General Terms and Conditions of Sale and Delivery

I. General Provisions

The following terms and conditions exclusively apply to all deliveries and services provided by Eximia Tools GmbH (hereinafter referred to as “Eximia”).

Deviating purchasing conditions of the buyer shall not become part of the contract, even if the order is accepted.

A contract is concluded – unless otherwise agreed – with the written order confirmation from Eximia.

Eximia reserves ownership and copyright on samples, cost estimates, drawings, and similar physical and intangible information, including those in electronic form.

II. CSR / Sustainability Requirements

The sustainability of our suppliers is an essential part of our company policies. The CSR guidelines are communicated when a supplier is added to the supplier directory.

III. Price and Payment

Prices apply ex-works, including loading at the factory, but excluding packaging, shipping, and unloading, unless otherwise agreed. VAT at the applicable statutory rate is added to the prices.

The purchase price is due in full, without deductions or discounts, upon delivery. The buyer will be in default 30 days after delivery if payment has not been made, without the need for a further declaration from the seller. Eximia may also place the buyer in default earlier according to statutory provisions.

The buyer is only entitled to withhold payments if their counterclaims are undisputed or have been legally established.

The buyer may only set off counterclaims from other legal relationships if they are undisputed or have been legally established.

If the buyer fails to make payment when due, the outstanding amounts shall bear interest from the due date at 5% p.a.; the assertion of higher interest and further damages in case of default remains unaffected.

IV. Delivery Time

The delivery time is determined by the agreements between the contracting parties.

Compliance with the delivery time is subject to correct and timely self-delivery by Eximia. Eximia will notify the buyer of any foreseeable delays as soon as possible.

The delivery time is deemed met if the delivery item has left Eximia’s factory by the end of the delivery time or readiness for dispatch has been reported. If acceptance is required, the date of acceptance is decisive, except in the case of justified refusal of acceptance; otherwise, the notification of readiness for acceptance is decisive.

If the dispatch or acceptance of the delivery item is delayed for reasons attributable to the buyer, the costs incurred due to the delay will be charged to the buyer one month after the notification of readiness for dispatch or acceptance.

If the non-compliance with the delivery time is due to force majeure, labor disputes, or other events beyond Eximia’s control, the delivery time shall be extended appropriately. Eximia will notify the buyer of the start and end of such circumstances as soon as possible.

V. Transfer of Risk, Acceptance

The place of performance is Eximia’s place of business.

The risk passes to the buyer when the delivery item has left the factory, even if partial deliveries are made or the supplier has taken on other services, such as shipping costs or delivery and installation. If acceptance is required, it is decisive for the transfer of risk. It must be carried out immediately on the acceptance date or alternatively after Eximia’s notification of readiness for acceptance. The buyer may not refuse acceptance due to a minor defect.

If the dispatch or acceptance is delayed or does not occur due to circumstances not attributable to Eximia, the risk passes to the buyer from the date of notification of readiness for dispatch or acceptance.

Partial deliveries are permissible as long as they are reasonable for the buyer.

VI. Retention of Title

Eximia retains ownership of the delivery item until full payment – including any additional owed ancillary services – has been received under the delivery contract.

Eximia is entitled to insure the delivery item at the buyer’s expense against theft, breakage, water, and other damages unless the buyer can prove that they have taken out the insurance themselves.

VII. Warranty Claims

The buyer is obligated to report obvious defects to Eximia in text form within two weeks of receiving the goods; sending the notification within the period is sufficient to meet the deadline. Later occurring defects must be reported immediately. The defects should be described as detailed as possible by the buyer.

If the buyer reports a defect that, upon inspection by Eximia, does not exist, and the buyer was aware of the non-existence of the defect when making the report or was negligent in this regard, the buyer shall compensate Eximia for the incurred damages. Under the preceding provisions, Eximia is entitled to demand reimbursement from the buyer for the expenses incurred by Eximia, such as for examining the item or for repairs requested by the buyer. The buyer is entitled to prove that the reported defect does exist, as well as to prove that Eximia incurred no or only minor damage. In the event of a defect, Eximia has the right to rectification according to § 439 BGB before the more extensive rights of § 437 BGB can be asserted. If the buyer chooses repair, it is only considered unsuccessful after the second unsuccessful attempt. This does not apply if something else results from the nature of the item, the defect, or other circumstances, or if Eximia refuses both types of rectification under § 439 (4) BGB.

The buyer must declare within a reasonable period, upon request by Eximia, whether they will withdraw from the contract due to the breach of duty or insist on delivery. In the case of defects, however, the statutory provisions on withdrawal apply.

If delivery is impossible or becomes impossible, the statutory provisions also apply.

VIII. Disclaimer of Liability

Eximia is liable for all damages caused by intent or gross negligence, including those of its representatives or agents.

In cases of injury to life, body, or health, damages subject to the Product Liability Act, damages due to the breach of a cardinal duty (cardinal duties are duties that enable the proper execution of the contract and on which the contractual partner regularly relies), breaches of agreed quality standards, or fraudulent concealment of defects, Eximia is also liable for slight negligence and thus for any fault of its representatives or agents.

In the event of a breach of cardinal duties (as defined above), liability is limited to the foreseeable, contract-typical damage, unless another of the aforementioned cases of extended liability applies.

The above regulations apply to all claims for damages (especially for damages in addition to performance and damages instead of performance), regardless of the legal basis, particularly due to defects, breaches of duties under the contractual relationship, or tort. They also apply to claims for reimbursement of wasted expenses.

These regulations do not involve a shift of the burden of proof to the disadvantage of the buyer.

IX. Statute of Limitations, Warranty Period

The limitation period for claims and rights due to defects – regardless of the legal basis – is one year. However, this is subject to the following provisions:

• a) The limitation period does not apply in cases of intent or fraudulent concealment of a defect or if the buyer has provided a guarantee for the quality of the services. In these cases, the statutory periods apply.
• b) The limitation period does not apply to buildings or works whose success depends on the provision of planning or supervision services. In these cases, the statutory periods apply.
• c) The limitation period also does not apply to claims for damages in the event of gross negligence, in the case of culpable breach of cardinal duties (as defined in section VII), in cases of culpably caused injury to life, body, or health, or in claims under the Product Liability Act. In these cases, the statutory periods apply.
• d) When this provision refers to claims for damages, it also includes claims for reimbursement of wasted expenses.

Unless explicitly stated otherwise, the statutory provisions on the commencement of the limitation period, suspension, interruption, and recommencement of periods remain unaffected.

The above provisions apply accordingly to claims for damages that are not related to a defect.

These regulations do not involve a shift of the burden of proof to the disadvantage of the buyer.

X. Applicable Law, Jurisdiction

The legal relationships between Eximia and the buyer are exclusively governed by the laws of the Federal Republic of Germany, applicable to legal relationships between domestic parties.

The place of jurisdiction is the court responsible for Eximia. However, Eximia is also entitled to file a lawsuit at the buyer’s principal place of business.

Pollenfeld-Preith (Germany) 2023