General Terms and Conditions of Sale and Delivery of Gatzsch Schweißtechnik GmbH

1. General Provisions

The following terms and conditions are exclusively applicable to our business dealings, even if the purchaser has prescribed different terms. These terms are considered accepted unless objected to immediately upon receipt of the order confirmation. Any amendments or additions made by telephone or orally must be confirmed in writing to be valid.

2. Offers

All offers are non-binding until confirmed in writing by us. Any changes, additions, or cancellation of a contract or these terms must be made in writing.

3. Prices

Prices are quoted in euros, ex-works, and exclude packaging, shipping costs, insurance, and the applicable statutory VAT. Packaging is charged at cost price and will not be taken back.

4. Delivery Times

Delivery times for our shipments begin on the date of the order confirmation and are binding. In the case of agreed fixed delivery dates, any subsequent changes to the order entitle us to reschedule the delivery dates, taking into account our operational circumstances.

In cases of force majeure—particularly material procurement difficulties occurring after the fact, operational disruptions, natural disasters, strikes, lockouts, other labor shortages, transportation shortages, government orders, or other obstacles—there will be no delay in delivery. In such cases, we are entitled to postpone the delivery or service for the duration of the hindrance, plus a reasonable start-up time.

5. Payments

Payments are to be made according to the schedule specified in the order confirmation within 10 days net cash. If a delivery delay occurs that is caused by the purchaser, payments must still be made according to the pre-agreed payment terms. A delay caused by the purchaser includes failure to provide necessary components, sample parts, or the required technical and/or other information.

6. Retention of Title

The goods sold remain our property until all claims arising from the business relationship have been fulfilled. In the event of the purchaser's breach of contract, particularly in the case of payment default, we are entitled to take back the purchased item. The act of reclaiming the purchased item does not constitute a withdrawal from the purchase contract unless we have expressly declared this in writing. However, any seizure of the item by us is always considered a withdrawal from the contract.

After the item has been reclaimed, we are entitled to sell it. The proceeds from the sale will be credited to the purchaser's outstanding debt, minus reasonable costs of sale. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased item relative to the other processed items at the time of processing.

9. Complaints

Complaints regarding the delivery due to obvious defects must be reported no later than 2 working days after the arrival of the goods.

10. Rights of the Purchaser in Case of Defects

The products we deliver comply with applicable EU regulations and standards. We do not assume any responsibility for compliance with other national regulations. The purchaser is responsible for verifying the conformity of the products with relevant laws and standards if they are used abroad, and for making any necessary adjustments. The purchaser may not assert any rights due to defects in our deliveries or services if the value or usability of the delivery or service is only insignificantly reduced. Any defects that arise from ordinary wear and tear do not constitute a defect.

If the delivery or service is defective and the purchaser has fulfilled their obligation to inspect and report defects in writing in accordance with § 377 of the German Commercial Code (HGB), we will, at our discretion, remedy the defect (subsequent performance). The purchaser must grant us a reasonable period of at least 10 working days to perform the remedy. The purchaser may claim reimbursement for expenses necessary for the purpose of remedying the defect, provided that such expenses are not increased by the fact that the item has been moved to a location other than the place specified in the contract after delivery. If the first attempt at subsequent performance fails, the purchaser must give the supplier a second opportunity to remedy the defect within 10 days. If this second attempt also fails, the purchaser may reduce the payment or withdraw from the contract.

However, withdrawal is only permitted if the purchaser has expressly threatened us in writing with such action by granting a further reasonable grace period. The purchaser’s right of recourse against us under § 478 of the German Civil Code (BGB) exists only to the extent that the purchaser has not entered into any agreements with their customer that exceed the legal claims for defects.

11. Claims for Damages

Unless otherwise specified below, claims by the purchaser that go beyond the provisions of section 10—regardless of the legal grounds—are excluded. We are therefore not liable for damages that do not occur to the delivery item itself; in particular, we are not liable for lost profits or other financial losses of the purchaser. If our contractual liability is excluded or limited, this also applies to the personal liability of employees, representatives, and agents.

The above limitation of liability does not apply if the cause of the damage is due to intent or gross negligence, in the case of personal injury, or if there is a claim for damages under the Product Liability Act. The same applies if we have provided a guarantee that contradicts these liability limitations concerning the nature of the contractual performance. In the event of negligent breach of an essential contractual obligation, liability for material damage is limited to the typically foreseeable damage. Essential contractual obligations are those that grant the purchaser legal positions to which the contract specifically entitles them according to its content and purpose, and those obligations whose fulfillment is necessary for the proper execution of the contract and on which the purchaser regularly relies and is entitled to rely.

Apart from this, our liability for damages is excluded. The assignment of claims regulated in sections 10 and 11 by the purchaser is excluded.

12. Statute of Limitations

The limitation period for claims due to defects in our deliveries and services, as well as for claims regarding our liability for damages, is one year.

13. Material Provision

If material provisions by the purchaser have been agreed upon, the purchaser must provide the material free of charge and in a timely manner, ensuring proper quality. The same applies to the documentation required for service provision, including technical specifications and guidelines. These provisions and documentation remain the property of the purchaser.

Our liability for material defects, product liability, or delivery delays is excluded to the extent that these are attributable to defects in the purchaser’s provisions, specifications, or delays that were not apparent despite timely requests.

14. Execution of Assembly Work

If service and assembly work has been commissioned or is part of the contract, the assembly sites must be freely accessible. If not, the resulting additional costs will be charged to the purchaser.

The purchaser must bear the costs for all earthworks, construction, and other non-industry-related tasks, including the necessary skilled and auxiliary workers, construction materials, and tools. This also includes the provision of necessary items and materials such as scaffolding, lifting equipment, and other devices, fuel, lubricants, energy, and water at the point of use, including connections, heating, and lighting. The purchaser must ensure the safekeeping of machine parts, apparatuses, materials, tools, etc., at the assembly site. They are also required to provide adequately large and suitable dry, lockable rooms for storage, and appropriate work and break rooms for the assembly personnel, including sufficient sanitary facilities.

Furthermore, the purchaser must protect our property and treat our assembly personnel with due care. Before starting the assembly work, the purchaser must provide the necessary information regarding the location of concealed and non-concealed electrical, gas, and water lines or other relevant data, without being asked.

15. Acceptance of Agreed Work Services

If the purchaser refuses a previously agreed pre-acceptance, commissioning acceptance, or final acceptance, the supplier is entitled to demand acceptance of their performance within 6 working days. A different deadline may be agreed upon. Pre-acceptance, commissioning acceptance, or final acceptance can only be refused due to significant defects. If acceptance is not demanded, the performance is considered accepted 6 working days after written notification of the completion of the performance. If acceptance is not requested and the purchaser has used the performance or part of the performance, acceptance is deemed to have occurred 6 working days after the start of use.

16. Industrial Property Rights and Copyrights

In principle, no transfer of usage rights to industrial property rights or copyrights that belong to us is associated with the provision of our deliveries and services. Such a transfer only occurs through separate agreements.

17. Jurisdiction

If the purchaser is a merchant, the place of jurisdiction is Olpe. All legal relationships between the purchaser and us are governed by the laws of the Federal Republic of Germany.