 1953 will apply to the insurance and bearing of risk. 5. For parts/products that are produced in line with Purchaser requirements, we will notify the Purchaser of our production quantity. The Purchaser undertakes to take receipt of the quantity thus confirmed. 6. Over-deliveries and short-deliveries are admissible up to 5%; for special tooling up to 10% is admissible, at least, however, 2 (two) pieces. The respective delivery will be billed. § 3 Modalities of Payment 1. Failing specific arrangements, payment is due without deduction and without charges within 10 days of the date of invoice - even for delivery instalments. 2. We are not bound to accept cheques or bills. In the event cheques or bills are accepted subject to prior arrangement in individual circumstances, this will only be as conditional payment, taking due account of discount charges and collection fees that are to be paid immediately in cash by the Customer. The ultimate credit entry of bills of exchange and cheques will be after their redemption. The acceptance of cheques or bills will be without prejudice for subsequent commitments to payment. We will not be liable for the punctual presentation, protest, notification and return of a bill in the event it is not honoured. 3. Any overshooting of the payment deadline will incur interest to the amount of the banks’ borrowing costs, at least, however 8% in excess of the respective basic interest rate of the European Central Bank. 4. If a bill or a cheque is not honoured on time or if a deadline for payment is overreached, all receivables still outstanding, including those that are deferred and those for which bills or cheques have been given, will become due for immediate payment. 5. The Purchaser will only be entitled to offset if the counterclaims he asserts have been established by declaratory judgment, if they are undisputed or have been acknowledged by us. The Purchaser will be authorized to exercise a right of retention to the extent his counterclaim is derived from the same contractual relations. 6. For export transactions, payments will be paid subject to the modalities of payment contracted. 7. Costs of payment transactions, particularly bank charges of foreign payment transfers to us, are in principle for debits of the client. § 4 Delivery Period 1. The delivery period we specify begins to run providing all technical issues have been fully clarified. The delivery deadlines we give are in principle not binding and only constitute a probable delivery time. 2. The compliance with our commitment to deliver depends on the Purchaser having punctually and properly fulfilled his commitments, particularly his commitment to comply with the contracted terms of payment. The right to plea non-performance of contract will be retained. This right will also be derived from commitments that have not been satisfied in full from previous deliveries. 3. The period of delivery commences upon the despatch of the order confirmation, yet not before the Orderer has provided the documents, permits, clearance papers etc. to be procured and not before the agreed deposit has been received. 4. If a fixed delivery date has been arranged, the Deliverer will effect delivery on time. Compliance with the delivery period will be deemed given if the item to be delivered has left the works or the readiness for despatch has been notified before the expiry of said delivery period, subject to timely and accurate delivery from our own suppliers. If the Orderer amends parts of the consignment to be delivered, the delivery period will run anew upon confirmation of said amendment. 5. Force majeure, war, uprising, strike, lock-out or measures enforced by the authorities for whatever reason that impede delivery, as well as a lack of raw materials, means of transport and theft – even with our own suppliers – will release the Deliverer from his commitment to deliver within the specified period of time. The Orderer will be notified immediately of the occurrence of the hindrance and of the likely repercussions. 6. It is admissible to effect delivery prior to the expiry of the specified delivery period and to deliver in appropriate instalments. 7. Compliance with the delivery period depends on the fulfilment of all contractual duties of the Orderer. 8. In the event of delivery delays or of the impossibility of delivery, the provisions of Section 10 will apply. § 5 Transfer of Risk and Taking Receipt 1. Risk will pass to the Orderer at the latest with the despatch of the consignment, even if delivery is to be in instalments or if we still have other services to provide, e.g. despatch costs or transport and delivery as well as installation. 2. At the request and at the expense of the Orderer, we will ensure insurance cover of the consignment to be delivered for theft, breakage and damages from transportation, fire and water and for other insurable risks. 3. If despatch is delayed for reasons for which the Orderer is responsible, the risk will pass to the Orderer as from the date of readiness for despatch; nevertheless, we undertake to ensure insurance cover at the request and expense of the Orderer as called for by the Orderer. 4. Even if the delivered items feature insignificant defects, the Orderer will take receipt thereof irrespective of the rights laid down in Section 8. § 6 Default of Acceptance, Call-off Orders 1. If the Orderer fails to take receipt of the items contracted on time, we will be entitled to set the Orderer a subsequent period of grace after which we will be entitled to dispose of the items otherwise and supply the Orderer subject to a subsequently lengthened delivery period. Irrespective of this, we will be entitled to withdraw from the contract as defined in Section 326 BGB [German Civil Code] and to call for compensation for damages owing to non-performance. In the event we call for compensation for non-performance, we will be able to claim compensation of 25% of the agreed price plus value added tax without having to provide evidence. We retain the right to assert actual damages of a greater dimension. 2. Orders, which we confirm for call-off must be accepted within one year of the date of order placement at the latest - unless otherwise arranged. The same will apply to fixed reservations or to permanent “call-off statuses. Section 6.1 will apply accordingly in the event the goods are not called off. § 7 Retention of Title 1. The items for delivery (the goods subject to the retention of title) will remain our property until all claims to which we are entitled from the Purchaser from the business relations have been satisfied in full. Where the value of all security interests to which we are entitled against the Purchaser exceeds all secured claims by more than 10%, we will release some of the security interests as appropriate at the request of the Purchaser. 2. During the period in which title to the goods is retained, the Purchaser is not allowed to pledge or assign the goods as security and is only permitted to resell to resellers in normal business transactions and only providing the reseller receives payment from its own customer or subjects the customer’s ownership of the item to the full satisfaction of the customer’s commitments to payment. 3. In the event of attachment, seizure or any other disposition or third-party intervention in respect of the goods, the Purchaser will notify us immediately so that we can file action subject to Section 771 ZPO [German Code of Civil Procedure]. If the third party is not able to reimburse us for the court and out-of-court costs of legal action pursuant to Section 771 ZPO, the Purchaser will be liable for the loss we thus incur. 4. The Purchaser undertakes to treat the item purchased with care. In particular, the Purchaser undertakes at his own expense to ensure it is adequately insured at reinstatement value against damages from fire, water and theft. Should maintenance and inspection work be required, the Purchaser will have this carried out in good time at his own expense. 5. In the event of breaches of duty on the part of the Purchaser, particularly with default in payment, we will be entitled to cancel the contract and to take back the goods; the Purchaser undertakes to surrender the goods. If we take back the goods and/or assert the retention of title, this does not mean we are cancelling the contract, unless we have explicitly declared as much.
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