Terms and conditions

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

Date: November 2021

1. General – Scope Of Application
   • For all between you and us is concluded and future contracts of our terms of delivery and payment apply. General terms and conditions of the customer we do not recognize. Rather, our delivery and payment conditions these. Our terms of delivery and payment shall apply even if we are aware of conflicting or deviating conditions of the customer’s delivery without reservation. Conflicting terms and conditions of purchase, we speak without reservation.
2. Offer and order confirmation
   • Our offers are always subject to change. Should not be in Offered in the VAT separately, shall be the bid price plus the statutory VAT.
   • Binding supply contracts are only concluded with our order confirmation.
   • Deviations from the contractually agreed performance are permitted if they are the customers, taking into account its interests is reasonable. This is in particular the case of customary or technically unavoidable deviations in the case. Technical improvements, we reserve the Express right.
   • Offers, sketches, drawings and other documents we retain all rights of ownership and copyrights. These documents may not be used for other purposes, reproduced or provided to third parties will not be made, even when the statutory copyright protection.
   • All the documents we provide for the purpose of offering, such as Emails, images, drawings, sketches, CAM programming, CAD models weight and dimensions are non-binding and approximate only, unless they are expressly designated as binding.
   • We manufacture according to the drawings. The customer provides us with the appropriate drawings available for the timeliness responsible. In the case of customer orders without the attached drawings, the last drawing is always date, regardless of what is written in the order text or other.
   • We manufacture according to the sample or a sample, so this is the last one to Stand. The pattern is removed, it is valid until revoked in writing, as a production release. Changes must be in writing and re-sampled to be done.

3. Prices and payment conditions
   • Prices are, unless Otherwise agreed, ex works, exclusive of shipping and packing costs, and in the currently applicable amount of the statutory value-added tax.
   • Unless Otherwise expressly agreed, our invoices are due immediately net without deduction.
   • The retention of payments or offsetting of any of us to disputed counter-claims of the customer are not permitted.
   • If Payment is not made, we are entitled to demand interest on arrears in the amount of 5{577ec291d4ea80a0fc07887fc7fab708fd0e78e0f3e0c52cd77a9e52494ab5f9} points above the base interest rate (interest rate for a longer refinancing operations of the ECB).
   • We are entitled to adjust the terms of payment at any time according to, in particular, in the case of the Amendment of the credit or Payment. This also applies to current orders.
   • With rising costs, including energy, Material, legal Changes, we are entitled to adjust our prices. We will inform the customer in writing.
   • Both parties have the right to withdraw in the case of changes in the price from the contract. This also applies for ongoing and newly closed orders/orders.

4. Retention of title
   • We reserve the right of ownership to the delivered goods until full payment of all of the business relationship with existing claims as reserved goods.
   • Regardless of the Reserved goods, the customer is entitled to resell the goods in the ordinary course of its business operation and process.
   • This power ends when the customer the terms of the contract, in particular in the event of default in payment.
   • The customer is obliged to treat the purchased item with care.
   • The claim of the customer from the resale of the reserved goods shall be assigned in the amount of the value of the goods already now to secure all our receivables from the business relationship with the customers to us. The eligibility of the customer for the sale of the reserved goods by the Transition of the resulting demands on us. A resale of the reserved goods by the customer to third-party customers, to the exclusion of the assignment, the in case of the resale claims not made in the ordinary course of business within the meaning of section 6.2.
   • The pledge in favor of third parties, or any assignment of the receivables to third parties without our consent. The customer is obliged to inform us about a pledge of the receivables by a third party, without delay, to teach. As long as the customer is in default of payment, he may move in the case of the sale of the reserved goods resulting claims against third-party customers. At the Request of the customer is obliged, however, to us, at any time, the third party debtors and, if applicable, the assignment.
   • The processing or transformation of the reserved goods by the customer is always carried out for us; it will not be processed objects of the reserved goods with other goods not belonging to us, we shall acquire co-ownership of the new item in proportion of the value of the reserved goods to the other processed items at the time of processing. The newly created object is with respect to our co-ownership share of the reserved goods within the meaning of these terms and conditions. The reserved goods with other goods not belonging to us are inseparably intermingled, we acquire co-ownership of the new item in proportion of the value of the purchased item to the other processed items at the time of mixing. The mixing is carried out in the way that the item of the customer is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership. The newly created object is with respect to our co-ownership share of the reserved goods within the meaning of these terms and conditions. The resulting sole ownership or co – ownership, the customer shall hold in safekeeping for us.
   • The collateral assignment or pledge of the object of purchase, as long as the retention of title shall apply only with our written consent. About Seizure or other interventions of third parties, the customer must notify us immediately in writing so that we can protect our rights.
5. Delivery and shipping
   • Information on the delivery time are always made-by-step approach, where a deviation of one week before and two weeks after the given date is possible. This does not apply if expressly otherwise agreed.
   • Compliance with all deadlines upon the timely receipt of all to be supplied by the customer documents and information, necessary permits and approvals to parts, as well as for the compliance with the agreed payment conditions and other obligations of a warning, Side.
   • In the provision of Parts, as agreed can delivery times are only met if, no later than three weeks prior to the expiry of the delivery time of the parts supplied are in the home.
   • If the Payment deadline is Exceeded, we shall be entitled to halt the production, even if this leads to the delivery of significant delay. Damage claims of the customer are excluded in this case. We also reserve the right to withdraw from the contract and to provide the already incurred costs.
   • Unforeseeable and unavoidable disruption will occur after the conclusion of the contract, or known, e.g. strike, lockout, war, civil commotion, shortage of Raw materials, machinery damage, regulatory measures, as well as all the other cases, we can influence even with the most careful way, extend the delivery periods for the duration of their presence. The Adherence to the contract for the buyer or for us, unreasonable, so a cancellation and termination rights for both parties.
   • Claims for damages by the customer are excluded in these cases. The aforementioned circumstances are not represented by us, if they occur during an already existing delay.
   • If we are not supplied by us due to reasons from our suppliers in a timely manner, we may cancel the contract with the customer, if we have to inform the customer immediately about the circumstance. In the case of withdrawal, we will refund any payments received immediately.
   • At the time of delivery of part deliveries, the customer is obligated to remove, as far as the rest of the delivery in a maximum of two subsequent deliveries takes place within one further month.
6. Materials provided
   • For technical functionality and quality defects of Parts supplied by the customer and we accept no liability. We reserve the right, the installation of supplied to refuse materials and semi-finished products, if they comply with the quality requirements and specifications of our house.
   • The provision of the materials is carried out within the framework of order after the expiry of the period of grace referred to in point. 5.3. the buyer is according to the contract is obliged to present products in our house without the installation of the supplied materials should be removed.
   • We are not liable for damages arising from the purchaser to the processing of provided materials and other items (materials, tools, machines, etc.) only in case of intent or grossly negligent violation of significant contractual obligations in the scope of the provisions in clause 8.6 damage to these items due to slight negligence or the negligent violation of essential contractual obligations by us or our employees, are excluded from the liability. The purchaser is therefore advised to take out insurance of its materials. Such insurance can also be about us when placing an order to be completed.
7. Frame delivery orders
   • A framework supply contract, the acceptance period for the purchaser of 12 months from the date of the order confirmation or, if no written agreement has been made.
   • Furthermore, our terms and conditions shall also apply to part delivery orders.
8. Warranty And Liability
   • Defects must be made in writing to be reprimanded, and open immediately, for concealed a period of 6 months after delivery. Otherwise, is excluded to the assertion of warranty claims. The customer shall bear the full burden of proof for all claim requirements, in particular for the defect itself, the time the defect was discovered and for the timeliness of the complaint.
   • In low dimensions, deviations of the delivery quantity to the order confirmation, are these from the buyer, to the extent reasonable to accept. As reasonable a More – or under-deliveries of up to 10{577ec291d4ea80a0fc07887fc7fab708fd0e78e0f3e0c52cd77a9e52494ab5f9} of the order quantity.
   • In the event of a defect in the purchased goods, we will, at our choice, to correct the defect or provide a replacement delivery. In the event of removal of the defect, we will bear all for the purpose of elimination of defects of the necessary expenses, in particular Transport, travel, labour and material costs, insofar as these are not increased by the fact that the goods have been transported to a place other than the place of performance.
   • We are to remedy the defect or replacement delivery is not willing or not able to, especially if this is delayed for reasons beyond a reasonable period, or fails in some other way in the improvement of the customer is limited to a right to cure. The customer is expressly reserved the right, in the supplementary performance has failed to reduce the price or to withdraw from the contract.
   • Commercially available, low or technically unavoidable deviations in quality, quantity, color and dimensions may not be objected to.
   • Other damage claims we owe only in relation to the conclusion of the contract and foreseeable and direct damages. The foregoing, claims for damages are limited to the value of the goods delivered by us.
   • We are not liable for damage not caused to the delivery item itself. We are not liable for any loss of profit of the customer. These limitations of liability do not apply if we, our legal Represent, officers, employees, representatives or vicarious agents have acted with intent or gross negligence. You also do not apply in the case of impossibility and for breaches of essential contractual obligations. You finally apply for claims referred to in §1 and 4 of the product liability act. You
9. Applicable law, place of performance and place of jurisdiction
   • The legal relationship between the customer and us shall be subject exclusively to the laws of the Federal Republic of Germany.
   • The place of performance is 41179 Mönchengladbach, to the extent that nothing to the contrary has been expressly agreed.

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