General Terms and Conditions

1. General Provisions

1.1 These General Terms and Conditions (GTC) apply to all contracts, deliveries, and sales of goods concluded between the Seller and the Buyer.

1.2 The Seller operates exclusively in the B2B sector. The Seller does not enter into contracts with consumers or private individuals (Section 13 of the German Civil Code - BGB).

1.3 If, in addition to these GTC, other contractual documents or individual agreements in text or written form exist, the provisions of those individual agreements shall take precedence over these GTC in the event of contradictions.

1.4 The Seller does not recognize any terms and conditions deviating from or conflicting with these GTC used by the Buyer unless expressly agreed upon in writing.

2. Subject Matter and Conclusion of Contract

2.1 The subject matter of the contract is the import, export, wholesale, retail, and distribution of cutting tools, tool systems, and related industrial goods.

2.2 Product descriptions, prices, and offers issued by the Seller (on the website, in catalogs, or via email) are non-binding and subject to confirmation unless explicitly marked as binding.

2.3 A binding contract is concluded upon written order confirmation by the Seller or by dispatch of the ordered goods to the Buyer.

3. Delivery, Transfer of Risk, and Shipping Costs

3.1 Delivery shall be executed Ex Works (EXW - Incoterms 2020) or as specified in the individual order confirmation.

3.2 Delivery dates and periods are approximate unless explicitly agreed upon as binding in writing.

3.3 The risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer upon handover of the goods to the carrier, freight forwarder, or any other person or entity designated to execute the shipment.

4. Prices and Payment Terms

4.1 All prices are quoted in Euros (EUR) as net prices ex-works, excluding packaging, shipping costs, customs duties, and statutory Value Added Tax (VAT), where applicable.

4.2 Invoices are payable within 14 calendar days from the invoice date without deduction, unless otherwise agreed upon in writing.

4.3 For international sales (intra-Community supplies within the EU), VAT exemption shall apply provided the Buyer supplies a valid EU VAT Identification Number (USt-IdNr.) prior to delivery.

5. Inspection and Notification of Defects (B2B)

5.1 The Buyer shall inspect the delivered goods immediately upon receipt to ensure completeness and freedom from defects, in accordance with Section 377 of the German Commercial Code (HGB).

5.2 Obvious defects or transport damages must be reported to the Seller in writing within 5 business days of delivery. Hidden defects must be reported in writing immediately upon discovery. Failure to notify within the prescribed period shall deem the goods accepted and defect-free.

6. Warranty and Defect Rights

6.1 The statutory warranty rights under German law shall apply, subject to the modifications in this Section.

6.2 In the event of a material defect, the Seller shall, at its discretion, remedy the defect (rectification) or deliver a defect-free item (replacement delivery).

6.3 The limitation period for warranty claims regarding delivered new goods is 12 months from the transfer of risk, unless mandatory statutory liability applies.

7. Retention of Title

All delivered goods shall remain the exclusive property of the Seller until full payment of all claims arising from the business relationship with the Buyer has been settled in full.

8. Liability and Indemnification

8.1 The Seller shall be fully liable in cases of intentional misconduct, gross negligence, injury to life, body, or health, breach of statutory guarantees, and mandatory liability under the German Product Liability Act (Produkthaftungsgesetz).

8.2 In cases of ordinary negligence breaching a material contractual obligation (cardinal obligation), the Seller’s liability shall be limited to foreseeable, contract-typical damages. Material contractual obligations refer to core duties essential for executing the contract.

8.3 Any further liability of the Seller is excluded.

9. Data Protection and Confidentiality

9.1 Both parties undertake to treat all commercial, technical, and personal data received in connection with the contractual relationship as strictly confidential.

9.2 The Seller shall handle personal data in accordance with applicable statutory data protection laws, including the EU General Data Protection Regulation (GDPR).

10. Final Provisions

10.1 This contract and all business relations between the Seller and Buyer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

10.2 Should any individual provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

10.3 If the Buyer is a merchant, a legal entity under public law, a special public-law fund, or has no general place of jurisdiction within Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Düsseldorf, Germany.