imprint
PRIMINER Werkzeugmaschinen GmbH
Tungendorfer Str. 10
D-24536 Neumünster / Germany
Tel +49 (0) 4321 25 200 30
Email: info@priminer.de
PRIMINER Werkzeugmaschinen GmbH is represented by the managing directors: Benjamin Kaehlcke & Feiyue Chen
Register entry: Registered in the commercial register
At the registration court: Kiel District Court
Under the registration number: HRB 17749 KI
Sales tax identification number according to §27a Sales Tax Act: DE 306455081
According to Section 55 Paragraph 2 RstV, Benjamin Kaehlcke & Feiyue Chen are responsible for the content
General sales and delivery conditions of PRIMINER Werkzeugmaschinen GmbH
(As of: 02/2023)
General / Scope
The offers, deliveries and services of PRIMINER Werkzeugmaschinen GmbH are provided exclusively on the basis of these sales and delivery conditions (hereinafter: “Terms and Conditions”). These are part of all contracts that PRIMINER Werkzeugmaschinen GmbH concludes with its contractual partners (hereinafter: “customers”) regarding the deliveries and services it offers. They also apply - in the current version - to all future offers, deliveries and services, even if they are not agreed again separately.
The customer's conditions do not apply to the contractual relationship with PRIMINER Werkzeugmaschinen GmbH, unless PRIMINER Werkzeugmaschinen GmbH has expressly agreed to their validity in writing in individual cases. PRIMINER Werkzeugmaschinen GmbH's terms and conditions also apply if it makes a delivery to the customer or provides a service to the customer without reservation despite being aware of the customer's terms and conditions that contradict or deviate from its terms and conditions.
Offer and conclusion of contract
The offers from PRIMINER Werkzeugmaschinen GmbH are always subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period.
An order from the customer must be placed in writing and stating a corresponding order number. The customer is bound to his order for a period of two (2) weeks.
A binding contract is always only concluded with the written order confirmation from PRIMINER Werkzeugmaschinen GmbH.
With regard to the scope of PRIMINER Werkzeugmaschinen GmbH's delivery and service obligations, only their order confirmation is decisive. Information published by PRIMINER Werkzeugmaschinen GmbH in offers, on the Internet, in catalogs, in brochures or in other publications in text or image form (e.g. descriptions, illustrations, weight and dimension information or drawings) regarding the quality of products and their possible uses do not constitute any guarantee of quality and only become part of the contract if this is expressly agreed in writing.
PRIMINER Werkzeugmaschinen GmbH reserves the right to make design and other changes, in particular those that serve to improve the product or fulfill legal requirements, as long as these do not impair the usability for the contractually intended purpose or are not unreasonable for the customer for other reasons.
PRIMINER Werkzeugmaschinen GmbH reserves all rights, in particular ownership and copyright, to the documents, drawings, illustrations, specifications, samples, etc. made available to the customer. The customer may only use these within the scope of the contractually intended purpose. They must be treated as strictly confidential and may not be made accessible to third parties without the prior written consent of PRIMINER Werkzeugmaschinen GmbH. Upon request, all documents etc. handed over to the customer must be returned to PRIMINER Werkzeugmaschinen GmbH.
To the extent that the customer provides PRIMINER Werkzeugmaschinen GmbH with information and/or documents (e.g. drawings, illustrations, etc.) or samples in connection with an order, the customer assumes liability for the accuracy and completeness of the same and for the fact that this occurs no rights of third parties are violated.
Prices
Unless otherwise agreed in writing, the agreed prices are ex works and exclude shipping, insurance and packaging, which will be invoiced separately by PRIMINER Werkzeugmaschinen GmbH. Any applicable customs duties, fees or similar charges will also be calculated separately if these are to be borne by PRIMINER Werkzeugmaschinen GmbH.
The agreed prices are net prices without sales tax, which the customer must pay additionally at the statutory rate for transactions subject to sales tax.
Unless a fixed price has been expressly agreed, the agreed prices are binding until the delivery date stated in the order confirmation from PRIMINER Werkzeugmaschinen GmbH. If this has not been agreed, PRIMINER Werkzeugmaschinen GmbH is bound to the agreed prices for a period of four (4) months from the order confirmation. PRIMINER Werkzeugmaschinen GmbH is then entitled, in accordance with Section III. 4. to make price increases appropriate to these terms and conditions. This does not apply in the event that PRIMINER Werkzeugmaschinen GmbH is in default with delivery.
Increase according to the provisions in section III. 3. If the raw material prices for the respective product are significant (ie by at least ten (10)%) at the times stated in these terms and conditions, PRIMINER Werkzeugmaschinen GmbH is entitled to increase the prices appropriately, taking into account the legitimate interests of the customer. To calculate the price increase that has occurred for the relevant raw materials, publicly accessible sources must be used.
If according to the provisions in Section III. 3. If other essential cost factors such as energy, wages, transport or insurance costs increase significantly (ie by at least ten (5)%) at the times specified in these terms and conditions, PRIMINER Werkzeugmaschinen GmbH is also obliged to increase the prices appropriately in accordance with the above regulation taking into account the legitimate interests of the customer. The same applies in the event of exchange rate fluctuations.
Terms of payment
Unless otherwise agreed in writing, all payments are to be made in euros and free of charge for PRIMINER Werkzeugmaschinen GmbH to the paying agent specified in the respective invoice.
Invoices must generally be paid within seven (7) days of the invoice date without any deductions, unless otherwise agreed in writing. Payments are deemed to have been made from the date from which PRIMINER Werkzeugmaschinen GmbH can freely dispose of the invoice amount.
If the customer exceeds payment deadlines, PRIMINER Werkzeugmaschinen GmbH is entitled to charge interest at a rate of nine (9) percentage points above the base interest rate (§ 247 BGB) per annum. In addition, PRIMINER Werkzeugmaschinen GmbH reserves the right to prove that it has incurred greater damage as a result of the customer's late payment.
Failure to comply with agreed payment terms or circumstances that become known to PRIMINER Werkzeugmaschinen GmbH after conclusion of the contract that are likely to significantly reduce the customer's creditworthiness will result in all claims of PRIMINER Werkzeugmaschinen GmbH against the customer becoming due immediately. In such a case, PRIMINER Werkzeugmaschinen GmbH is also entitled to only carry out outstanding deliveries or services against advance payment or security.
The customer only has the right to offset if his counterclaims have been legally established, are undisputed or recognized by PRIMINER Werkzeugmaschinen GmbH. Furthermore, the customer is only entitled to exercise a right of retention to the extent that his counterclaim is due and is based on the same contractual relationship.
Delivery/performance time
Unless a fixed delivery/service deadline or a fixed delivery/service date is expressly agreed in the order confirmation, the deadlines and dates announced by PRIMINER Werkzeugmaschinen GmbH are always non-binding. The specification of deadlines and dates is generally subject to timely and proper self-delivery and the contractual cooperation of the customer. Subsequent changes requested by the customer as well as the failure to provide any documents to be provided by the customer in a timely manner (approvals, releases, etc.) as well as any agreed down payments or payment security require a corresponding extension of the deadlines and dates provided. A delivery deadline is deemed to have been met if the delivery item has left the factory or warehouse of PRIMINER Werkzeugmaschinen GmbH or a third party commissioned by PRIMINER Werkzeugmaschinen GmbH with the delivery by the time it expires, or if the customer is responsible for transporting the delivery item himself , the customer has been informed of the readiness for dispatch.
If PRIMINER Werkzeugmaschinen GmbH defaults on a delivery or service or if such delivery becomes impossible, the customer is entitled to withdraw from the contract in accordance with the statutory provisions. PRIMINER Werkzeugmaschinen GmbH is liable for damages in the event of delay or impossibility exclusively in accordance with the provisions in Section IX. of these terms and conditions.
Events of force majeure entitle PRIMINER Werkzeugmaschinen GmbH to postpone a delivery or service for the duration of the hindrance and a reasonable start-up time or, if the legal requirements are met, to withdraw from the contract in whole or in part due to the part that has not yet been fulfilled. Force majeure includes strikes, lockouts, political unrest, official intervention (e.g. the refusal of required export or import permits) or other unforeseen circumstances, such as operational disruptions, which make it impossible for PRIMINER Werkzeugmaschinen GmbH to deliver or provide services on time despite reasonable efforts. This also applies if the aforementioned hindrances occur during the delay or at a sub-supplier of PRIMINER Werkzeugmaschinen GmbH. PRIMINER Werkzeugmaschinen GmbH will inform the customer immediately if a case of force majeure occurs within the meaning of this Section V. 3 of these terms and conditions.
If a delivery is delayed at the request of the customer or for other reasons for which the customer is responsible, PRIMINER Werkzeugmaschinen GmbH is entitled to charge the customer a storage fee of zero point five (0.5)% of the order value of the respective delivery for each month or part thereof, In total, however, a maximum of five (5)% of the order value of the respective delivery must be invoiced. The parties remain at liberty to prove higher or lower damages as a result of the delayed delivery.
Appropriate partial deliveries are permitted to a reasonable extent, provided that a partial delivery can be used by the customer within the scope of the contractual intended purpose, the remaining delivery is ensured and the customer does not incur any additional costs or significant additional effort as a result. They are considered independent businesses and are charged separately.
Shipping, transfer of risk and receipt
Unless otherwise agreed in writing, delivery takes place ex works or warehouse in Neumünster (for foreign customers: Incoterm “EXW – Ex Works”).
If the delivery item is sent to a location other than the place of performance at the customer's request, the customer will bear all resulting costs. PRIMINER Werkzeugmaschinen GmbH is free to choose the transport route and transport company. The customer must report any transport damage in writing immediately upon receipt of the delivery item, specifying the type and extent. The delivery item will only be insured against transport, theft, breakage, fire and water damage or other insurable risks at the express request of the customer and at his expense.
For deliveries ex works, shipping and transport are always at the customer's risk. This also applies if deliveries are made from a third party warehouse (drop shipping). The risk passes to the customer, even in the case of partial delivery, as soon as the shipment has been handed over to the person carrying out the transport or has left the factory or warehouse for shipping. If shipping is delayed for reasons attributable to the customer, or if the customer is responsible for transporting the delivery item himself, the transfer of risk occurs upon notification of readiness for shipment to the customer.
In the case of deliveries free of charge to the home/warehouse, the risk, even in the case of partial deliveries, is transferred to the customer as soon as the goods have arrived at the delivery location ready for unloading. Unloading must be carried out immediately and properly by the customer. Waiting times are calculated in accordance with industry standards. If the journey to the delivery location fails for reasons that lie within the customer's risk area, the risk passes to the customer if the journey fails. This also applies in the event of an unjustified refusal of acceptance by the customer.
If the customer defaults on acceptance, PRIMINER Werkzeugmaschinen GmbH is entitled, after a reasonable period of time has expired, to dispose of the delivery item elsewhere and to deliver to the customer within a suitably extended period.
Deliveries, even if they have insignificant defects, must be accepted by the customer without prejudice to his rights under Section VIII of these terms and conditions and must not be returned to PRIMINER Werkzeugmaschinen GmbH before the customer has the right to withdraw in accordance with Section VIII. 4 of these terms and conditions.
Retention of title
PRIMINER Werkzeugmaschinen GmbH reserves ownership of the items delivered to the customer (reserved goods) until all claims against the customer arising from the business relationship have been fulfilled, including future claims, including from contracts concluded at the same time or later. This also applies if individual or all claims have been included by PRIMINER Werkzeugmaschinen GmbH in a current invoice and the balance has been drawn and recognized.
The customer is obliged to mark the reserved goods as such, to store them separately from other goods and to treat them with care. Furthermore, he is obliged to insure the reserved goods at his own expense against fire, water and theft damage at new value. The customer may not pledge the reserved goods or assign them as security.
If PRIMINER Werkzeugmaschinen GmbH withdraws from the contract due to the customer's behavior in breach of contract, in particular due to late payment, the customer must bear all costs of repossession of the reserved goods by PRIMINER Werkzeugmaschinen GmbH. The reserved goods will be taken back for the proceeds generated from utilization by PRIMINER Werkzeugmaschinen GmbH. In the event of seizures or other interventions by third parties, the customer must immediately notify PRIMINER Werkzeugmaschinen GmbH in writing and provide all necessary information and inform the third party about the existing ownership structure.
The processing or transformation of the reserved goods by the customer is always carried out for PRIMINER Werkzeugmaschinen GmbH as a manufacturer within the meaning of § 950 BGB, without obligating PRIMINER Werkzeugmaschinen GmbH. If the reserved goods are processed or inseparably combined with other items belonging to the customer that do not belong to PRIMINER Werkzeugmaschinen GmbH, PRIMINER Werkzeugmaschinen GmbH acquires co-ownership of the new item in the ratio of the objective value of the reserved goods to the other processed objects at the time of processing or Connection. If the connection is made in such a way that the customer's item is to be viewed as the main item, it is agreed that the customer transfers proportional co-ownership to PRIMINER Werkzeugmaschinen GmbH, which the customer stores for PRIMINER Werkzeugmaschinen GmbH free of charge. The same regulations apply to the item resulting from processing or combination as to the reserved goods.
The customer is entitled to resell the reserved goods in the ordinary course of business as long as he is not in default of payment to PRIMINER Werkzeugmaschinen GmbH. However, he already assigns to PRIMINER Werkzeugmaschinen GmbH all claims with all ancillary rights that arise from the resale of the reserved goods against his customer or third parties, regardless of whether the reserved goods are resold without or after processing. The customer is authorized to collect these claims even after the assignment to PRIMINER Werkzeugmaschinen GmbH. The authority of PRIMINER Werkzeugmaschinen GmbH to collect the claims itself remains unaffected by this; However, PRIMINER Werkzeugmaschinen GmbH undertakes not to collect the claims as long as the customer properly meets his payment obligations to it, is not in default of payment and, in particular, no application has been made to open insolvency proceedings against the customer's assets or the customer has stopped payments . PRIMINER Werkzeugmaschinen GmbH can demand at any time that the customer informs it of the assigned claims and its customers, provides all information required for collection, hands over the associated documents and discloses the assignment to its customers.
If the value of the securities existing in favor of PRIMINER Werkzeugmaschinen GmbH exceeds its total claims against the customer by more than twenty (20)%, PRIMINER Werkzeugmaschinen GmbH is obliged to release securities of its choice at the customer's request.
Warranty
The customer's claims for defects require that he has properly complied with his statutory inspection and complaint obligations. The customer must declare any complaint to PRIMINER Werkzeugmaschinen GmbH in writing, specifying the type and extent of the defect so that the legitimacy of the complaint can be verified.
If the customer's notification of defects is made incorrectly, PRIMINER Werkzeugmaschinen GmbH is entitled to demand compensation from the customer for the expenses incurred in connection with checking the legitimacy of the notification of defects.
In the event of a justified and timely notification of defects, the customer initially only has a claim to supplementary performance, which PRIMINER Werkzeugmaschinen GmbH chooses to provide by eliminating the defect (repair) or by delivering defect-free goods (replacement delivery). PRIMINER Werkzeugmaschinen GmbH will bear the expenses necessary for the purpose of supplementary performance in accordance with the statutory provisions. If the customer legitimately claims costs in this context that he incurred from using his own employees or his own materials, the customer's claims for reimbursement are limited to his own costs. If the expenses required for the purpose of supplementary performance increase because the delivery item was moved to a location other than the agreed delivery location at the request of the customer, the additional costs incurred as a result must be borne by the customer.
If PRIMINER Werkzeugmaschinen GmbH is unable to remedy the defect or deliver a replacement, PRIMINER Werkzeugmaschinen GmbH refuses to do so, the remedy of the defect or replacement delivery is delayed beyond a reasonable period of time for reasons for which PRIMINER Werkzeugmaschinen GmbH is responsible, or at least fails to remedy the defect fails twice, the customer is entitled, at his discretion, to withdraw from the contract or to demand a corresponding reduction in the purchase price. In the event of a partial delivery, the customer is obliged to withdraw from the entire contract or to claim damages instead of the entire service in accordance with the provisions in Section IX. These terms and conditions are only entitled if he has no interest in the partial service provided based on an objective standard.
The warranty is void if the customer processes the delivery item on his own initiative or has it processed by third parties without the consent of PRIMINER Werkzeugmaschinen GmbH and this makes the removal of defects impossible or unreasonably difficult. In any case, the customer must bear the additional costs of correcting the defect resulting from processing. Furthermore, PRIMINER Werkzeugmaschinen GmbH is not liable for improper or unsuitable use, in particular improper installation, excessive stress, incorrect assembly or incorrect use by the customer or third parties, natural wear and tear, disregard of instructions for use or otherwise incorrect treatment or handling.
The limitation period for claims for subsequent performance, withdrawal and reduction due to defects is twelve months from the transfer of risk.
Liability
PRIMINER Werkzeugmaschinen GmbH is liable for damages, regardless of the legal basis, in particular from impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations or from unlawful acts, exclusively in accordance with the provisions in Section IX of these terms and conditions. Otherwise, any liability for damages is excluded.
PRIMINER Werkzeugmaschinen GmbH is liable within the framework of the legal provisions for intentional and grossly negligent behavior, for injury to life, limb and health as well as for guaranteed characteristics and in accordance with the provisions of the Product Liability Act.
In addition, PRIMINER Werkzeugmaschinen GmbH is liable for damages resulting from a slightly negligent violation of essential contractual obligations. Essential to the contract are those obligations whose fulfillment makes the proper fulfillment of the contract possible in the first place and on whose compliance the customer regularly trusts and can rely.
The liability of PRIMINER Werkzeugmaschinen GmbH is limited to the amount of foreseeable damage typical of the contract. Indirect damage and consequential damage can only be compensated if such damage is to be expected when the delivery item is used as intended. Claims for damages due to lost profits are excluded in any case.
The customer will immediately and comprehensively inform and consult PRIMINER Werkzeugmaschinen GmbH if he wishes to use them in accordance with the above regulations. The customer must give PRIMINER Werkzeugmaschinen GmbH the opportunity to investigate the damage.
The regulation on the exclusion of the warranty in Section VIII. 5 of these terms and conditions applies accordingly to claims for damages.
The limitation period for claims for damages due to defective delivery is one (1) year from the transfer of risk. The limitation period for claims for damages due to the violation of other contractual obligations due to minor negligence is one (1) year from the end of the year in which the claim arose and the customer became aware of the circumstances giving rise to the claim and the person of the debtor or without gross negligence had to obtain. In the event of injury to life, limb or health, for damages under the Product Liability Act as well as for damages caused by fraudulent behavior, intent, gross negligence or negligent violation of essential contractual obligations within the meaning of Section IX. 3 of these terms and conditions, the statutory limitation period applies.
Final provisions
Changes and additions to these terms and conditions as well as additional agreements must be made in writing and only apply to the respective contract. This also applies to a cancellation of this written form clause.
The place of performance for the obligations of PRIMINER Werkzeugmaschinen GmbH arising from the business relationship with the customer is Neumünster, unless otherwise agreed in writing.
If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is Neumünster. However, PRIMINER Werkzeugmaschinen GmbH is entitled to sue the customer at another place of jurisdiction.
German law applies exclusively, excluding the United Nations Convention of April 11, 1980 on Contracts for the International Sale of Goods (CISG).
Should a provision of these terms and conditions be or become invalid or unenforceable, this will not affect their validity. In such a case, the parties will attempt to mutually replace the invalid or unenforceable provision with an effective or enforceable provision that comes closest to what the contractual partners wanted in an economic sense when the contract was concluded. The same applies in the event of a contractual gap.