Terms of service

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General Terms and Conditions with Customer Information - Business-to-Consumer
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Table of Contents
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1. Scope of application
2. Conclusion of contract
3. Right of withdrawal
4. Prices and payment terms
5. Delivery and shipping terms
6. Retention of title
7. Liability for defects (warranty)
8. Redemption of promotional vouchers
9. Redemption of gift vouchers
10. Applicable law
11. Place of jurisdiction
12. Code of conduct
13. Alternative dispute resolution

1) Scope of application
1.1 These General Terms and Conditions (hereinafter "GTC") of Brüder Mannesmann Werkzeuge GmbH (hereinafter "Seller") apply to all contracts for the supply of goods that a consumer or entrepreneur (hereinafter "Customer") concludes with the Seller in respect of the goods presented by the Seller in its online shop. The inclusion of the Customer's own terms and conditions is hereby objected to, unless otherwise agreed.
1.2 These GTC apply accordingly to contracts for the supply of vouchers, unless otherwise provided in this respect.
1.3 A consumer within the meaning of these GTC is any natural person who enters into a legal transaction for purposes that predominantly can be attributed neither to their commercial nor to their self-employed professional activity.
1.4 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of their commercial or self-employed professional activity.

2) Conclusion of contract
2.1 The product descriptions contained in the Seller's online shop do not constitute binding offers on the part of the Seller, but serve to enable the Customer to submit a binding offer.
2.2 The Customer may submit the offer via the online order form integrated into the Seller's online shop. In doing so, after placing the selected goods in the virtual shopping cart and completing the electronic ordering process, the Customer submits a legally binding contractual offer in respect of the goods contained in the shopping cart by clicking the button that concludes the ordering process.
2.3 The Seller may accept the Customer's offer within five days,
- by sending the Customer a written order confirmation or an order confirmation in text form (fax or e-mail), in which case receipt of the order confirmation by the Customer is decisive, or
- by delivering the ordered goods to the Customer, in which case receipt of the goods by the Customer is decisive, or
- by requesting payment from the Customer after the Customer has placed the order.
If several of the aforementioned alternatives apply, the contract is concluded at the point in time at which one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the Customer sends the offer and ends at the end of the fifth day following the sending of the offer. If the Seller does not accept the Customer's offer within the aforementioned period, this is deemed a rejection of the offer, with the consequence that the Customer is no longer bound by their declaration of intent.
2.4 If a payment method offered by PayPal is selected, payment is processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), subject to the PayPal Terms of Use, available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or, if the Customer does not have a PayPal account, subject to the Terms for payments without a PayPal account, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. If the Customer pays using a payment method offered by PayPal that can be selected during the online ordering process, the Seller hereby declares its acceptance of the Customer's offer at the point in time at which the Customer clicks the button that concludes the ordering process.
2.5 If the payment method "Amazon Payments" is selected, payment is processed via the payment service provider Amazon Payments Europe s.c.a., 38 avenue John F. Kennedy, L-1855 Luxembourg (hereinafter: "Amazon"), subject to the Amazon Payments Europe User Agreement, available at https://payments.amazon.de/help/201751590. If the Customer selects "Amazon Payments" as the payment method during the online ordering process, they simultaneously issue a payment order to Amazon by clicking the button that concludes the ordering process. In this case, the Seller hereby declares its acceptance of the Customer's offer at the point in time at which the Customer initiates the payment process by clicking the button that concludes the ordering process.
2.6 When an offer is submitted via the Seller's online order form, the contract text is stored by the Seller after conclusion of the contract and sent to the Customer in text form (e.g. e-mail, fax or letter) after the Customer has sent the order. The Seller does not make the contract text accessible beyond this. If the Customer has set up a user account in the Seller's online shop before sending the order, the order data is archived on the Seller's website and can be accessed by the Customer free of charge via their password-protected user account by entering the corresponding login data.
2.7 Before submitting the order in a binding manner via the Seller's online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means of better identifying input errors may be the browser's magnification function, which enlarges the display on the screen. The Customer can correct their entries during the electronic ordering process using the usual keyboard and mouse functions until they click the button that concludes the ordering process.
2.8 Various languages are available for the conclusion of the contract. The specific choice of languages is shown in the online shop.
2.9 Order processing and contact generally take place by e-mail and automated order processing. The Customer must ensure that the e-mail address they provide for order processing is correct, so that e-mails sent by the Seller can be received at this address. In particular, when using SPAM filters, the Customer must ensure that all e-mails sent by the Seller or by third parties commissioned by the Seller with order processing can be delivered.

3) Right of withdrawal
3.1 Consumers are generally entitled to a right of withdrawal.
3.2 Further information on the right of withdrawal can be found in the Seller's withdrawal policy.

4) Prices and payment terms
4.1 Unless otherwise stated in the Seller's product description, the prices quoted are total prices that include statutory value added tax. Any additional delivery and shipping costs are stated separately in the respective product description.
4.2 The payment option(s) will be communicated to the Customer in the Seller's online shop.
4.3 If payment in advance by bank transfer is agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed a later due date.
4.4 If a payment method offered via the payment service "PayPal" is selected, payment is processed via PayPal, whereby PayPal may also use the services of third-party payment service providers for this purpose. Insofar as the Seller also offers payment methods via PayPal under which it makes advance performance to the Customer (e.g. purchase on account or payment in instalments), it assigns its payment claim in this respect to PayPal or to the payment service provider commissioned by PayPal and specifically named to the Customer. Before accepting the Seller's declaration of assignment, PayPal or the payment service provider commissioned by PayPal carries out a credit check using the transmitted customer data. The Seller reserves the right to refuse the selected payment method to the Customer in the event of a negative credit check result. If the selected payment method is approved, the Customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case, the Customer can only make payment to PayPal or to the payment service provider commissioned by PayPal with debt-discharging effect. However, even in the event of an assignment of the claim, the Seller remains responsible for general customer enquiries, e.g. regarding the goods, delivery time, dispatch, returns, complaints, declarations of withdrawal and return shipments, or credit notes.
4.5 If the payment method "SOFORT" is selected, payment is processed via the payment service provider SOFORT GmbH, Theresienhöhe 12, 80339 Munich (hereinafter "SOFORT"). In order to pay the invoice amount via "SOFORT", the Customer must have an online banking account activated for participation in "SOFORT", must identify themselves accordingly during the payment process and must confirm the payment instruction to "SOFORT". The payment transaction is then carried out immediately by "SOFORT" and the Customer's bank account is debited. Further information on the payment method "SOFORT" can be found by the Customer on the internet at https://www.klarna.com/sofort/.
4.6 If a payment method offered via the payment service "Shopify Payments" is selected, payment is processed via the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). The individual payment methods offered via Shopify Payments are communicated to the Customer in the Seller's online shop. In order to process payments, Stripe may use further payment services, for which special payment terms may apply and to which the Customer may be referred separately. Further information on "Shopify Payments" is available on the internet at https://www.shopify.com/legal/terms-payments-de.
4.7 If the payment method SEPA direct debit is selected, the invoice amount is due for payment after a SEPA direct debit mandate has been issued, but not before the expiry of the period for the advance notice. The direct debit is collected when the ordered goods leave the Seller's warehouse, but not before the expiry of the period for the advance notice. Advance notice ("pre-notification") is any communication (e.g. invoice, policy, contract) from the Seller to the Customer announcing a debit by SEPA direct debit. If the direct debit is not honoured due to insufficient funds in the account or due to incorrect bank details being provided, or if the Customer objects to the debit although they are not entitled to do so, the Customer must bear the fees incurred as a result of the chargeback by the respective credit institution if they are responsible for this. The Seller reserves the right to carry out a credit check when the payment method SEPA direct debit is selected and to reject this payment method in the event of a negative credit check.
4.8 If the payment method credit card via Stripe is selected, the invoice amount is due for payment immediately upon conclusion of the contract. Payment is processed via the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter: "Stripe"). Stripe reserves the right to carry out a credit check and to reject this payment method in the event of a negative credit check.
4.9 If a payment method offered via the payment service "Klarna" is selected, payment is processed via Klarna Bank AB (publ), Sveavägen 46, 111 34 Stockholm, Sweden (hereinafter "Klarna"). Further information and Klarna's terms in this respect can be found here:
www.br-mannesmann.com

5) Delivery and shipping terms
5.1 If the Seller offers to ship the goods, delivery is made within the delivery area specified by the Seller to the delivery address specified by the Customer, unless otherwise agreed. When processing the transaction, the delivery address specified in the Seller's order processing is decisive.
5.2 In the case of goods delivered by freight forwarder, delivery is made "free curbside", i.e. to the public curb nearest to the delivery address, unless otherwise stated in the shipping information in the Seller's online shop and unless otherwise agreed.
5.3 If delivery of the goods fails for reasons for which the Customer is responsible, the Customer shall bear the reasonable costs incurred by the Seller as a result. This does not apply with regard to the costs of outbound shipping if the Customer effectively exercises their right of withdrawal. With regard to the return shipping costs, the provision made in the Seller's withdrawal policy applies if the Customer effectively exercises their right of withdrawal.
5.4 If the Customer acts as an entrepreneur, the risk of accidental loss and accidental deterioration of the goods sold passes to the Customer as soon as the Seller has delivered the item to the freight forwarder, the carrier or the person or institution otherwise designated to carry out the shipment. If the Customer acts as a consumer, the risk of accidental loss and accidental deterioration of the goods sold generally passes only upon handover of the goods to the Customer or to a person authorised to receive them. By way of derogation from this, the risk of accidental loss and accidental deterioration of the goods sold also passes to the Customer in the case of consumers as soon as the Seller has delivered the item to the freight forwarder, the carrier or the person or institution otherwise designated to carry out the shipment, if the Customer has commissioned the freight forwarder, the carrier or the person or institution otherwise designated to carry out the shipment and the Seller has not previously named this person or institution to the Customer.
5.5 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper supply to itself. This applies only in the event that the failure to deliver is not the responsibility of the Seller and the Seller has concluded a specific covering transaction with its supplier with due care. The Seller will make all reasonable efforts to procure the goods. In the event of the unavailability or only partial availability of the goods, the Customer will be informed without undue delay and the consideration will be refunded without undue delay.
5.6 Collection by the Customer is not possible for logistical reasons.
5.7 Vouchers are provided to the Customer as follows:
- by e-mail

6) Retention of title
If the Seller makes advance performance, it retains title to the delivered goods until the purchase price owed has been paid in full.

7) Liability for defects (warranty)
Unless otherwise stated in the following provisions, the statutory provisions on liability for defects apply. By way of derogation from this, the following applies to contracts for the supply of goods:
7.1 If the Customer acts as an entrepreneur,
- the Seller has the choice as to the type of supplementary performance;
- in the case of new goods, the limitation period for defects is one year from delivery of the goods;
- in the case of used goods, rights and claims due to defects are excluded;
- the limitation period does not start anew if a replacement delivery is made within the scope of liability for defects.
7.2 The limitations of liability and shortening of time limits set out above do not apply
- to claims for damages and reimbursement of expenses by the Customer,
- in the event that the Seller has fraudulently concealed the defect,
- to goods that have been used for a building in accordance with their customary use and have caused its defectiveness,
- to any obligation of the Seller to provide updates for digital products in the case of contracts for the supply of goods with digital elements.
7.3 In addition, for entrepreneurs the statutory limitation periods for any statutory right of recourse remain unaffected.
7.4 If the Customer acts as a merchant within the meaning of Sec. 1 of the German Commercial Code (HGB), they are subject to the commercial duty to examine the goods and give notice of defects pursuant to Sec. 377 HGB. If the Customer fails to comply with the notification obligations set out therein, the goods are deemed approved.
7.5 If the Customer acts as a consumer, they are requested to complain to the deliverer about delivered goods with obvious transport damage and to inform the Seller thereof. If the Customer fails to do so, this has no effect whatsoever on their statutory or contractual claims for defects.

8) Redemption of promotional vouchers
8.1 Vouchers that are issued free of charge by the Seller as part of promotions with a specific period of validity and that cannot be purchased by the Customer (hereinafter "promotional vouchers") can only be redeemed in the Seller's online shop and only within the specified period.
8.2 Individual products may be excluded from the voucher promotion if a corresponding restriction results from the content of the promotional voucher.
8.3 Promotional vouchers can only be redeemed before the ordering process is completed. Subsequent offsetting is not possible.
8.4 Only one promotional voucher can be redeemed per order.
8.5 The value of the goods must be at least equal to the amount of the promotional voucher. Any remaining credit will not be refunded by the Seller.
8.6 If the value of the promotional voucher is not sufficient to cover the order, one of the other payment methods offered by the Seller may be selected to settle the difference.
8.7 The credit of a promotional voucher is neither paid out in cash nor does it bear interest.
8.8 The promotional voucher will not be refunded if the Customer returns the goods paid for in whole or in part with the promotional voucher within the scope of their statutory right of withdrawal.
8.9 The promotional voucher is transferable. The Seller may make payment with discharging effect to the respective holder who redeems the promotional voucher in the Seller's online shop. This does not apply if the Seller has knowledge or grossly negligent lack of knowledge of the lack of entitlement, the legal incapacity or the lack of authority of representation of the respective holder.

9) Redemption of gift vouchers
9.1 Vouchers that can be purchased via the Seller's online shop (hereinafter "gift vouchers") can only be redeemed in the Seller's online shop, unless otherwise stated on the voucher.
9.2 Gift vouchers and remaining credit from gift vouchers can be redeemed until the end of the third year following the year of the voucher purchase. Remaining credit will be credited to the Customer until the expiry date.
9.3 Gift vouchers can only be redeemed before the ordering process is completed. Subsequent offsetting is not possible.
9.4 Only one gift voucher can be redeemed per order.
9.5 Gift vouchers can only be used for the purchase of goods and not for the purchase of further gift vouchers.
9.6 If the value of the gift voucher is not sufficient to cover the order, one of the other payment methods offered by the Seller may be selected to settle the difference.
9.7 The credit of a gift voucher is neither paid out in cash nor does it bear interest.
9.8 The gift voucher is transferable. The Seller may make payment with discharging effect to the respective holder who redeems the gift voucher in the Seller's online shop. This does not apply if the Seller has knowledge or grossly negligent lack of knowledge of the lack of entitlement, the legal incapacity or the lack of authority of representation of the respective holder.

10) Applicable law
The law of the Federal Republic of Germany applies to all legal relationships between the parties, to the exclusion of the laws on the international sale of movable goods. In the case of consumers, this choice of law applies only insofar as the protection granted by mandatory provisions of the law of the state in which the consumer has their habitual residence is not thereby withdrawn.

11) Place of jurisdiction
If the Customer acts as a merchant, a legal entity under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the Seller's place of business. If the Customer has its registered office outside the territory of the Federal Republic of Germany, the Seller's place of business is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the Customer's professional or commercial activity. In the aforementioned cases, however, the Seller is in any event entitled to bring proceedings before the court at the Customer's registered office.

12) Code of conduct
- The Seller has submitted to the guidelines for "Google Customer Reviews", which can be viewed on the internet at https://support.google.com/merchants/topic/7105962.
- The Seller has submitted to the Trusted Shops quality criteria, which can be viewed on the internet at https://www.trustedshops.com/tsdocument/TS_QUALITY_CRITERIA_de.pdf.

13) Alternative dispute resolution
13.1 The EU Commission provides a platform for online dispute resolution on the internet at the following link: https://ec.europa.eu/consumers/odr
This platform serves as a point of contact for the out-of-court settlement of disputes arising from online purchase or service contracts involving a consumer.
13.2 The Seller is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.

 

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General Terms and Conditions - Business-to-Business
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1. Scope of application
These General Terms and Conditions of Sale and Delivery (hereinafter "Terms") apply to all contracts for the supply of goods between Brüder Mannesmann Werkzeuge GmbH (hereinafter "Seller") and its customers (hereinafter "Buyer"). They apply only if the Buyer is an entrepreneur (Sec. 14 of the German Civil Code, BGB), a legal entity under public law or a special fund under public law.
The Terms as amended from time to time also apply as a framework agreement to future contracts for the supply of goods with the same Buyer, without the Seller having to refer to them again in each individual case. The Seller will inform the Buyer in text form of any changes to the Terms; the amended version applies only to contracts concluded thereafter.
These Terms apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall become part of the contract only if and to the extent that the Seller has expressly consented to their application in text form. This consent requirement applies even if the Seller carries out the delivery without reservation in the knowledge of the Buyer's terms and conditions.
Individual agreements made with the Buyer in a specific case (including collateral agreements, supplements and amendments) shall in all cases take precedence over these Terms. Subject to proof to the contrary, a contract in text form or the Seller's confirmation in text form is decisive for the content of such agreements.
Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting of deadlines, notice of defects, withdrawal or reduction of the purchase price) must be made at least in text form (Sec. 126b BGB). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, remain unaffected.
The Seller reserves title and copyright to cost estimates, drawings, illustrations, calculations and other documents. They may not be made accessible to third parties without the Seller's express consent in text form.

2. Conclusion of contract, minimum order value
The Seller's offers are subject to change and non-binding, unless they are expressly designated as binding. This also applies to information in catalogues, price lists and other product documents.
The Buyer's order for the goods is deemed a binding contractual offer. The Seller may accept this offer within ten working days of receipt. Acceptance takes place by order confirmation in text form or by delivery of the goods.
The content of the Seller's order confirmation is decisive for the scope of the delivery. The Buyer must notify the Seller of any recognisable inaccuracies in the order confirmation without undue delay.
The minimum order value per order is EUR 350.00 net, unless otherwise agreed.
Deviations of the goods from descriptions and illustrations that are customary in the trade and technically unavoidable, in particular minor changes in design, shape or colour, remain reserved, provided that they do not impair the purpose of the contract, do not reduce fitness for use and are reasonable for the Buyer. An agreed quality of the goods remains unaffected by this.

3. Prices
The prices agreed at the time of conclusion of the contract apply; in case of doubt, the prices according to the Seller's price list valid at the time of conclusion of the contract. Prices are in euros net plus the applicable statutory value added tax, ex works (EXW Remscheid, Incoterms 2020), plus packaging, freight and, where applicable, transport insurance, unless otherwise agreed.
If, after conclusion of the contract but before delivery, customs duties, taxes, levies or comparable public charges that directly affect the goods or their transport are newly introduced, increased or amended without the Seller being able to foresee this at the time of conclusion of the contract, the Seller is entitled to adjust the price in accordance with the additional or reduced costs caused thereby. The Seller will provide the Buyer with evidence of the adjustment and its basis of calculation in text form. If the price increases by more than 10 % as a result, the Buyer is entitled to withdraw from the contract with regard to the goods not yet delivered within 14 days of receipt of the adjustment notice.
Paragraph 2 applies accordingly if the place of receipt is changed at the Buyer's request after conclusion of the contract and demonstrable additional costs arise as a result.

4. Delivery, delivery periods, force majeure
Delivery periods and delivery dates are agreed individually or stated by the Seller upon acceptance of the order. If this is not the case, the delivery period is approximately four weeks from conclusion of the contract. Firmly promised arrival times require an express agreement in text form.
The Seller is entitled to make partial deliveries, provided that the partial delivery can be used by the Buyer within the scope of the contractual purpose, delivery of the remaining goods is ensured and the Buyer does not incur significant additional expense or additional costs as a result, unless the Seller declares its willingness to bear these costs.
If the failure to meet delivery periods is due to force majeure, the delivery periods are extended by the duration of the disruption plus a reasonable start-up period. Force majeure includes in particular war, terrorism, natural disasters, pandemics and epidemics including official measures based thereon, industrial disputes (strike and lawful lockout), official orders, embargoes and sanctions, energy and raw material shortages, cyberattacks and significant disruptions to IT systems for which the Seller is not responsible, as well as significant disruptions to transport routes, in each case to the extent that the event is unforeseeable, unavoidable and not the responsibility of the Seller. The Seller will notify the Buyer without undue delay of the start and expected end of the disruption.
The delivery period is also extended in accordance with paragraph 3 in the event of incorrect or untimely supply to the Seller itself, provided that the Seller has concluded a congruent covering transaction, neither the Seller nor its supplier is at fault and the Seller is also unable to procure the goods elsewhere in good time with reasonable effort. The Seller will inform the Buyer without undue delay about the unavailability in good time.
If a disruption under paragraph 3 or paragraph 4 lasts longer than two months, or if it is established that performance is finally impossible, both parties are entitled to withdraw from the contract with regard to the part not yet performed. The Seller will reimburse without undue delay any consideration already rendered by the Buyer for which no delivery has been made. Claims for damages by the Buyer due to the delay are excluded in these cases; Clause 10 remains unaffected.
The occurrence of default in delivery by the Seller is governed by the statutory provisions. In all cases, a reminder from the Buyer is required.
If the Buyer is in default of acceptance, fails to cooperate or if delivery is delayed for other reasons for which the Buyer is responsible, the Seller is entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). The Seller's statutory rights remain unaffected.

5. Shipping, transfer of risk
Delivery is made ex works Remscheid; this is also the place of performance for the delivery and for any supplementary performance. At the Buyer's request and expense, the goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed, the Seller is entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself at its due discretion.
The risk of accidental loss and accidental deterioration of the goods passes to the Buyer at the latest upon handover. In the case of a sale by dispatch, the risk passes as soon as the goods are delivered to the freight forwarder, the carrier or the person otherwise designated to carry out the shipment. This also applies to carriage-paid delivery and also if the goods are delivered using the Seller's own vehicles. If the Buyer is in default of acceptance, this is equivalent to handover.
At the Buyer's request, the shipment will be insured at the Buyer's expense against the usual transport risks.
The Buyer must document externally recognisable transport damage or shortfalls vis-à-vis the transport company upon delivery and notify the Seller thereof in text form without undue delay. The obligations to give notice of defects under Clause 9 paragraph 2 remain unaffected.

6. Retention of title
The Seller retains title to the delivered goods (hereinafter "goods subject to retention of title") until all present and future claims arising from the purchase contract and the ongoing business relationship (secured claims) have been paid in full. In the case of payment by cheque and bank transfer, payment is deemed to have been made only upon final crediting.
The goods subject to retention of title may neither be pledged to third parties nor transferred by way of security before the secured claims have been paid in full. The Buyer must notify the Seller in text form without undue delay if third parties access the goods subject to retention of title, in particular in the event of attachments, and if an application is filed to open insolvency proceedings over its assets.
In the event of conduct by the Buyer in breach of contract, in particular non-payment of the purchase price due, the Seller is entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods subject to retention of title. The demand for return presupposes withdrawal; it may be combined with the withdrawal. If the Buyer does not pay the purchase price due, the Seller may assert these rights only if it has previously set the Buyer a reasonable period for payment without success, or if setting such a period is dispensable under the statutory provisions.
The Buyer is authorised to resell and process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition.
Any processing, combining, mixing or blending of the goods subject to retention of title by the Buyer is always carried out for the Seller as manufacturer within the meaning of Sec. 950 BGB, without any obligations arising for the Seller as a result. If the Seller's title expires through combining, mixing or blending with items belonging to third parties, the Seller acquires co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the other items at the time of processing, combining, mixing or blending. In all other respects, the same applies to the new item as to the goods subject to retention of title. The Buyer shall store the goods in which the Seller holds (co-)ownership free of charge for the Seller with the due care of a prudent businessperson.
The Buyer hereby assigns to the Seller by way of security, in full or in the amount of the Seller's possible co-ownership share in accordance with paragraph 5, including all ancillary rights, the claims against third parties arising from the resale of the goods subject to retention of title. The Seller accepts the assignment. The assignment applies irrespective of whether the goods subject to retention of title are resold without or after processing and whether they are resold to one or more purchasers. If the assigned claim is included in a current account, the assignment also covers the claim arising from the respective balance.
The Buyer remains authorised to collect the assigned claims alongside the Seller. The Seller undertakes not to collect the claims as long as the Buyer duly meets its payment obligations, no application has been filed to open insolvency proceedings and there is no other deficiency in the Buyer's ability to perform. If this is the case, however, the Seller may demand that the Buyer disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and notify the debtors of the assignment; in this case the Seller is also entitled to revoke the Buyer's authorisation to resell and process the goods subject to retention of title.
The Buyer shall adequately insure the goods subject to retention of title at its own expense against theft, breakage, fire, water and other damage, unless it can be demonstrated that other adequate insurance exists. The Buyer hereby assigns to the Seller any claims for compensation against the insurer arising from a loss event concerning the goods subject to retention of title, up to the amount of the invoice value of those goods; the Seller accepts the assignment.
If the realisable value of the securities exceeds the secured claims by more than 10 %, the Seller will release securities of its choice at the Buyer's request.

7. Payment terms, default of payment
Unless otherwise agreed, invoices are due for payment without deduction within 30 days of the invoice date and delivery of the goods. Receipt of the amount in one of the Seller's accounts is decisive for the timeliness of payment. The Seller is entitled to transmit invoices electronically; the obligations arising from Sec. 14 of the German VAT Act (UStG) regarding e-invoicing remain unaffected.
Upon expiry of the above payment period, the Buyer is in default without any reminder being required. During the period of default, interest is charged on the purchase price at the applicable statutory default interest rate for payment claims between entrepreneurs (currently nine percentage points above the base interest rate, Sec. 288 (2) BGB). In addition, the Seller is entitled to the flat-rate default fee under Sec. 288 (5) BGB in the amount of EUR 40.00. The assertion of further damage caused by default and of the statutory commercial interest on maturity (Sec. 353 HGB) remains reserved; the flat rate is offset against any damages owed insofar as the damage is based on costs of legal action.
If, after conclusion of the contract, it becomes apparent that the Seller's claim to the purchase price is jeopardised by the Buyer's lack of ability to perform (e.g. by an application to open insolvency proceedings or a sustained cessation of payments), the Seller is entitled under the statutory provisions to refuse performance and, where applicable after setting a deadline, to withdraw from the contract (Sec. 321 BGB). In the case of contracts for the manufacture of non-fungible items (custom-made products), the Seller may declare withdrawal immediately. In these cases the Seller is furthermore entitled to carry out outstanding deliveries only against advance payment or the provision of security, and to call due all claims arising from the ongoing business relationship that are based on the same legal relationship, to the extent permitted by law.
An agreed bonus is subject to the condition that the Buyer has paid in full all claims on which the calculation of the bonus is based.

8. Set-off, retention
The Buyer may set off only against claims that are undisputed, ready for decision or established as final and binding. The Buyer is entitled to rights of retention only insofar as its counterclaim is based on the same contractual relationship. The Buyer's rights due to defects in the delivery, in particular the right to retain a portion of the purchase price that is reasonable in relation to the defect, remain unaffected.
The Seller is entitled to set off its own claims against claims of the Buyer, to the extent permitted by law.

9. Buyer's claims for defects
The statutory provisions apply to the Buyer's rights in the event of material defects and defects of title, unless otherwise provided below. In all cases, the special statutory provisions on recourse in the supply chain remain unaffected where the end purchaser is a consumer (supplier recourse, Secs. 445a, 445b, 478 BGB).
The Buyer's claims for defects are subject to the condition that it has complied with its statutory obligations to examine the goods and give notice of defects (Secs. 377, 381 HGB). The goods must be examined without undue delay after delivery, insofar as this is feasible in the ordinary course of business. If a defect becomes apparent during the examination or later, notice must be given to the Seller in text form without undue delay, at the latest within five working days of delivery or, in the case of hidden defects, of discovery (notice of defects to: Brüder Mannesmann Werkzeuge GmbH, Lempstrasse 24, 42859 Remscheid, fax +49 2191 386477, e-mail info@br-mannesmann.com, or to the different contact address communicated by the Seller in the individual case). If the Buyer fails to carry out the proper examination or to give proper notice of defects, the Seller's liability for the defect not notified, or not notified in good time or not notified properly, is excluded in accordance with the statutory provisions. This does not apply if the Seller fraudulently concealed the defect.
The basis of liability for defects is above all the agreement reached on the quality of the goods. The Seller's product descriptions that were provided to the Buyer before its order, or that were incorporated into the contract in the same way as these Terms, are deemed an agreement on quality. Insofar as the quality has not been agreed, the statutory provisions apply (Sec. 434 (2) and (3) BGB). Technical data, dimensions, weights and illustrations in catalogues and product documents are approximate values customary in the industry; only deviations outside the permissible tolerances (in particular under the relevant DIN or EN standards) constitute a defect.
If the delivered goods are defective, the Seller shall first provide supplementary performance at its choice by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). The Seller's right to refuse supplementary performance under the statutory conditions remains unaffected. The Seller bears the expenses necessary for supplementary performance, in particular transport, travel, labour and material costs, in accordance with the statutory provisions; additional costs arising because the goods were moved to a place other than the Buyer's place of business after delivery shall be borne by the Buyer, unless such moving corresponds to the intended use.
The Seller is entitled to make the supplementary performance owed dependent on the Buyer paying the purchase price due. The Buyer is, however, entitled to retain a portion of the purchase price that is reasonable in relation to the defect.
If supplementary performance fails, is unreasonable for the Buyer or is seriously and finally refused by the Seller, the Buyer may withdraw from the contract or reduce the purchase price in accordance with the statutory provisions. There is no right of withdrawal in the case of an insignificant defect. Claims by the Buyer for damages and reimbursement of futile expenses exist only in accordance with Clause 10.
The general limitation period for claims arising from material defects and defects of title is one year from delivery of the goods. By way of derogation from this, the statutory limitation periods apply: (a) to claims for damages in the cases specified in Clause 10 paragraph 2, (b) in the event of fraudulent concealment of the defect, (c) in the event of the assumption of a guarantee of quality, (d) to claims under supplier recourse pursuant to Secs. 445a, 445b, 478 BGB, (e) to claims relating to an item that has been used for a building in accordance with its customary use and has caused its defectiveness (Sec. 438 (1) no. 2 BGB), and (f) in the case of defects of title involving claims in rem by third parties for the return of an item (Sec. 438 (1) no. 1 BGB).

10. Liability
Unless otherwise stated in these Terms including the following provisions, the Seller is liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
The Seller is liable for damages, on whatever legal grounds, without limitation within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, the Seller is liable, subject to statutory limitations of liability (e.g. the standard of care applied in its own affairs), only (a) for damage arising from injury to life, limb or health and (b) for damage arising from the breach of a material contractual obligation; material contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely. In the case of letter (b), the Seller's liability is limited to compensation for the foreseeable damage typically occurring.
The limitations of liability set out in paragraph 2 also apply vis-à-vis third parties and in the event of breaches of duty by persons for whose fault the Seller is responsible under the statutory provisions. They do not apply insofar as the Seller has fraudulently concealed a defect or has assumed a guarantee of the quality of the goods, nor to claims by the Buyer under the German Product Liability Act.
In the case of a breach of duty that does not consist of a defect, the Buyer may withdraw from or terminate the contract only if the Seller is responsible for the breach of duty. A right of the Buyer to terminate at will is excluded. In all other respects, the statutory requirements and legal consequences apply.

11. Export control, sanctions
Performance of the contract is subject to the proviso that no obstacles arise from national or international provisions of foreign trade law, in particular export control regulations, embargoes or other sanctions.
When passing on the goods to third parties, the Buyer shall comply with the applicable provisions of national and international export control law, in particular the relevant regulations of the European Union. The Buyer shall not supply the goods, either directly or indirectly, to countries or persons to which this is prohibited under the applicable sanctions provisions; this applies in particular to sales, exports and re-exports to or for use in the Russian Federation and Belarus, insofar as the goods are covered by Art. 12g of Regulation (EU) No 833/2014 or the corresponding Belarus regulation. The Buyer shall pass on this obligation to its customers insofar as this is legally required.
A breach of paragraph 2 constitutes a material breach of contract. In this case the Seller is entitled to withdraw from the contract in accordance with the statutory provisions and to discontinue further supplies; further statutory claims remain unaffected.

12. Product safety, product monitoring
The parties shall observe the obligations applicable to them under product safety law, in particular Regulation (EU) 2023/988 on general product safety, in their respective roles as economic operators.
The Buyer shall report to the Seller in text form without undue delay if it becomes aware of circumstances suggesting that delivered goods pose a safety risk, in particular in the event of accidents or official measures in connection with the goods. The Buyer shall support the Seller to a reasonable extent in any necessary measures, in particular recalls and withdrawals, and shall ensure the traceability of the goods within the scope of its statutory obligations.

13. Intellectual property rights
If the Seller manufactures goods according to drawings, samples, specifications or other requirements of the Buyer, the Buyer warrants that this does not infringe the intellectual property rights of third parties. The Buyer shall indemnify the Seller against all third-party claims based on an infringement of intellectual property rights through the implementation of its requirements, unless the Buyer is not responsible for the infringement.
Trade marks, trade names and other identifiers of the Seller may be used only for the resale of the goods in accordance with the contract and only in the form provided for by the Seller.

14. Data protection
The Seller processes personal data of the Buyer and its contact persons for the performance of the contract in accordance with the applicable data protection provisions. Details can be found in the Seller's data protection information, available on its website.

15. Applicable law, place of jurisdiction
These Terms and the contractual relationship between the Seller and the Buyer are governed by the law of the Federal Republic of Germany, to the exclusion of uniform international law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship is the Seller's registered office in Remscheid. The same applies if the Buyer is an entrepreneur within the meaning of Sec. 14 BGB. However, the Seller is in all cases also entitled to bring an action at the place of performance of the delivery obligation or at the Buyer's general place of jurisdiction. Overriding statutory provisions, in particular those on exclusive jurisdiction, remain unaffected.

16. Final provisions
Should individual provisions of these Terms be or become wholly or partly invalid, the validity of the remaining provisions remains unaffected. The statutory provisions shall take the place of the invalid provision (Sec. 306 (2) BGB).
Amendments and supplements to these Terms apply only to contracts concluded after the amended version has been incorporated. The Seller has no unilateral right to amend ongoing contracts.
Brüder Mannesmann Werkzeuge GmbH, Remscheid. Version: August 2026.