General terms and conditions
1 General information
- These terms and conditions apply to every order between the client and GN Schweisstechnik GmbH. Any terms and conditions of the client that conflict with these general terms and conditions are legally invalid and are considered not agreed upon. Deviations from the general terms and conditions of GN Schweisstechnik must be agreed upon in writing. These terms and conditions also apply to all future business transactions with the client.
- All agreements made between GN Schweisstechnik and the client in the course of the contract must be in writing.
- By signing the order form, the client declares that they are commissioning GN Schweisstechnik based on these terms and conditions.
- The person who signs the order form hereby confirms that they are authorized to place orders and conclude legal transactions for the natural or legal person listed as the client. In the event that the order does not come into effect for the client due to lack of power of attorney or authorization of the signatory, the order will nevertheless be executed and the signatory shall be liable for the entire fee resulting from the order.
2 Production documents
- Samples, models, calculations, offer documents, and other working documents remain the material and intellectual property of GN Schweisstechnik, which they can freely dispose of. These aids may only be used for the execution of GN Schweisstechnik’s orders and may only be made accessible or handed over to third parties outside the company with the express written consent of GN Schweisstechnik. Unless otherwise agreed, these aids must be returned free of charge after the execution of the order. In case of violation of this provision, GN Schweisstechnik is entitled to appropriate compensation for the use of the mentioned aids.
3 Delivery item
- Only the properties of the delivered item that we have assured in writing shall apply. The illustrations, dimensions, and weight specifications in our catalogs, lists, and brochures are non-binding.
4 Offers
- Our offers are generally non-binding.
- All information contained in technical documents as well as descriptions contained in public statements by GN Schweisstechnik – especially in advertising or in information attached to the subject matter of the order – are only relevant if explicitly referenced in the order confirmation.
- No guarantee is provided for cost estimates unless an explicit warranty for their accuracy is given.
5 Conclusion of contract
- The contract comes into effect when GN Schweisstechnik accepts the customer’s offer (order) in writing or begins executing the order or purchase. Nevertheless, framework orders (quantity contracts with agreed time limits for call-offs) represent legally binding orders to GN Schweisstechnik and obligate the client to pay.
- The client is obligated to immediately review the written order confirmation and promptly notify GN Schweisstechnik of any deviations from their order. If this does not occur, the contract content is exclusively based on the content of the order confirmation. Subsequent changes and subsidiary agreements are only effective if made in writing.
- GN Schweisstechnik endeavors to accommodate any subsequent change requests from the client. If GN Schweisstechnik has already begun execution, consideration of changes based on the prices set in the order is no longer possible. Additional costs caused by changes shall be borne by the client.
- If GN Schweisstechnik must consider requirements from building authorities and other authorities in carrying out the order that were only issued after the order was placed or that GN Schweisstechnik could not have been expected to know about when the order was placed, the resulting additional costs shall be borne by the client.
- The client bears all taxes and duties associated with the execution of the order.
6 Prices and terms of payment
- The prices quoted by GN Schweisstechnik to the client are exclusive of VAT and packaging, and are ex works from GN Schweisstechnik’s company headquarters. Price discounts are only agreed upon under the condition that the client adheres to the agreed payment terms. If the client fails to comply with the payment terms, GN Schweisstechnik has the right, independently of further claims (default interest and damages), to subsequently charge the difference between any price discount on the offer.
- Fixed prices must be explicitly agreed upon in writing.
- Price increases by suppliers entitle GN Schweisstechnik to pass these on to the client if the price increases are due to material cost increases or circumstances beyond GN Schweisstechnik’s control, unless less than 2 months lie between order placement and service execution.
- Invoices are due for payment within 14 days without deduction. The payment date is considered to be any day on which GN Schweisstechnik can dispose of the money. This applies regardless of the receipt of goods and without prejudice to any notice of defects.
- If payment deadlines are exceeded, the client is obligated to pay default interest of 8% annually, as well as reimburse all reminder and collection expenses, particularly expenses from collection agencies and out-of-court reminder fees from a lawyer commissioned by GN Schweisstechnik. In the case of mutual business transactions, an interest rate pursuant to § 352 UGB (Austrian Commercial Code) applies. If the client is able to prove higher damages due to default, they are entitled to claim these.
- Early payment discounts and rebates require a written agreement. The client loses their claim to agreed early payment discounts or rebates if the invoice amount (partial invoice amount) is not paid within the payment period in compliance with the agreed payment terms.
- The client is not entitled to offset counterclaims – of whatever nature – against their payment obligation from the order or to wholly or partially withhold payment due to warranty claims or other counterclaims not recognized by GN Schweisstechnik.
7 Retention of title and assignment of claims
- Until complete payment of all claims, including costs, interest, expenses, and default damages to GN Schweisstechnik, the delivered goods remain their property. If goods subject to retention of title are processed, combined, mixed, or blended, the retention of title extends to the respective processing result, and GN Schweisstechnik has, at its discretion, also claim to coverage of the value of the goods provided or delivered by them.
- Until full payment, the client may neither pledge the goods nor transfer them as security.
- In case of resale, the client commits to assign their claim from the resale to GN Schweisstechnik as security for the purchase price claim and to note this in their books. Securities according to § 1170b BGB (German Civil Code) must be claimed by the client in due time and pledged to GN Schweisstechnik (as security) with a separate declaration.
- Until full payment for the goods, the client is obligated to insure them against fire, water, storm/hail, and theft at replacement value.
- As soon as any kind of payment difficulties occur with the client, they may only sell, handle, or process the goods with the explicit consent of GN Schweisstechnik.
8 Delivery times, delay in delivery and cancellation
- The delivery deadlines promised by GN Schweisstechnik to the client will be observed where possible, but are not binding for GN Schweisstechnik. Claims for damages, contractual penalties, and other consequences of delay due to late delivery against GN Schweisstechnik are excluded.
- In case of delivery delays not caused by or negligently caused by GN Schweisstechnik, the client has no right of withdrawal and the client waives claims for damages. In case of unforeseeable or uncontrollable events, delivery dates are considered reasonably extended. This applies particularly in cases where, despite maintaining inventory, goods or production parts cannot be delivered on time and replacement procurement is not possible with reasonable effort.
- In case of unauthorized withdrawal from the contract, the client shall be liable to GN Schweisstechnik for damages in the amount of non-performance damages (including lost profits).
- If the client does not accept the provided goods, GN Schweisstechnik can either demand fulfillment or withdraw from the contract after setting a grace period.
9 Transfer of risk
- Unless otherwise stated in the order confirmation, delivery is agreed as “ex works”. In this respect, GN Schweisstechnik’s obligation as supplier is limited to keeping the goods available for collection at the respective designated location.
- Should GN Schweisstechnik, based on a written agreement in individual cases, undertake the shipment, this will be carried out at GN Schweisstechnik’s discretion by rail, their own trucks, or through forwarding agents and parcel services commissioned by GN Schweisstechnik. The client bears the transport risk. Upon handover of the item to the railway, forwarding agent, or parcel service, the risk of accidental loss or accidental deterioration transfers to the client. GN Schweisstechnik is not liable for losses or damages during transport.
- To preserve their claims against the railway, forwarding agent, or parcel service, the client must, in their own interest, have any damages certified upon receipt of the delivery. Transport insurance will only be arranged at the client’s request and at their expense.
- The costs of shipping shall be borne by the client.
10 Warranty
- GN Schweisstechnik provides warranty against defects for a period of one year according to these provisions. The client is obligated to inspect all deliveries, including partial deliveries, immediately. Warranty claims are only recognized and considered if they are reported to GN Schweisstechnik immediately, at the latest within 5 working days after detecting a defect. The defect must not be attributable to faulty, negligent, or improper handling, incorrect assembly, disregard of installation and operating instructions, use of inappropriate or non-prescribed control devices, inadequate maintenance, unsuitable operating conditions, third-party intervention, storm and transport effects, overuse of the purchased item, or natural wear and tear. If GN Schweisstechnik’s inspection reveals that they are not responsible for the defect, the contractor bears the costs of the inspection carried out.
- If the client is a legal entity under public law, special public assets, or an entrepreneur acting in the exercise of their commercial or independent professional activity when concluding the contract, no warranty is provided for the purchase of used items.
- GN Schweisstechnik’s warranty is provided, at GN Schweisstechnik’s discretion, either through rectification of proven defects within a reasonable period or in the form of a price reduction. The right to contract conversion is mutually excluded. Additionally, further claims, particularly for compensation of wages, lost profits, transport costs, or other damages, are excluded.
- For third-party products, the rights available to GN Schweisstechnik against the upstream supplier are hereby assigned to the client (entrepreneur). GN Schweisstechnik is only liable under § 933b BGB after the client has made an out-of-court claim against the upstream supplier. This recourse is limited to the statutory warranty period of § 933 BGB. A prerequisite is proper notification according to § 377 UGB and these general terms and conditions.
- The following applies to the handling of defect remediation: a) Claims for defect remediation must be submitted in writing by the client to GN Schweisstechnik. b) If notification is not made in time, the claim for compensation for consequential damage due to defects expires. c) Replaced parts become the property of GN Schweisstechnik.
- The warranty expires if the contract object has been modified by third parties or through the installation of parts of foreign origin, and the damage that occurred to the contract object is causally related to the modification. Furthermore, the warranty claim expires if the client does not follow GN Schweisstechnik’s instructions regarding the handling of the delivered item.
11 Liability
- GN Schweisstechnik is liable for damages outside the scope of the Product Liability Act only if intent or gross negligence can be proven, within the framework of statutory provisions. Liability for slight and simply gross negligence, compensation for consequential damages, unrealized savings, loss of interest, and third-party compensation claims is excluded. In case of non-compliance with any conditions for assembly and operation or official approval conditions, any compensation for damages is excluded.
- The application of § 934 ABGB (Austrian Civil Code) is excluded (§351 UGB – Austrian Commercial Code).
12 Place of jurisdiction and applicable law
- The place of jurisdiction for all disputes arising directly or indirectly from the contract is the competent court in Hünfeld.
- The jurisdiction agreement remains fully effective even in the case of individual or universal succession.
- German law applies exclusively; however, the application of the UN Convention on Contracts for the International Sale of Goods and international private law is excluded.
- All prices are ex works Eiterfeld! No liability for printing errors! Sales exclusively to resellers, drilling companies, and contractors! Subject to technical and price changes!