Impressum
  
     
 Place:

TOOLOVA GmbH & Co.

Dehlentrupper Weg 3
D- 32758 Detmold
Germany
fon: +49 - 5231- 60 22 6-0
fax: +49 - 5231- 60 22 6-22
e-mail: toolova@toolova.de

  
 Managing Directors:


Armin Ulbrich
Ulrich Wiebe

 
County Court:
Registergericht Detmold HRA 2726
  
VAT no.:
DE 813 081 376
  
 
 

 

General Business Conditions (GBC) of TOOLOVA GmbH & Co. KG

§ 1 Validity sphere ( Application / validity area )
All deliveries, performances and offers from TOOLOVA are based on these General Business Conditions (hereinafter called "GBC"). These GBC are considered as accepted by the receiving of the delivery or performance at the latest. Changes and additional conditions to the contract conditions shall apply only where expressly accepted in writing. The purchasing conditions of the customer (hereinafter called the Purchaser) are not valid unless accepted in writing.
§ 2 Contract sealing
Our offers are subject to change. All order confirmations and orders require our written confirmation in form of a letter or fax in order to be legally valid. Particular performances and other characteristics are only obligatory if these were previously agreed.
§ 3 Delivery and transfer of risk
The delivery of the goods takes place from TOOLOVA´s ware-house ex works. The risk of the delivery shall pass to the Purchaser as soon as the goods have been delivered to or picked up by a carrier, even when a "carriage paid" delivery has been agreed. If the delivery is delayed for reasons within the Purchaser's responsibility, the risk shall already pass to the Purchaser with the dispatch confirmation. We keep the right of doing partial deliveries.
§ 4 Prices and payment conditions
All deliveries and performances shall take place under the offered contract prices. Prices shall be ex works and shall exclude packaging and the sales tax (VAT) payable under the applicable law.
The contract prices are valid up to 30 days from the offer date unless otherwise agreed.
The sales price is payable without any deduction within 30 days after the invoice date. If the Purchaser is responsible for a delay in payment, TOOLOVA is legitimate to claim interests for late payment of at least 4% over the current discount rate of the German Federal Bank.
§ 5 Retention of title
The items or goods shall remain the property of TOOLOVA until each and every claim against the Purchaser to which TOOLOVA is entitled under this business relationship has been fully satisfied. In case of fundamental non-performance of contractual obligations by the Purchaser, especially a delay in payment, TOOLOVA shall be entitled to take back the goods following a demand for payment. The Purchaser shall be obliged to return the goods. The taking back of the goods by TOOLOVA does not mean termination of the contract except if expressly stated by TOOLOVA. After the taking back of the goods, TOOLOVA is authorised to reuse them. The income that results from the resale of the goods minus the resale costs shall be deducted from the obligations of the Purchaser.
The Purchaser is obliged to handle the goods with care.
The Purchaser has the right to resale the goods in the ordinary course of business. However, he transfers already now all the receivables (tax inclusive) that result from the resale of the goods, independent of the fact that the goods had or had not been processed after the resale. The Purchaser remains authorised to collect the receivable also after the transfer. Our authority to collect the receivable ourselves remains however unaffected. As long as the Purchaser fulfils his payment obligations, does not incur in payment delay, goes bankrupt or stops the payments, we commit ourselves not to collect the receivables.

  However, the Purchaser is obliged to inform us at our request about the transferred receivables and its debtors, all the necessary details, to deliver the corresponding documents to collect the receivable and to notify the third debtors about the transfer.
§ 6 Warranty
The Purchaser is entitled to warranty claims if he checked the goods immediately after the delivery , as far as this is possible in accordance to the regulations of the business operation, and if notice in writing was given to TOOLOVA immediately after the discovery of the defect or fault. Should the defect or fault appear later, the Purchaser has to give notice in writing immediately after the detection of the defect or fault, otherwise the delivery will be considered as approved even if defect or fault was detected. The paragraphs 377, 378 from the Commerce Trade Regulation Book apply.
As far as a defect or fault that has to be covered by TOOLOVA, we shall have the right to repair, replace or newly provide any parts or services.
If the Purchaser has properly carried out the necessary exami-nations or verification controls in accordance to the regulations, he is entitled to determine a period for the remedy of the defect or the replacement delivery. If the agreed period has not expired, the Purchaser is not entitled to cancel the contract nor to a reduction of the purchase price.
If the adequate period granted to TOOLOVA expires without the defect being remedied, the Purchaser shall have the right to demand cancellation of the contract or a reduction of the purchase price.
Warranty claims are subject to a limitation period of six months after the transfer of the risk. The period is a limitation period and applies also to claims of replacement of defected item, as far as these claims are not the result of inappropriate handling.
The warranty does not cover natural wear and tear or damage arising, after the transfer of the risk, from faulty or negligent handling, excessive strain, unsuitable equipment, defective workmanship, inappropriate foundation soil or from particular external influences not assumed under the contract. The warranty does not cover modifications or repairs carried out improperly by the Purchaser or by third parties.
§ 7 Liability
Except as provided herein, any other claims for damages of the Purchaser against TOOLOVA shall be excluded regardless of whether they are based on positive breach of contractual obligations, violation of obligations in contract negotiations, breach of warranty, tort or other legal theory. This exclusion should not apply where under the product liability law or in cases of wilful misconduct, of gross negligence, of the absence of warranted characteristics or of the fundamental non-performance of contractual obligations, there is a legally binding liability. However, in case there is a legally binding liability, it shall be limited to the (partial) order value or service in which the damage occurred.
§ 8 Final regulation
If for any reason one of the listed regulations in this General Business Conditions should loose its validity, the effectiveness of the others remains unaffected.
The sole forum for all disputes arising directly or indirectly out of the contract shall be the place of the TOOLOVA´s headquarters. All relations arising out of the contract shall be governed by German law not including the United Nations Convention on Contracts for the International Sale of Goods (CISG).

July 20, 2010