General Terms and Conditions (GTC)
§ 1 Scope of application
1. Our entire range is directed exclusively to businesspersons (§ 14 GBG, German Civil Code), legal entities under public law or special funds under public law.
2. The General Terms and Conditions set out below shall apply to all orders of goods or services from our range, including related advice and information.
They apply to all order methods (in particular by phone, email, fax, electronic contact form, online shop).
3. We do not accept any terms and conditions of the customer which conflict with or deviate from these GTC unless we expressly agree to their validity in writing.
These General Terms and Conditions shall therefore also apply if we perform the delivery to the customer without reservation in the knowledge of conflicting or
deviating conditions of the customer.
4. These GTC shall also apply to all future orders upon initial agreement.
5. The customer acknowledges the binding nature of these General Terms and Conditions at the latest by the acceptance of our deliveries or services.
Otherwise, all further agreements including collateral agreements or assurances must be made in writing in order to be legally binding (email is sufficient).
This shall also apply to agreements made within the context of an individual order. For this reason, oral agreements only become an effective part of the contract
at the time we confirm them in writing.
§ 2 Provisions for orders from our catalogues; offers subject to change
1. The presentation of our range of products and the presentation of individual items in our catalogues shall not constitute a binding offer within the meaning of
§§ 145 et seq. BGB (German Civil Code) but represent a non-obligatory overview. Only the order placed by the customer is a legally binding offer.
We may accept this offer within 14 days at our discretion by either sending an order confirmation or by sending the ordered goods.
2. Our offers are all subject to change unless otherwise stated in the order confirmation.
§ 3 Provisions for orders via our online shop
1. For placing an order via our online shop, a prior registration is required. You can register using the online contact form, available under shop.tool-factory.de.
2. The presentation of the range of products and the presentation of individual items in the online shop, shall not constitute a binding offer within the meaning of
§§ 145 et seq. BGB (German Civil Code) but represent a non-obligatory overview. A binding contract is only concluded in the framework of the following steps.
3. The customer can select goods from the assortment and collect them in a so-called shopping cart using the button “Add to cart”. In this shopping cart the
customer can review and update the specific information of each order at any time before submitting the order. Only by clicking on the “Complete order” button
displayed in the shopping cart summary, he submits a binding offer to purchase the goods in the shopping cart. However, the application may only be submitted
and transmitted if the customer has accepted these General Terms and Conditions by clicking on “Please confirm our GTC” or selecting the check-box next to it,
and thereby has incorporated them in his application. The customer can download and save the GTC by clicking on the link shown here.
4. Thereupon, we will email an automatic confirmation of receipt to the customer specifying once again the customer’s order which the customer can print by using
the “Print” function. The automatic confirmation of receipt merely states that the customer's order has been received by us and does not constitute acceptance of
the application. The contract is only concluded with the submission of our declaration of acceptance which is sent in a separate email (order confirmation).
5. The customer has to make sure that the email address given by him for order processing, is correct and suitable to receive emails from us. In particular,
when using SPAM filters, he has to ensure that all emails sent by us can be received.
6. The conclusion of the contract shall be in German or English.
§4 Prices; Terms of delivery and payment; Customer’s default
1. In any absence of a written price agreement, the net prices stated in our latest catalogues and price lists valid on the day of the order shall apply exclusive of
any applicable value added tax. Catalogues and price lists can be accessed at our offices or via our website or requested from us.
2. Within the Federal Republic of Germany, we deliver carriage paid including packaging from a net order value of € 200.00. Any other orders will be shipped at
the owner’s expense.
3. Unless otherwise agreed, our invoices are payable within 8 days from date of invoice with 2% discount or 30 days net. Checks and payment orders will only
be accepted by us on account of performance. Payment shall only be deemed to have been made once it has been credited to our account.
4. The customer shall be in default at the latest, if he fails to pay within 30 days of the due date or after the receipt of an invoice or equivalent payment statement.
We shall hereafter be entitled to charge the statutory default interest as well as € 10.00 for each reminder. The customer reserves the right in individual cases to
prove a lower expense for a payment reminder / reminder. The assertion of further claims of damage on our part remains unaffected.
5. Discounts, rebates granted, or periods allowed for payment can be refused if the customer is in default of payment for earlier deliveries or if an insolvency petition
has been filed. In such cases we shall be entitled to declare all due as well as any deferred invoice amounts immediately payable. In such cases, delivery of ordered
goods shall only take place against cash payment.
6. The customer shall only be entitled to set-off rights if his counterclaims have been declared final and absolute, are undisputed or have been acknowledged by us.
The customer's rights of retention only exist for counterclaims arising from the same contractual relationship.
§ 5 Delivery times / dates; Obligation to be performed at the debtor's place of business; Partial deliveries;
Delay in delivery; Default of acceptance
1. Delivery times or dates shall only be binding if agreed in writing.
2. As long as the customer is in arrears with a liability towards us, our obligation to deliver shall be at rest.
3. For our part, the delivery period shall be deemed to have been observed if the delivery item is dispatched to the customer by the expiration of the delivery period.
It is sufficient for this purpose if we hand over the goods to a proper transport person (obligation to be performed at the debtor's place of business). An agreed delivery
period shall be extended reasonably against the background of measures taken within the scope of industrial disputes, in particular strikes and lockouts, as well as upon
the occurrence of unforeseeable obstacles that are beyond our control, as far as such obstacles provably have a material influence on the delivery of the delivery item.
This shall also apply if the circumstances occur on the part of our subcontractors. The aforementioned circumstances shall also not constitute our responsibility if they
arise during an already existing delay. In important cases, we will inform the customer as soon as possible of the beginning and the end of such circumstances.
If the delivery or service becomes impossible or unreasonable through the circumstances mentioned, we shall be released from the delivery obligation.
4. We shall be entitled, in particular in the case of larger orders, to make partial deliveries to an extent that is reasonable for the customer.
5. If we are in default for reasons for which we bear responsibility, the compensation for default shall be limited to 1% for each full week of default and to a maximum
of 15% of the delivery value. The assertion of damages caused by delay going beyond the lump sum shall be excluded. However, this limitation shall not apply in the
event of intent or gross negligence on our part.
6. If we are in default and the customer allows us – in compliance with the statutory exceptions - a reasonable period for performance and if the period is not adhered
to, the customer shall be entitled to withdraw from the contract within the scope of the statutory provisions. Further claims due to delay in delivery shall be governed
by § 9 of these GTC.
7. If the customer is in default of acceptance or if he infringes other obligations to cooperate which are necessary for the delivery, we shall be entitled to claim
compensation for the damage incurred by us including any additional expenses. The risk of accidental loss or accidental deterioration of the delivery item shall transfer
to the customer at the time at which the customer defaults on acceptance.
8. If the customer does not accept the ordered goods despite setting a new grace period, we may, without special proof, claim damages for non-fulfilment in the
amount of 20% of the value of the rejected goods as well as shipping costs incurred including the applicable value added tax. Both the customer and we reserve
the right to prove lower or higher damages in individual cases.
§ 6 Place of performance; Shipping; Transfer of risk
1. Place of performance shall be our registered office in Burscheid.
2. The goods will be delivered or dispatched at the customer’s risk (obligation to be performed at the debtor's place of business). Unless otherwise agreed, the
shipping route and means are at our discretion. Otherwise, the risk shall pass to the customer when the goods are handed over to a forwarding agent or carrier,
but at the latest when they leave our warehouse.
3. If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the day of notification of readiness
4. Delivered items shall be accepted by the customer even if there is evidence of minor faults, regardless of his rights arising from § 8 of these GTC.
§ 7 Retention of title
1. We reserve the title to the relevant delivered goods until receipt of all payments arising from the delivery contract.
2. In the event of an attachment or other intervention by third parties, the customer must notify us immediately in writing and inform the attachment creditor of
the existing retention of title.
3. In the event of breach of contract by the customer, in particular in the case of default in payment, we shall be entitled to reclaim the object of sale. The repossession
of the object of sale by us does not constitute a withdrawal from the contract unless we made an explicit written declaration thereof or mandatory provisions of the
Consumer Credit Act apply to the contract. The explicit attachment of the object of sale by us always constitutes a withdrawal from the contract. We can make the best
possible use of goods reclaimed from a businessperson by private sale, with offsetting against the purchase price, if we have threatened to do so within a reasonable
period of time. After taking back the purchased item, we shall be entitled to dispose of it. The proceeds from the sale shall be used to offset the customer's liabilities
- less reasonable disposal costs, generally 10% of the value of the goods.
4. If we are entitled to reclaim the goods, the customer is obliged to allow one of our employees to make an inventory of the reserved goods.
§ 8 Material defects
1. The customer must immediately notify us in writing of any material defects. In all other respects, the provisions of § 377 HGB (German Commercial Code) shall apply.
2. If a notice of defects is submitted, the customer may withhold payments to an extent that is in reasonable proportion to the material defects that have occurred.
The customer may withhold payments only if a notice of defect is asserted and there is no doubt as to its justification. If the notice of defect was unjustified,
we shall be entitled to demand reimbursement of the expenses that have arisen for us from the customer.
3. We must first be given the opportunity to provide subsequent performance within a reasonable period of time. The following applies to subsequent performance towards
businesspersons: All those delivery items which show a material defect within the limitation period, shall at our discretion be repaired, delivered anew, or performed again
free of charge, provided that the cause for the defect has already existed at the time of the transfer of risk.
4. If the subsequent performance fails, the customer may withdraw from the contract or reduce the remuneration without prejudice to any claims for damages in
accordance with § 9 of these GTC.
5. The right to withdraw from the contract and any claim for damages instead of the entire performance shall be excluded in the case of merely insignificant divergence
of the quality from the agreed quality or of only irrelevant impairment of the usability of the relevant delivery item. Natural wear and tear or any damage arising after the
transfer of risk as a result of faulty or negligent handling, unsuitable equipment or due to special external influences not assumed under the contract shall not constitute
a material defect. If modifications are made by the customer or third parties, no claims for defects shall apply to these goods and the consequences thereof.
6. Claims by the customer for expenses necessary in connection with supplementary performance, in particular costs of transport, travel, labour and material shall be
precluded insofar as such expenses are increased because the item to be delivered has subsequently been brought to a location other than the customer's branch office,
unless such relocation complies with the intended use of the item.
§ 9 Liability
1. Claims for damages on part of the customer, regardless of the legal ground, are excluded. Exempt from this are claims for damages by the customer arising from
injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional
or grossly negligent breach of duty by the provider, its legal representatives or vicarious agents. Essential contractual duties are those whose fulfilment is necessary
to attain the purpose of the contract.
2. In the event of the infringement of essential contractual duties, the provider shall only be liable for the loss or damage foreseeable and typical for this type of contract,
if such loss or damage was due to ordinary negligence, unless it concerns claims for damages by the customer arising from injury of life, limb, or health.
3. The restrictions of paragraphs 1 and 2 shall also apply in favour of the legal representatives and vicarious agents of the provider if claims are asserted directly
4. The claim for reimbursement of wasted expenses according to § 284 BGB (German Civil Code) shall be waived if and to the extent that a claim for reimbursement
of damages instead of performance is excluded according to the above provisions.
5. The limitations of liability resulting from paragraphs 1 and 2 shall not apply to the delivery of defective goods if we fraudulently concealed the defect or assumed a
warranty for the quality of the goods. The same shall apply, as far as we and the customer have reached an agreement on the quality of the goods. The provisions
of the Product Liability Act shall remain unaffected.
§ 10 Contractual right of withdrawal
1. The customer can withdraw from the contract within six months after receipt of a delivery by returning the respective goods (right of withdrawal granted by contract).
The timely dispatch of the goods is sufficient.
2. This right to withdraw from the contract shall apply to standard tools in perfect condition and without labeling or labeled TOOL FACTORY. Special tools and items with
customer-specific labelling are excluded from this right of withdrawal.
3. In the event that we exercise this contractually granted right of withdrawal, we shall be entitled to retain a lump sum of 20% of the value of the goods returned to us
as a contribution towards costs. This does not apply to statutory rights of withdrawal.
§ 11 Final provisions
1. The contractual relationship between us and the customer shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on
Contracts for the International Sale of Goods.
2. The venue for all disputes arising from this contractual relationship shall be our place of business.
3. The contract remains legally binding in its remaining parts even if individual provisions are legally ineffective. The invalid provisions shall be replaced, if any, by statutory
provisions. If this would constitute an unreasonable hardship for one of the contracting parties, however, the contract as a whole shall become invalid.
4. The customer shall be notified of any amendments to these GTC in writing, by fax or by email. Provided the customer does not object to an amendment within four weeks
after receipt of the notification, the amendments shall be deemed accepted. In the event of any amendment to the GTC, the customer will be informed separately of the
right of objection and the legal consequences of silence.