General Terms and Conditions of Sale and Delivery of CNCTEILE24 GmbH
As of 16.10.2021
1. General provisions, scope of application
1.1 These General Terms and Conditions of Sale and Delivery (hereinafter referred to as “GTC”) shall apply to all business relations between CNCTeile24 GmbH, Ringbahnstraße 16-20, 12099 Berlin, Germany, entered in the Commercial Register of the Charlottenburg District Court HRB 209482 B (hereinafter referred to as “CNCTeile24”) and you (hereinafter referred to as “Customer”). The GTC shall apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”). The GTC shall form an integral part of all contracts concluded by CNCTeile24 with the Customer for the supplies or services offered by CNCTeile24. They shall also apply to all future deliveries, services or offers made by CNCTeile24 to the Customer, even if they are not separately agreed again.
1.2 The GTC shall also govern the initiation of contracts for the supplies or services offered by CNCTeile24 and the exchange of information in this respect between the Customer and CNCTeile24.
1.3 The GTC shall only apply if the Customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
1.4 The GTC shall apply exclusively. Any deviating, conflicting or supplementary General Terms and Conditions of the Customer shall only become an integral part of the contract if and to the extent that CNCTeile24 has expressly consented to their application in writing (e.g. e-mail, letter). This consent requirement shall apply in any case, for example even if CNCTeile24 accepts an order with knowledge of the Customer’s GTC.
2. Offer, conclusion of contract
2.1 CNCTeile24 is the competent partner for the production of mechanical components. Customer requests for manufacturing projects (“Project Requests”) to CNCTeile24 can be made in writing or by e-mail or fax or (remotely) verbally. In addition, CNCTeile24 hosts and maintains an online platform available on the website [URL] (“Customer Platform”), which also enables Customers of CNCTeile24 to submit project inquiries.
2.2 For project enquiries via the Customer Platform, the Customer agrees to provide the data requested in the contact form truthfully, accurately, currently and completely (the “Contact Data”).
2.3 Upon receipt thereof, CNCTeile24 shall analyse the project inquiry and, if necessary, obtain quotations from suppliers and partner companies. On the basis of the information obtained therefrom, CNCTeile24 shall calculate the expected price and the expected delivery time for the Goods (hereinafter “Production Information”) and inform the Customer thereof. CNCTeile24 points out that the Production Information is based, among other things, on offers from suppliers and partner companies of CNCTeile24 that are subject to deadlines. If these deadlines expire, the expected prices and expected delivery times communicated with the Production Information may change. This is typically the case after the expiry of 20 working days after receipt of the manufacturing information, so that a subsequent order may require a recalculation. The same applies if the information provided by the Customer in the binding order differs from that in the project inquiry (e.g. with regard to the number of pieces).
2.4 The Customer’s order of the Goods shall be deemed a binding offer of contract. CNCTeile24 shall be entitled to accept this contractual offer within 2 weeks of its receipt. CNCTeile24 shall inform the Customer without delay of any delays in the acceptance process.
2.5 CNCTeile24 shall accept the order electronically by sending an order confirmation. The order and the order confirmation, including these GTC, shall form the contractual basis for CNCTeile24’s services (“Production Contract”).
2.6 CNCTeile24 shall be entitled to commission third parties to manufacture the parts ordered by the Customer under a manufacturing project. In connection with the preparation of offers and/or the execution of contracts, it may also be necessary for CNCTeile24 to transmit (anonymised) data and information of the Customer to suppliers and partner companies. This shall not require the Customer’s consent. CNCTeile24 shall also not be obliged to inform the Customer thereof.
3. Obligations of the Customer
3.1 The Customer shall be obliged to provide CNCTeile24 with a complete and correct specification for the execution of the manufacturing project. All drawings, graphics, samples and other information provided by the Customer to CNCTeile24 in connection with the manufacturing project or to which CNCTeile24 is granted access in this context shall be correct and complete in every respect.
3.2 The Customer warrants to CNCTeile24 that it is entitled to use the specifications and grants CNCTeile24 the rights of use required to perform the order. This shall in particular also include the transmission to partner companies and other contractual partners of which CNCTeile24 makes use for the performance of the contractual services and deliveries.
3.3 The Customer also assures that the Goods ordered under a manufacturing contract are (a) ordered and used by the Customer for lawful purposes only; (b) is not used by the Customer as a safety component within the meaning of the Machinery Directive 2006/42/EC; (c) is not used by the Customer as or for weapons, weapons of war within the meaning of the War Weapons Control Act or commissioned for this purpose; (d) is not intended and used for export to the United States of America.
4. Prices, terms of payment
4.1 The price stated in the manufacturing contract is binding. The prices are ex works, plus the respective statutory value added tax and excluding the costs for packaging, unless expressly agreed otherwise. Any customs duties, fees, taxes and other public charges are not included in the price and shall be borne by the Customer.
4.2 CNCTeile24 may invoice the Customer for the products at the same time as or at any time after the notification is sent that the products are ready for collection.
4.3 The purchase price is due for payment within 30 days from the date of invoice without deduction. The date of receipt by CNCTeile24 shall be decisive for the date of payment. If the Customer fails to make payment when due, interest shall be charged on the outstanding amounts from the due date at a rate of 9 percentage points above the respective base rate per annum. We reserve the right to assert further damage caused by default.
4.4 The Customer shall only be entitled to offset counterclaims or to withhold payments due to such claims if the counterclaims are undisputed or have been legally established or arise from the same order under which the delivery in question was made.
4.5 CNCTeile24 shall be entitled to perform or render outstanding deliveries or services only against advance payment or the provision of security if, after conclusion of the contract, it becomes aware of circumstances which are likely to substantially reduce the Customer’s creditworthiness and as a result of which payment by the Customer of CNCTeile24’s outstanding claims under the respective contractual relationship is jeopardized.
We would like to point out that data transmission on the Internet (e.g. when communicating by e-mail) can have security gaps. Complete protection of the data against access by third parties is not possible.
5. Delivery, delivery time
5.1 Deliveries shall be made ex works (EXW Incoterms 2020). If, in deviation therefrom, shipment of the Goods has been agreed, the risk of accidental loss and accidental deterioration of the Goods shall pass to the Customer at the latest upon handover of the Goods (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or CNCTeile24 has assumed other services (e.g. shipping or installation).
5.2 Deadlines and dates for deliveries and services promised by CNCTeile24 shall always apply only approximately unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarder, carrier or other third party commissioned with the transport.
5.3 The delivery date accepted by CNCTeile24 shall be subject to receipt of the Goods from any partner companies in a correct and timely manner in terms of content and scope. If this advance delivery cannot be received accordingly for reasons for which CNCTeile24 is not responsible, CNCTeile24 shall inform the Customer thereof without undue delay.
5.4 CNCTeile24 shall be entitled to make partial deliveries if (i) the partial delivery is usable by the Customer within the scope of the contractual purpose, (ii) the delivery of the remaining ordered Goods is ensured, and (iii) the Customer does not incur any significant additional expenses or costs as a result (unless CNCTeile24 agrees to bear such costs).
5.5 If CNCTeile24 is in default with a delivery or service or if a delivery or service becomes impossible, irrespective of the reason, CNCTeile24’s liability for damages shall be limited in accordance with sec. 8 of these GTC. 8 dieser AVB beschränkt.
5.6 Insofar as an acceptance is to take place according to the Production Contract, the Customer must carry it out within 10 working days after delivery. If this does not occur, acceptance shall be deemed to have taken place unless the Customer notifies us in writing of precisely defined defects within this period, without prejudice to Clause 7.3 of these GTC. The date of receipt of the complaint by CNCTeile24 shall be decisive for compliance with the deadline. Acceptance shall also be deemed to have taken place if the Goods have been put to use.
6. Retention of title
6.1 CNCTeile24 shall retain title to the Goods delivered to the Customer until the purchase price has been paid in full and until all claims arising from the contractual relationship with the Customer and existing at the time of delivery have been satisfied.
6.2 The Customer shall store the Goods free of charge for CNCTeile24. He shall be entitled to process and sell the Goods in the ordinary course of business. Pledges and transfers by way of security shall not be permitted.
6.3 If the Goods are processed by the Customer, it is agreed that the processing shall be carried out on behalf and for the account of CNCTeile24 as manufacturer and that CNCTeile24 shall acquire direct ownership or – if the processing is carried out from materials of several owners and the value of the processed item exceeds the value of the products – co-ownership (fractional ownership) of the newly created item in the ratio of the value of the Goods to the value of the newly created item. If CNCTeile24 does not acquire such ownership, the Customer shall transfer its future ownership or – in the aforementioned proportion – co-ownership of the newly created item to CNCTeile24 as security already at this point in time. If the Goods are combined or inseparably mixed with other items to form a single item and the other item must be regarded as the main item, the Customer shall – insofar as it is the owner of the main item – transfer co-ownership of the single item to CNCTeile24 in the ratio specified in sentence 1.
6.4 In the event of resale of the Goods or processed products, the Customer hereby assigns to CNCTeile24 by way of security any claims arising against the purchaser – in the event of CNCTeile24’s co-ownership of the Goods in proportion to the corresponding co-ownership share. The same shall apply to other claims which take the place of the Goods or otherwise arise in respect of the Goods, such as insurance claims or claims in tort in the event of loss or destruction.
6.5 If the Customer has not paid for the products in full by the due date, the Customer hereby grants CNCTeile24 the irrevocable authority (or procures such authority for CNCTeile24) to repossess the unpaid Goods in whole or in part at any time after the due date and to gain access to the premises of the Customer or any third party concerned in order to take all necessary steps to recover such Goods and to remove the same from the said premises.
6.6 CNCTeile24 shall release the Goods subject to retention of title and the items or claims replacing them at the Customer’s request if their value exceeds the amount of the secured claims by more than 50%. The choice of the items to be released thereafter shall be made by CNCTeile24. Die Auswahl der danach freizugebenden Gegenstände liegt bei CNCTeile24.
7. Warranty, notices of defects
7.1 In the event of defects, the statutory warranty provisions shall apply unless otherwise stipulated below.
7.2 Insofar as the Customer provides CNCTeile24 with a specification of the Goods to be manufactured, CNCTeile24 exclusively warrants compliance with such specification. The specification conclusively describes the quality of the products; CNCTeile24 shall not assume any further warranty or guarantee, e.g. the suitability of the product for a specific purpose.
7.3 The delivered Goods shall be inspected carefully immediately upon delivery to the Customer or to a third party designated by the Customer. With respect to obvious defects or other defects that would have been apparent upon immediate, careful inspection, the goods shall be deemed approved by the Customer if CNCTeile24 does not receive a written notice of defect within 7 (seven) working days after delivery. With respect to other defects, the Goods shall be deemed to have been approved by the Customer if CNCTeile24 does not receive a written notice of defect within 7 (seven) working days of the date on which the defect became apparent; however, if the defect was already apparent at an earlier date in the course of normal use, such earlier date shall be decisive for the commencement of the period for giving notice of defect.If the Customer claims a defect, it shall describe the defect in detail in order to enable CNCTeile24 to examine the defect.
7.4 At the request of CNCTeile24, the Goods subject to complaint shall be returned to CNCTeile24 carriage paid. In the event of a justified complaint, CNCTeile24 shall reimburse the costs of the most favourable shipping method. This shall not apply if the costs increase because the Goods are located at a place other than the place of intended use.
7.5 In the event of material defects or defects of title in the delivered Goods, CNCTeile24 shall be obliged to provide subsequent performance. CNCTeile24 may, at its discretion, either remedy the defect (repair) or deliver a new item (replacement). Subsequent performance shall not, however, include removal of the defective item or re-installation if CNCTeile24 was not originally obliged to install the item. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the Customer may withdraw from the contract or reasonably reduce the purchase price.
7.6 In the event of defects of title, CNCTeile24 shall also be entitled, at its own discretion, to acquire any necessary rights of use or to adapt the contractual Goods or delivery within the scope of the specification in such a way that there are no (more) defects of title. Insofar as the parties agree on spatial restrictions of use, any defects of title may also only be asserted with regard to the area agreed in this respect.
7.7 If a defect is due to the fault of CNCTeile24, the Customer shall be entitled to claim damages in accordance with section 8.
7.8 The warranty claim shall lapse if and to the extent that the Customer modifies the delivered goods or has them modified by third parties without CNCTeile24’s consent and the rectification of defects is thereby rendered impossible or unreasonably difficult. In any case, the Customer shall bear the additional costs of remedying the defect resulting from the modification. In jedem Fall hat der Kunde die durch die Änderung entstehenden Mehrkosten der Mängelbeseitigung zu tragen.
7.9 The warranty period shall be one year from delivery or, if acceptance is required, from acceptance. This period shall not apply to claims for damages by the Customer arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by CNCTeile24 or its vicarious agents, which shall each be time-barred in accordance with the statutory provisions.
8. Liability, indemnification
8.1 Claims of the Customer for damages are excluded. Excluded from this are claims for damages by the Customer arising from injury to life, limb or health or from the breach of material contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty, fraudulent intent or the breach of a quality guarantee by CNCTeile24, its legal representatives or vicarious agents. Material contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract. Claims under the ProdHaftG shall remain unaffected.
8.2 In the event of a breach of a condition which goes to the root of the contract, CNCTeile24 shall be liable only for the foreseeable damage which is intrinsic to the contract and which has been caused by simple negligence, unless the Customer’s claims for damages are based on injury to life, body or health, fraudulent intent, breach of a warranty as to quality or liability under the German Product Liability Act (ProdHaftG).
8.3 The aforementioned exclusions and limitations of liability shall apply equally to organs, legal representatives, employees or other vicarious agents of CNCTeile24.
8.4 The Customer shall indemnify and hold CNCTeile24 harmless from and against any and all loss or damage arising from or in connection with the Customer’s breach of its obligations under Clause 3. The Customer shall indemnify and hold CNCTeile24 harmless from and against any loss or damage arising from or in connection with a breach by the Customer of its obligations under this clause, including reasonable legal costs.
9. Force majeure
9.1 Force majeure shall be deemed to exist if an external event occurs which is not attributable to the sphere of risk or control of the parties, is unforeseeable and cannot be averted even by exercising the utmost diligence and as a result of which one party is prevented in whole or in part from rendering the performance owed by that party.
9.2 In the event of force majeure as defined in para. 9.1 the mutual obligations shall be suspended for the duration of the force majeure event, provided that the prevented party has immediately informed the other party of the occurrence of the force majeure event. Insofar as the event of Force Majeure impairs but does not preclude the performance of the affected party, such party shall be entitled to reduce the services owed under this Agreement at its own discretion and taking into account the interests of the other party to a reasonable extent for the period of the Force Majeure.
9.3 If the effect of force majeure lasts longer than three months, the party not affected in each case shall be entitled to withdraw from the Production Contract specifically affected.
10. Property rights
Each party shall remain the owner of all its Intellectual Property Rights. The Customer shall not be granted any rights of use to the Goods or deliveries unless expressly agreed in writing by the Parties. Any rights of the Customer under Clauses 7 and 8 shall remain unaffected.
11.1 The Customer undertakes to keep confidential all information transmitted or presented in any manner whatsoever (disclosed orally or in writing) relating to CNCTeile24’s business, affairs, activities, Customers, processes, budgets, pricing procedures, product information, strategies, developments, trade secrets, know-how, personnel or suppliers, as well as all information derived from such information and any other information clearly designated by CNCTeile24 as confidential or information which may reasonably be regarded as confidential (“Confidential Information”). Confidential Information may not be disclosed in whole or in part to any third party without the prior written consent of CNCTeile24, except to its directors, employees, agents or tax or legal advisors involved in the performance of this Agreement who are subject to a statutory duty of confidentiality, in each case provided that they need to know such information (“need-to-know”) and are subject to confidentiality obligations equivalent to those described in this clause. 11.1.
11.2 The Confidential Information may be used solely in connection with the exercise or exercise of rights and/or the performance of obligations under these Terms and Conditions of Purchase and the Manufacturing Agreements entered into hereunder and not otherwise for the receiving party’s own benefit or for the benefit of any third party.
11.3 The confidentiality obligation shall not apply to Confidential Information or parts of Confidential Information (i) which CNCTeile24 has agreed in writing to disclose, (ii) which was publicly available at the time of disclosure or became publicly available thereafter, (iii) which was disclosed to the Customer by a third party without a confidentiality obligation, (iv) which was developed by the Customer independently of the Confidential Information, or (v) which must be disclosed due to applicable statutory provisions or binding official or court order. In such case, the Customer may disclose CNCTeile24’s Confidential Information only to the extent required by law. Unless legally inadmissible, the Customer requested to disclose Confidential Information shall be obliged to notify CNCTeile24 in text form without delay prior to any disclosure of Confidential Information and to agree on the scope of such disclosure.
12. Final provisions
12.1 Amendments or supplements to these GTC must be made in writing in order to be valid, and express reference must be made to these GTC. This also applies to any agreement to deviate from or waive this formal requirement.
12.2 These GTC and the contracts concluded between CNCTeile24 and the Customer under these GTC shall be governed by the laws of the Federal Republic of Germany, to the exclusion of the Convention on Contracts for the International Sale of Goods (CISG).
12.3 The parties agree that the place of performance and exclusive place of jurisdiction for disputes arising from these GTC and contracts concluded under these GTC shall be Berlin.
12.4 Should any provision of these GTC be invalid, this shall not affect the validity of the remaining provisions of the GTC. Rather, the provision shall be replaced by a provision that is legally permissible and comes as close as possible to the original provision.