terms and conditions

General terms and conditions of the company Kambas GmbH, 41179 Mönchengladbach

Status: November 2021

1. General – scope
   • Our terms of delivery and payment apply to all between you and us and future contracts. We do not recognize any general terms and conditions of the customer. Rather, our terms of delivery and payment exclude them. Our terms of delivery and payment also apply if we carry out a delivery without reservation in the knowledge of conflicting or deviating conditions of the customer. We object to conflicting purchase conditions without reservation.
2. Offer and order confirmation
   • Our offers are always subject to change. If VAT is not shown separately in offers, the offer price plus statutory VAT applies.
   • Binding delivery contracts are only concluded after our order confirmation.
   • Deviations from the contractually agreed service are permitted if they are reasonable for the customer, taking into account his interests. This is particularly the case in the case of commercially available or technically unavoidable deviations. We expressly reserve the right to technical improvements.
   • We reserve all property rights and copyrights to offers, sketches, drawings and other documents. These documents may not be used for other purposes, reproduced or made accessible to third parties, even if legal copyright protection does not exist.
   • All documents that we pass on for the purpose of the offer, such as emails, pictures, drawings, sketches, CAM programming, CAD models Weight and measurement information are non-binding and only approximate, unless they are expressly designated as binding.
   • We manufacture according to drawings. If the customer provides us with corresponding drawings, he is responsible for his topicality. In the case of customer orders without the enclosed drawing, the last drawing is always considered up-to-date, regardless of what is written in the order text or other.
   • If we manufacture according to samples or after a sampling, this is the last status. If the sample has been taken off, it is considered a production release until revoked in writing. Changes must be made in writing and repaid.

3. Prices and terms of payment
   • Prices apply, unless otherwise agreed, ex works plus shipping and packaging costs and in the currently valid amount of statutory VAT.
   • Unless otherwise expressly agreed, our invoices are payable net immediately due without deduction.
   • The withholding of payments or offsetting due to any counterclaims of the customer disputed by us are not permitted.
   • If the term of payment is exceeded, we are entitled to pay due interest in the amount of 5{577EC291D4EA80A0FC07887FC7FAB708FD0E78E0F3E0C52CD77A9E52494AB5F9} above base rate (interest rate for longer refinancing transactions of the ECB).
   • We are entitled to adjust the payment target at any time, in particular if the creditworthiness is changed or the payment target is exceeded. This also applies to current orders.
   • In the event of increasing costs, including energy, material, legal changes, we are entitled to adjust our prices. We will inform the customer about this in writing.
   • Both parties have the right to withdraw from the contract in the event of price changes. This also applies to orders/frame orders that are already running and newly closed.

4. retention of title
   • We reserve ownership of the delivered goods until full payment of all receivables from the business relationship with us as reserved goods.
   • Irrespective of our reserved property, the customer is entitled to sell and process the goods as part of his proper business operations.
   • This authority ends if the customer behaves in breach of contract, especially in the event of late payment.
   • The customer is obliged to treat the purchased item with care.
   • The customer’s claim from a resale of the reserved goods is already assigned to us in the amount of the value of the reserved goods to secure all of our claims from the business relationship with the customer. The customer’s entitlement to sell the reserved goods depends on the transfer of the resulting claims to us. A resale of reserved goods by the customer to third parties, excluding the assignment of the claims arising during the resale, does not take place in the proper business operation within the meaning of Section 6.2.
   • The pledge in favor of third parties or any assignment of claims to third parties is excluded without our consent. The customer is obliged to inform us immediately of a seizure of the claims by third parties. As long as the customer is not in default of payment, he may collect the claims against third parties arising from the sale of reserved goods. On request, however, the customer is obliged to inform us of the third-party debtors at any time and, if necessary, to notify them of the assignment.
   • The processing or conversion of reserved goods by the customer is always done for us; If the reserved goods are processed with other items that do not belong to us, we acquire the co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing. With regard to our co-ownership share, the newly created item is considered a reserved goods within the meaning of these conditions. If the reserved goods are inextricably mixed with other items that do not belong to us, we acquire the co-ownership of the new item in the ratio of the value of the purchased item to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the main thing, it is deemed to be that the customer transfers co-ownership to us in proportion. With regard to our co-ownership share, the newly created item is considered a reserved goods within the meaning of these conditions. The customer keeps the resulting sole or co-ownership for us.
   • The transfer of ownership or pledging of the purchased item is only permitted with our written consent as long as the reservation of title is valid. The customer must notify us immediately in writing of attachment measures or other interventions by third parties so that we can protect our rights.
5. delivery and shipping
   • All information about delivery times is always approximate, whereby a deviation of one week before and two weeks after the specified date is possible. This does not apply if something different has been expressly agreed in writing.
   • Compliance with all delivery periods requires the timely receipt of all documents and information to be delivered by the customer, necessary permits, releases, side parts and compliance with the agreed payment conditions and other obligations.
   • When the parts are provided, agreed delivery times can only be observed if the parts provided are in-house no later than three weeks before the delivery period has expired.
   • If the payment target is exceeded, we are entitled to stop production, even if this leads to a significant delay in delivery. In this case, the customer’s claims for damages are excluded. We also reserve the right to withdraw from the order and to invoice the costs already incurred.
   • Unforeseeable and through no fault of your own, which occur or become known after the conclusion of the contract, e.g. B. Strike, lockout, war, riot, shortage of raw materials, machine damage, official measures and all other cases that we cannot influence even with the most careful action, extend the delivery times for the duration of their existence. If adherence to the contract is unacceptable for the customer or for us, then there is a right of withdrawal and termination for both contracting parties.
   • In these cases, the customer’s claims for damages are excluded. The aforementioned circumstances are also not responsible for us if they occur during an existing delay.
   • If we are not supplied by our sub-supplier on time for reasons not for which we are not responsible, we may withdraw from the contract with the customer if we have informed the customer of the circumstance immediately. In the event of withdrawal, we will refund any payments received immediately.
   • In the case of delivery of partial deliveries, the customer is obliged to accept them, insofar as the remaining delivery takes place in a maximum of two subsequent deliveries within a further month.
6. Material Provisions
   • We assume no liability for the technical functionality and quality defects of the parts provided by the customer. We reserve the right to refuse the installation of materials and semi-finished products if they do not meet the quality requirements and specifications of our company.
   • If the materials are provided within a framework order after the grace period has expired in accordance with Section 5.3. If the customer is obliged to accept the contractual products of our house without installing the materials provided.
   • We are liable for damages that arise to materials and other objects (materials, tools, machines, etc.) provided for processing by the customer for processing, only in the event of intent or grossly negligent breach of essential contractual obligations to the extent of the regulations in Section 8.6. to these objects due to slight negligence or the grossly negligent breach of non-essential contractual obligations by us or our employees are excluded from liability. In this respect, the purchaser is recommended to take out insurance for his materials. Such insurance can also be taken out through us when the order is placed.
7. Frame Delivery Orders
   • If a framework delivery contract is concluded, the acceptance period for the customer is 12 months from the day of the order confirmation, unless a different written agreement has been made.
   • Furthermore, our terms and conditions also apply to frame delivery orders.
8. Warranty, Liability
   • Defects must be reported in writing, open immediately, for hidden ones a period of 6 months after delivery applies. Otherwise, the assertion of claims for defects is excluded. The customer has the full burden of proof for all eligibility requirements, in particular for the defect itself, for the time of the determination of the defect and for the timeliness of the notice of defects.
   • If there are minor deviations in the delivery quantity compared to the order confirmation, these are to be accepted by the customer, if reasonable. An additional or short delivery of up to 10{577EC291D4EA80A0FC07887FC7FAB708FD0E78E0F3E0C52CD77A9E52494AB5F9} The order quantity.
   • If there is a defect in the purchased item for which we are responsible, we are entitled to remedy the defect or deliver a replacement at our discretion. In the event of remedying the defect, we bear all expenses required for the purpose of remedying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item was moved to a place other than the place of performance.
   • If we are not willing or unable to remedy the defect or deliver a replacement, in particular if this is delayed beyond reasonable deadlines for reasons for which we are responsible, or if the repair fails in any other way, the customer is limited to a right of supplementary performance. The customer is expressly reserved the right to mitigate or withdraw from the contract if the supplementary performance fails.
   • Commercial, low or technically unavoidable deviations in quantity, quality, color and dimensions cannot be objected to.
   • We only owe other claims for damages in relation to the foreseeable and direct damages that can be foreseen and foreseen at the conclusion of the contract. The aforementioned claims for damages are limited to the value of the items delivered by us.
   • We are not liable for damages that have not occurred to the delivery item itself. We are not liable for the customer’s lost profit. These limitations of liability do not apply if we, our legal representative, are responsible for intent or gross negligence. They also do not apply to impossibility for which they are responsible and in the event of violations of essential contractual obligations. After all, they do not apply to claims according to §1, 4 ProdhaftG. They
9. Applicable law, place of performance and jurisdiction
   • The legal relationship between the customer and us is subject exclusively to the law of the Federal Republic of Germany.
   • Place of performance is 41179 Mönchengladbach, unless otherwise expressly agreed.

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