General Terms and Conditions of DYE Precision Germany GmbH

§ 1 General – Scope

These terms and conditions apply to all present and future business relationships. Deviating, opposing, or supplementary general terms and conditions will not become part of the contract, even if known, unless their validity is expressly agreed to in writing.
These terms and conditions exclusively apply to entrepreneurs, i.e., natural or legal persons or partnerships with legal capacity, with whom a business relationship is entered and who act in the exercise of their commercial or independent professional activity.

§ 2 Conclusion of Contract

All offers on our websites, catalogs, and sales programs are non-binding and subject to change. This particularly applies to prices, illustrations, and brochures. Technical changes as well as changes in form, color, and/or weight remain reserved within reasonable limits.
By placing an order for a product with us or one of our representatives, which can be done in writing or otherwise, the entrepreneur declares a binding intention to purchase the ordered product. The contract is concluded by accepting the contractual offer contained in the order. Acceptance can be declared either in writing, by entering the order into our system, or by delivering the product to the entrepreneur.
The conclusion of the contract is subject to the correct and timely delivery to us by our suppliers. The entrepreneur will be informed immediately about the unavailability of the service. Any consideration already provided will be refunded immediately.
Delivery deadlines are only binding if confirmed or promised by us. If the delivery time is not met, the entrepreneur can set a grace period of at least 30 days in writing. If this grace period expires fruitlessly, the entrepreneur can withdraw from the purchase contract. The withdrawal must be made in writing or by email and becomes effective only upon receipt. If the order is executed by us before receipt of the withdrawal, the withdrawal is ineffective. A claim for damages due to non-performance can only be asserted if it is caused by intent or gross negligence on our part or by one of our representatives.

§ 3 Default of Acceptance

If the entrepreneur defaults in accepting the product properly provided, we are entitled, after setting a grace period of at least 10 days, to claim damages or to withdraw from the contract.

§ 4 Warranty

For defects in the product, we initially provide a warranty at our discretion either by rectification or replacement delivery; further claims are then excluded.
If the rectification or replacement delivery fails twice, the entrepreneur can, at his discretion, demand a reduction in the remuneration (reduction) or cancellation of the contract (withdrawal). However, in the case of only a minor contractual violation, especially minor defects, the entrepreneur has no right of withdrawal. The entrepreneur must notify us of obvious defects immediately, at the latest within a period of two weeks from receipt of the product, in writing; otherwise, the assertion of the warranty claim is excluded unless the defect was fraudulently concealed. The timely dispatch suffices to meet the deadline. The entrepreneur bears the burden of proof for all claim prerequisites, especially for the defect itself, for the time of the discovery of the defect, and for the timeliness of the defect notification.
If the entrepreneur chooses to withdraw from the contract due to a defect after failed rectification, he is not entitled to claim damages for the defect. If the entrepreneur chooses damages after failed rectification, the product remains with the entrepreneur if this is reasonable. Damages are limited to the difference between the purchase price and the value of the defective item. This does not apply if we or one of our agents have caused the breach of contract fraudulently, intentionally, or through gross negligence.
The warranty period for new goods is two years from delivery of the product. For used goods, the statute of limitations is one year from delivery of the product. This does not apply if the entrepreneur has not notified us of the defect in time (§ 4 para. 2).
The agreed condition of the product is generally only considered to be the product description made at the time of acceptance of the order. Public statements, promotions, or advertisements by the manufacturer do not constitute a contractual condition of the product.
If the entrepreneur receives a defective installation manual, we are only obliged to deliver a defect-free installation manual, and this only if the defect in the installation manual prevents proper installation.
The entrepreneur does not receive any guarantees in the legal sense from us. Manufacturer warranties remain unaffected.

§ 5 Transfer of Risk – Shipment

Shipment is exclusively at the entrepreneur's risk and expense. The risk of accidental loss and accidental deterioration of the product passes to the entrepreneur upon handover, in the case of shipment purchase, upon delivery of the item to the carrier, freight forwarder, or other person or institution designated to carry out the shipment.
It is equivalent to handover if the entrepreneur is in default of acceptance.
If the entrepreneur does not specify a special shipping request, we will send the product via the shipping method that seems suitable to us.
Detected transport damage must be reported immediately. The product must then be sent to us with a damage confirmation from the shipping company, post office, railway, or other commissioned parcel service, as well as an assignment declaration from the entrepreneur. A replacement delivery will be made as soon as the responsibility of the transport company is proven and the entrepreneur has provided all the necessary documents and information.
For consumers: If goods are delivered with obvious transport damage, please complain about such errors to the deliverer as soon as possible and contact us immediately. Failure to make a complaint or contact us has no consequences for your statutory claims and their enforcement, especially your warranty rights. However, you help us to assert our own claims against the carrier or transport insurance.
For entrepreneurs: The risk of accidental loss and accidental deterioration passes to you as soon as we have delivered the item to the carrier, freight forwarder, or other person or institution designated to carry out the shipment. Among merchants, the duty to inspect and give notice of defects regulated in § 377 HGB applies. If you fail to provide the notification required therein, the product is deemed approved unless it is a defect that was not identifiable during the inspection. This does not apply if we have fraudulently concealed a defect.

§ 6 Return Goods and Credits

Incorrect product deliveries must be reported in writing within 14 calendar days at the latest. Complaints not made within this period cannot be considered.
A restocking fee of 15% will be charged for all unaccepted product deliveries. Additionally, the shipping costs are borne by the buyer. The assertion of further damages remains reserved.
A credit note for the returned product will only be issued when we have received the complete and undamaged product. Used goods cannot be returned.

§ 7 Payment

An invoice is issued upon delivery of the product to the entrepreneur. The invoice amount is due immediately unless other payment terms have been agreed in writing.
In the case of shipment purchase, the purchase price is understood to be plus the transport costs (see § 5 para. 1).
We are not obligated to accept checks or bills of exchange. If we do accept checks or bills of exchange in individual cases, any discount and collection fees are borne by the entrepreneur.
The entrepreneur has a right to set-off only if his counterclaims are legally established or recognized by us. The entrepreneur can exercise a right of retention only if his counterclaim is based on the same contractual relationship.
If payment default occurs, we are entitled to exclude the entrepreneur from further deliveries, even if they have already been confirmed, and to assert a corresponding right of retention. In exceptional cases, particularly if the entrepreneur urgently needs the delivery, which he must notify and prove immediately after asserting the right of retention, delivery will be made after confirmation by us either on a prepayment or cash on delivery basis. Our payment claim remains unaffected by the right of retention.

§ 8 Retention of Title

We retain ownership of all goods delivered by us until the entrepreneur has fully paid all claims arising from the ongoing business relationship.
The entrepreneur is entitled to resell the product in the ordinary course of business. He already assigns to us all claims in the amount of the invoice that accrue to him from the resale against a third party. We accept the assignment. After the assignment, the entrepreneur is authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the entrepreneur does not properly meet his payment obligations and is in default. Upon request, all data and business documents required for the assertion of the claim from the resale must be handed over to us.
The entrepreneur is obliged to treat the product with care for the duration of the retention of title. If maintenance and inspection work is required, the entrepreneur must carry this out regularly at his own expense.
The entrepreneur is obliged to inform us immediately of any third-party access to the product, such as in the case of seizure, as well as any damage or destruction of the product. The entrepreneur also undertakes to immediately notify the seizing party and the enforcement officers in writing and orally of our rights (retention of title) and to do everything necessary to protect our rights. A change of possession of the product as well as a change of residence or business location must also be reported to us immediately as long as retention of title exists. The entrepreneur must prove at any time where the product is located upon request.
We are entitled to withdraw from the contract and demand the return of the product in case of a breach of contract by the entrepreneur, especially in case of payment default or violation of an obligation under para. 3 and 4 of this provision. Further rights remain unaffected.
The processing and transformation of the product by the entrepreneur always take place in our name and on our behalf, but at his expense. If processing is carried out with items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the product delivered by us to the other processed items at the time of processing. The same applies if the product is mixed with other items that do not belong to us.
Upon request of the entrepreneur, we undertake to release the securities to which we are entitled to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at our discretion.

§ 9 Limitation of Liability

In the event of slightly negligent breaches of duty, our liability is limited to the average damage typical for the contract and foreseeable for the type of product. This also applies to slightly negligent breaches of duty by our legal representatives or agents. We are not liable for slightly negligent breaches of minor contractual obligations.
The above limitations of liability do not affect claims of the entrepreneur arising from product liability or warranty. Furthermore, the limitations of liability do not apply to bodily injury or damage to health attributable to us or loss of life of the entrepreneur.
Claims for damages by the entrepreneur due to a defect expire one year after delivery of the product. This does not apply if we can be accused of gross negligence or fraud, or in case of bodily injury or damage to health attributable to us or loss of life of the entrepreneur.

§ 10 Data Protection

We process personal data of the entrepreneur exclusively for the purpose of establishing, executing, or terminating the contractual relationship in accordance with the applicable data protection laws.
Further details regarding data processing and the rights of the entrepreneur are regulated by our data protection declaration, which can be accessed on our website or requested from us at any time.

§ 11 Place of Performance – Place of Jurisdiction – Applicable Law

The place of performance for all obligations arising from this contract is our registered office.
The place of jurisdiction for all disputes arising from this contract is our registered office if the entrepreneur is a merchant, a legal entity under public law, or a special fund under public law.
This contract is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

§ 12 Final Provisions

Changes or additions to these terms and conditions must be made in writing. This also applies to changes to this written form clause.
Should individual provisions of this contract be or become invalid, this does not affect the validity of the remaining provisions. The invalid provision is to be replaced by a provision that comes closest to the economic purpose of the invalid provision.
The German version of these terms and conditions is authoritative. Translations are for informational purposes only.

Note: This is a hypothetical example based on the provided segments. Real-world terms and conditions should be tailored to specific business needs and reviewed by a legal professional.

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