GENERAL TERMS AND CONDITIONS
General Terms and Conditions of Sale and Delivery of Kernlochbohrer GmbH
§ 1 General
All deliveries, sales and offers of Kernlochbohrer GmbH (hereinafter: "we", "us" or "Kernlochbohrer") are made exclusively on the basis of these General Terms and Conditions of Sale and Delivery ("GTC"). Our GTC shall also apply to all future business relationships with the customer, even if they are not expressly agreed again.
We hereby reject any general terms and conditions of the customer that contradict or supplement our GTC. Our GTC also apply if we carry out the delivery without reservation in the knowledge that the customer's terms and conditions contradict or deviate from our GTC.
Kernlochbohrer's offers and services are aimed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law, but not at consumers. The General Terms and Conditions apply exclusively to the aforementioned target group. Our goods and products are not intended for the purpose of direct or indirect resale to a consumer.
Agreements or supplements deviating from these GTC shall only apply in the case of an individual agreement, which must be made in text form and must be proven by the contracting party invoking it. Agreements concluded before or upon conclusion of the contract must be in text form to be valid.
§ 2 Offer and conclusion of contract, cancellation fees, returns
Our offers are subject to change and non-binding; only the order by the customer shall be deemed a binding contractual offer, which we can accept within 10 working days. Acceptance is made by written or text order confirmation (also by e-mail or fax) or implied by delivery of the goods. If we wish to deviate from this principle of non-binding nature in an offer, we shall expressly designate our offer as binding.
Any information and advice given by Kernlochbohrer employees over the telephone is only binding if confirmed in writing or in text form.
In the event that the customer cancels the order or returns the goods after the contract has been concluded without the requirements of a statutory or contractually agreed right of withdrawal or other right of cancellation being met, we are entitled to claim 20% of the total net order value (excluding shipping costs) of the goods concerned as liquidated damages.
The same applies if the customer does not pay the advance payment within 14 days of receiving a request for payment, without the conditions of a statutory or contractually agreed right of withdrawal or other right of cancellation being met, and we then cancel the order.
The customer has the right to prove to us that we have suffered no loss at all or only a significantly lower loss as a result of the cancellation or return. Any claims for compensation from us for higher damages remain unaffected. The amount of the flat-rate compensation shall be offset against this.
In the event of a return shipment as a gesture of goodwill, the customer is obliged to pack the goods to be sent securely against any transport damage and to document any previous damage. The customer is responsible for returning the goods in perfect condition. The transfer of risk from the customer to us shall take place upon receipt of the returned goods in our warehouse. The customer shall bear the costs of the return shipment.
§ 3 Prices, payment, set-off restrictions
All prices are net prices excluding VAT, which the purchaser must pay in addition at the respective statutory rate. The deduction of a discount requires an express written agreement.
Unless expressly agreed otherwise, our prices are ex works (EXW / Ex Works according to Incoterms 2020) from our warehouse specified in the order confirmation. EXW means that the customer is responsible for transport, insurance and all other risks from the Kernlochbohrer warehouse.
For shipments within Germany, prices above a net order value of €100 are deemed to be "CPT / carriage paid" in accordance with Incoterms 2020. In this case, we will arrange for the goods to be transported to the kerbside at the destination specified by the customer. The customer bears the costs of unloading. CPT means that we organise the transport, but the transfer of risk takes place when the goods are handed over to the first carrier.
We charge an island surcharge for shipping to islands (without a road connection).
For shipping up to and including a net order value of €99.99 and shipping outside Germany, separate flat-rate shipping charges apply.
Unless otherwise agreed, the purchase price and the fees for ancillary services are due for payment immediately upon conclusion of the contract.
Offsetting against claims by Kernlochbohrer is only permitted with active claims that are undisputed or have been legally established. The exercise of a right of retention by the customer is only permitted for claims based on the same contractual relationship.
§ 4 Reservation of self-supply
Our delivery and performance obligation is subject to the reservation of correct and timely self-delivery, unless we are responsible for the incorrect or delayed self-delivery. We must prove that we are not at fault.
§ 5 Delivery time
In the case of deliveries at a fixed time, we only guarantee that the goods will leave our factory (or be ready for collection) at the agreed time at the latest and that the carrier will be instructed to observe the delivery date requested by the buyer. The carrier commissioned by us usually delivers the goods to the customer within 72 hours within Germany.
A fixed delivery date and time ("fixed date") requires a separate agreement for an additional charge.
Without prejudice to Kernlochbohrer's other statutory rights, deadlines and dates are extended by the period in which the customer fails to fulfil his obligations towards Kernlochbohrer. The defence of non-performance of the contract remains reserved.
If the customer is in default of acceptance or culpably violates other obligations to co-operate, e.g. the provision of a complete and correct delivery address, we are entitled to demand compensation for the damages incurred by us in this respect, including any additional expenses. Further claims or rights are reserved.
§ 6 Delivery, transfer of risk, unloading
For delivery terms EXW/ Ex Works according to Incoterms 2020:
Delivery and the transfer of risk to the customer take place when the goods are made available at the relevant Kernlochbohrer distribution centre. The customer bears all risks of loss or damage to the goods from the agreed time of delivery.
For delivery condition "CPT / carriage paid" according to Incoterms 2020:
The delivery of the goods and the transfer of risk to the customer takes place when the goods are handed over to the carrier at the relevant Kernlochbohrer distribution centre. The customer bears all risks of loss or damage to the goods from this point onwards.
The customer must accept the delivered goods from the carrier at the named place of destination. Unless a fixed delivery date has been agreed with the customer for a separate fee, delivery will be made during normal business hours and usually by a forwarding agent. Smaller items are dispatched by a parcel service. Notification by telephone will only be made if the customer indicates this during the ordering process and then, as a rule, at the latest on the day before delivery by the forwarding agent. The customer is obliged to provide appropriate unloading equipment and personnel. In case of doubt, the customer must request the necessary information from us when placing the order.
If there are delays in unloading the means of transport and we are charged additional costs by the carrier as a result, these additional costs shall be reimbursed by the customer.
If the customer is in default of acceptance or payment, the risk of loss of or damage to the goods shall pass to the customer at this point in time, irrespective of whether a transfer of risk has already occurred for other reasons.
§ 7 Notification of defects, transport damage
Claims for defects by the customer or other claims by the customer based on a material defect or defect of title require that the customer has fulfilled his inspection and complaint obligations under § 377 of the German Commercial Code (HGB). Otherwise the goods shall be deemed to have been approved. To concretise § 377 HGB the following applies:
Visible transport damage -including damage to the packaging- must be reported to the transport person upon receipt of the goods; the freight documents must not be acknowledged without reference to the existence of transport damage; Kernlochbohrer must be informed immediately, at the latest on the next working day;
Recognisable defects, i.e. defects that (would) become apparent during an inspection in the ordinary course of business, must be reported by the customer within 7 days of delivery.
Hidden defects, i.e. defects that are not (or cannot be) noticed during an inspection in the ordinary course of business, must be reported within 7 days of discovery, at the latest within the warranty period.
After installation/commissioning of the goods by the customer, the customer shall only be entitled to assert claims that can only be recognised after installation/commissioning. The complaint must be made at least in text form and must include the product name, the order number, the serial number, the date of purchase and a precise description and photos of the defect. Timely dispatch of the notification of defects shall be sufficient to meet the deadline. In the event of a dispute, the customer must prove receipt of the notification of defects.
§ 8 Warranty
If the customer has duly fulfilled his obligations to give notice of defects in accordance with § 7 and if there is a material defect or defect of title ("defect") in the delivered goods, the statutory provisions of the German Civil Code (BGB) shall apply, unless otherwise stipulated below.
The decisive time for the existence of a material defect is the time of the transfer of risk to the customer. Defects that only become apparent after the transfer of risk shall only justify warranty claims if the buyer can demonstrate that the cause was already present at the time of the transfer of risk.
Normal wear and tear as well as improper use of the goods do not constitute a material defect.
All information about the goods supplied by Kernlochbohrer, in particular the illustrations, drawings, weight, dimension and performance data contained in offers, assembly instructions etc. are approximate average values based on our experience and the state of the art. They represent neither guarantees of quality nor assurances of certain properties or assurances of suitability for a specific purpose. Unless limits for deviations have been expressly agreed in writing or in text form prior to or upon conclusion of the contract, deviations customary in the industry are permitted in any case. This also applies to special dimensions and customised products.
The description of goods as B-goods is a quality agreement. Defects or limitations that are mentioned in the item description or are recognisable in the illustrations or typically result from the characteristic of B-goods do not constitute a material defect.
If the assembly, operating and maintenance instructions of Kernlochbohrer are not followed, changes are made to the goods, parts are replaced that do not correspond to the original specifications, there is no warranty unless the customer proves that the defect is not due to this.
Kernlochbohrer may choose whether to remedy the defect or deliver goods free of defects. The customer must give us the opportunity to make at least two attempts at subsequent fulfilment.
The rejected goods are to be returned to Kernlochbohrer on request in the original or equivalent packaging for inspection. The customer is obliged to pack the goods to be sent securely against any transport damage and to document any previous damage. The customer is responsible for the proper return of the goods. The transfer of risk from the customer to us takes place upon receipt of the goods in our warehouse.
Kernlochbohrer is entitled to refuse subsequent fulfilment in accordance with the statutory provisions. Subsequent fulfilment can also be refused as long as the customer has not sent Kernlochbohrer the rejected goods for inspection according to § 9 clause 8.
The customer may withdraw from the contract or demand a reduction in price in accordance with the statutory provisions, however, at the earliest after the unsuccessful expiry of a reasonable deadline set by the customer for subsequent fulfilment, unless the setting of a deadline for subsequent fulfilment is dispensable in accordance with the statutory provisions. In the event of cancellation, the customer shall be liable for any deterioration of the goods beyond normal use or for their destruction as well as for any benefits derived and not derived.
Repairs and replacement deliveries by Kernlochbohrer due to a notification of defects by the customer only lead to a new start of the limitation period if an explicit declaration of acknowledgement is made.
The provisions in § 10 apply to any claims for damages and reimbursement of expenses by the customer.
The limitation period for claims for defects is 1 year from delivery. This shall not apply in the case of intent or in the cases of § 438 Para. 1 No. 2 BGB, in which the statutory period shall apply.
The limitations of the warranty rights from § 9 No. 9 (with the exception of the limitation from § 9 No. 6) do not apply in cases in which Kernlochbohrer has fraudulently concealed a defect or has assumed a guarantee for the quality of the item. A guarantee requires an express written or textual declaration by Kernlochbohrer.
§ 9 Liability
We are not liable in the cases of § 8 clause 5.
Furthermore, our liability for damages, irrespective of the legal grounds, in particular for impossibility, delay, defective or incorrect delivery, breach of contract and unauthorised action, insofar as fault is involved, is limited in accordance with this section:
Kernlochbohrer is liable for damages in accordance with the statutory provisions in cases of intent and gross negligence, absence of warranted characteristics, assumption of guarantees and fraudulent intent.
In cases of gross negligence by ordinary vicarious agents and non-executive employees without breach of a material contractual obligation (= obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the customer regularly relies and may rely) Kernlochbohrer's liability is limited, in deviation from a), to compensation for foreseeable damage typical for the contract.
In case of ordinary negligence Kernlochbohrer is only liable for damages resulting from the breach of a fundamental contractual obligation; in this case the liability is limited to the compensation of the foreseeable damage typical for the contract;
Any further liability of Kernlochbohrer is excluded.
Insofar as Kernlochbohrer's liability is excluded or limited in terms of reason or amount, this also applies to any personal liability of employees, legal representatives and vicarious agents.
The statutory provisions on the burden of proof remain unaffected.
The above provisions or limitations of liability in this paragraph do not apply to liability under the Product Liability Act and any applicable non-waivable foreign product liability regulations, or due to injury to life, limb or health.
The customer is obliged to notify Kernlochbohrer immediately in writing or in text form of any damage within the meaning of the above liability provisions or to have it recorded by Kernlochbohrer so that Kernlochbohrer is informed as early as possible and can possibly minimise the damage together with the customer.
§ 10 Force majeure
Even binding delivery periods shall be extended appropriately in cases of force majeure, in particular in the event of shortages of materials or transport facilities, labour disputes, war, unrest, epidemics or pandemics, official or legal measures (e.g. export restrictions) and other unforeseeable and serious events (irrespective of whether these force majeure events affect us or our suppliers or subcontractors) by the duration and extent of the disruption plus a reasonable lead time. We are obliged to inform the customer of the event without undue delay within the bounds of what is reasonable.
If the hindrance lasts longer than 2 months, both parties to the contract are entitled to withdraw from the part of the contract that has not yet been fulfilled. If the suspension of the delivery obligation is unreasonable for the customer, he shall also be entitled to withdraw from the affected contract after the expiry of a reasonable deadline to be set by him. In the cases provided for by law (in particular §§ 323 para. 2, para. 4 BGB, 326 para. 5 BGB, § 376 HGB), it is not necessary to set a deadline. If a partial performance has been effected, the customer may only withdraw from the entire contract if he has no interest in the partial performance.
§ 11 Retention of title
We reserve title to the purchased item until all payments arising from the business relationship with the customer have been received. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall constitute a cancellation of the contract. After taking back the purchased item, we shall be authorised to sell it; the proceeds from the sale shall be offset against the customer's liabilities - less reasonable selling costs.
In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
The customer shall be entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorised to collect this claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer fulfils his payment obligations, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
The processing or remodelling of the object of sale by the customer shall always be carried out on our behalf. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.
If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall hold the resulting sole ownership or co-ownership for us.
We undertake to release the securities to which we are entitled at the customer's request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.
§ 12 Supplementary special provisions for contracts concluded via the online shop
Our offers in the online shop represent a non-binding invitation to the customer to place an order with us.
The ordering process consists of three input steps. In the last step, the customer can check and correct his details. By clicking on the "Buy" button, the customer submits a binding offer. We reserve the right to accept the offer.
After placing an order, the customer receives an automatically generated confirmation of receipt by e-mail. This does not constitute the conclusion of a contract and does not contain a request for payment.
A contract is only concluded by express acceptance in text form: by pro forma invoice, order, dispatch confirmation or other message (e-mail, fax, letter). Upon express request, we will send a written order confirmation.
Payment methods in the online shop: prepayment, PayPal, EC and credit card, payment on collection, iDeal, Klarna, Sofortüberweisung. Delivery on account only takes place after a positive credit check with a payment term of max. 10 days after receipt of goods.
If payment is made by bank transfer, the goods will only be dispatched after the amount has been credited to our account.
§ 13 Severability clause, place of jurisdiction, applicable law
The invalidity of individual contractual provisions (including these GTC) shall not affect the validity of the remainder of the contract.
The customer may only assign claims against us to third parties with our prior consent.
The place of jurisdiction - also internationally - for all disputes arising from the contractual relationship is Stuttgart (Germany).
German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
§ 14 Electronic communication and digital processes
Contractual declarations, confirmations or notifications in connection with the execution of the contract may be made in text form, in particular by e-mail, unless written form is required by law.
Insofar as systems for electronic signatures or order processing (e.g. web portals) are used, the customer recognises these as equivalent to the written form, provided that the identity of the declaring party and the integrity of the message are guaranteed.
Status: May 2025