Terms and Conditions

I. General

These general terms and conditions of sale and delivery apply exclusively to the entire business relationship between TÖRNER CNC – MACHINES and the buyer and prospective buyers. If there is a framework agreement between the buyer and TÖRNER CNC – MASCHINEN, these general sales and delivery conditions apply to both the framework agreement and the individual order. These conditions also apply to future transactions with the buyer, as long as they involve legal transactions of a related nature.
TÖRNER CNC – MASCHINEN does not recognize any conditions of the buyer that conflict with or deviate from these terms and conditions of sale, unless TÖRNER CNC – MASCHINEN has expressly agreed to their validity in writing. The general terms and conditions of sale and delivery of TÖRNER CNC – MASCHINEN also apply if TÖRNER CNC – MASCHINEN carries out the delivery to the buyer without reservation in the knowledge of conflicting or different conditions of the buyer.
These General Terms and Conditions of Sale and Delivery are part of the contract. All agreements made between TÖRNER CNC – MASCHINEN and the buyer for the purpose of executing this contract are set out in writing in this contract.
The general terms and conditions of sales and delivery of TÖRNER CNC – MASCHINEN only apply to entrepreneurs in accordance with Section 310 Paragraph 1 BGB, legal entities under public law or special funds under public law.

II. Conclusion of contract, customer protection

Offers from TÖRNER CNC – MASCHINEN are subject to change and non-binding. They can be revoked at any time until receipt of the written declaration of acceptance or until delivery of the delivery item from TÖRNER CNC – MASCHINEN. The documents included in the offer, such as illustrations, drawings, weights and dimensions, are only approximate values unless they are expressly declared to be binding. If TÖRNER CNC – MASCHINEN provides the buyer with drawings or technical documents about the technical purchase item to be delivered, these remain the property of TÖRNER CNC – MASCHINEN.
The buyer’s orders are binding for him. Unless TÖRNER CNC – MASCHINEN provides any other written confirmation, the delivery or invoice is considered order confirmation. If an order from the buyer qualifies as an offer in accordance with Section 145 of the German Civil Code (BGB), TÖRNER CNC – MASCHINEN can accept this within four weeks. The period begins from the time the order is submitted. If the goods are delivered by TÖRNER CNC – MASCHINEN before this deadline has expired, the contract will exceptionally come into effect without a written order confirmation.
If the buyer is a merchant, only the written confirmation from TÖRNER CNC – MASCHINEN is decisive for the content of orders and agreements within the scope of the conclusion of the contract, unless the buyer immediately objects in writing. This applies in particular to verbal or telephone orders and agreements made when concluding the contract. In any case, a notification to TÖRNER CNC – MASCHINEN is no longer immediate if it is not received by TÖRNER CNC – MASCHINEN within seven days.
If a machine is not offered ex stock by TÖRNER CNC – MASCHINEN and the location and address are proven or made known to the prospective buyer, the interested party undertakes not to pass on the address to third parties and neither himself nor through third parties to use the proven machine other than via TÖRNER CNC – MACHINES to buy. The information provided by TÖRNER CNC – MASCHINEN about machine locations and prospective buyers is intended only for the recipient and may not be passed on to third parties without the written consent of TÖRNER CNC – MASCHINEN. The prospective buyer is also obliged to conduct all price and final negotiations only through TÖRNER CNC – MASCHINEN. In the event of culpable violations, the prospective buyer must reimburse TÖRNER CNC – MASCHINEN for lost profits in full in the amount of the difference between the purchase price proven by TÖRNER CNC – MASCHINEN and the offer price. The orders, purchase transactions and deliveries resulting from the proof of machines being purchased or sold and the business relationships established with them are deemed to be mediated by TÖRNER CNC – MASCHINEN.

III. Delivery date, scope of delivery, delay in delivery

Delivery dates and deadlines are only considered to be approximately agreed unless TÖRNER CNC – MASCHINEN has expressly made a written commitment as binding when the contract is concluded. The start of a delivery time specified by TÖRNER CNC – MASCHINEN requires the timely and proper fulfillment of the buyer’s obligations, in particular the clarification of all technical questions; otherwise the delivery dates will be extended accordingly. The exception of the unfulfilled contract remains reserved. The delivery time is deemed to have been met if the delivery item has left TÖRNER CNC – MASCHINEN’s factory by the time it expires or TÖRNER CNC – MASCHINEN has made the delivery item available for delivery and informed the buyer that it is ready for dispatch.
TÖRNER CNC – MASCHINEN is entitled to make partial deliveries as long as these do not fall below the reasonable minimum.
The buyer must check and acknowledge the delivery note. Any objections must be reported to TÖRNER CNC – MASCHINEN immediately in writing. Otherwise, the acknowledged delivery quantity is considered as accepted.
The delivery period is extended appropriately in the event of measures in the context of labor disputes, in particular strikes and lockouts, force majeure, official measures, failure of deliveries from TÖRNER CNC – MASCHINEN’s suppliers as well as the occurrence of unforeseen, unavoidable obstacles that are beyond the control of TÖRNER CNC – MASCHINEN to the extent that such obstacles influence the completion or delivery of the delivery item. This also applies if the circumstances occur with sub-suppliers. In important cases, TÖRNER CNC – MASCHINEN will immediately inform the buyer of the beginning and end of such obstacles. Force majeure also applies to industrial action including strikes and lawful lockouts in TÖRNER CNC – MASCHINEN’s operations or at TÖRNER CNC – MASCHINEN’s sub-suppliers. In these cases, the buyer’s claims for damages are excluded within the limits of Section VII (Other Liability).
If TÖRNER CNC – MASCHINEN is in default, the buyer must – if provided for by law – set a reasonable grace period for TÖRNER CNC – MASCHINEN. After this grace period has expired, he can withdraw from the contract if the goods have not been reported to him as ready for dispatch by this point.
In the event of default, TÖRNER CNC – MASCHINEN is liable in accordance with the statutory provisions, provided that the underlying purchase contract is a fixed-term transaction within the meaning of Section 286 Paragraph 2 No. 4 BGB or within the meaning of Section 378 HGB. TÖRNER CNC – MASCHINEN is also liable in accordance with the statutory provisions if, as a result of a delay in delivery for which TÖRNER CNC – MASCHINEN is responsible, the buyer is entitled to claim that his interest in further fulfillment of the contract has ceased.
TÖRNER CNC – MASCHINEN is also liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which TÖRNER CNC – MASCHINEN is responsible; Any negligence on the part of its representatives or vicarious agents is to be attributed to TÖRNER CNC – MASCHINEN. If the delay in delivery is due to a grossly negligent breach of contract for which TÖRNER CNC – MASCHINEN is responsible, TÖRNER CNC – MASCHINEN’s liability for damages is limited to the foreseeable, typically occurring damage.
TÖRNER CNC – MASCHINEN is also liable in accordance with the statutory provisions if the delay in delivery for which TÖRNER CNC – MASCHINEN is responsible is based on the culpable violation of an essential contractual obligation; In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
If the buyer incurs damage as a result of a delivery delay caused by TÖRNER CNC – MASCHINEN, the buyer can claim damages to the exclusion of further claims for compensation in the amount of 0.5% for each week of delay, but a maximum of 5% of the value of the affected part of the total delivery request replacement. Further claims in the event of a delay in delivery, in particular claims for damages, are excluded unless otherwise stated in Sections 6 – 8 above.
If the buyer defaults on acceptance or culpably violates other obligations to cooperate, TÖRNER CNC – MASCHINEN is entitled to demand compensation for any damage incurred, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the buyer at the point in time at which the buyer is in default of acceptance or debtor.

IV. Prices, payment conditions

Prices do not include VAT, freight, customs, postage, packaging, insurance and other expenses. The prices valid on the day of delivery are decisive for the calculation of brand-new machines. Packaging is charged at cost; their return is excluded.
In the absence of special agreements, invoices are due for payment immediately without deductions. The deduction of a discount is only permitted if there is a special written agreement.
Invoicing by TÖRNER CNC – MASCHINEN takes place before the goods are dispatched. Delivery only takes place against payment in advance, unless otherwise agreed. If it is agreed in individual cases that delivery should not be made against advance payment, the invoice will nevertheless be issued and due if the goods ready for dispatch cannot be dispatched for reasons that fall within the buyer’s risk area.
If the buyer defaults on payment, the legal rules regarding the consequences of late payment apply. We reserve the right to assert a concrete default.
The buyer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by TÖRNER CNC – MASCHINEN. In addition, the buyer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
If TÖRNER CNC – MASCHINEN is obliged to make advance payments and if after conclusion of the contract there is a significant risk to TÖRNER CNC – MASCHINEN’s claim to payment due to a significant deterioration in the buyer’s financial circumstances, TÖRNER CNC – MASCHINEN can demand advance payment or security within a reasonable period of time and the service can be completed by Refuse to fulfill the desire. If the buyer refuses or the deadline expires without result, TÖRNER CNC – MASCHINEN is entitled to withdraw from the contract. TÖRNER CNC – MASCHINEN can also prohibit the resale of goods delivered under retention of title, demand their return or the transfer of direct ownership at the buyer’s expense and revoke a collection authorization.
Transfer of risk, acceptance
The risk of accidental loss or accidental deterioration of the goods passes to the buyer when the delivery item begins to be loaded or shipped to the buyer or when it is handed over to the freight forwarder, freight carrier or shipping agent, and at the latest when it leaves the factory/warehouse. This also applies if partial deliveries are made or TÖRNER CNC – MASCHINEN provides other services, e.g. B. has taken over the shipping costs or delivery and installation and/or commissioning.
If the delivery item has to be accepted, the acceptance is decisive for the transfer of risk. Acceptance must be carried out immediately on the acceptance date, or alternatively after notification from the supplier of readiness for acceptance, and may not be refused by the buyer simply due to the existence of a non-essential defect.
If the goods are ready for dispatch and the dispatch is delayed for reasons for which the buyer is responsible, the risk is transferred to the buyer upon receipt of notification of readiness for dispatch. The same applies if acceptance is delayed and readiness for acceptance is notified accordingly.
TÖRNER CNC – MASCHINEN is only obliged to take out transport insurance at the express request of the buyer. Costs are paid by the buyer.

V. Notification of defects, warranty

Claims for defects by the buyer require that the buyer has properly fulfilled his obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB). The obligation to inspect and give notice of defects also extends to the assembly instructions. Complaints must be reported to TÖRNER CNC – MASCHINEN immediately in writing and the relevant defective parts must be returned to TÖRNER CNC – MASCHINEN upon request. TÖRNER CNC – MASCHINEN will cover the transport costs if the complaint is justified. If the buyer does not comply with these obligations or makes changes to the goods in question without the consent of TÖRNER CNC – MASCHINEN, he will lose any claims for material defects.
Any transport damage must be reported to the seller immediately. The buyer must arrange the necessary formalities with the carrier, in particular making all necessary determinations to protect rights of recourse against third parties. As long as standard breakage, shrinkage or the like remain within reasonable limits, this cannot be objected to.
When selling used products, TÖRNER CNC – MASCHINEN’s warranty is excluded unless otherwise stipulated below. Used machines are delivered by TÖRNER CNC – MASCHINEN with the remaining accessories in the condition in which they are when the contract is concluded. Any liability for obvious and hidden defects is excluded even if the machine has not been inspected by the buyer beforehand, unless TÖRNER CNC – MASCHINEN has fraudulently concealed defects known to it or has given a guarantee for the condition of the item.
If there is a defect in a new purchased item, TÖRNER CNC – MASCHINEN is entitled, at its discretion, to supplementary performance in the form of remedying the defect or to deliver a new, defect-free item. The buyer must always give TÖRNER CNC – MASCHINEN the opportunity to supplementary performance within a reasonable period of time. In the event of a defect being eliminated or a replacement delivery being made, TÖRNER CNC – MASCHINEN is obliged to bear all expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor and material costs up to the amount of the purchase price, provided that these do not increase as a result of the The purchased item was transported to a location other than the place of performance, unless the transport corresponds to its intended use. However, TÖRNER CNC – MASCHINEN only has to bear removal and installation costs if the conditions for liability for damages based on fault are met. If supplementary performance fails, the buyer is entitled, at his discretion, to demand withdrawal or a reduction in price. If the defect represents an insignificant breach of duty, the buyer can neither withdraw from the contract nor demand compensation instead of the entire service.
TÖRNER CNC – MASCHINEN is liable in accordance with the statutory provisions if the buyer asserts claims for damages that are based on intent or gross negligence, including intent or gross negligence on the part of TÖRNER CNC – MASCHINEN’s representatives or vicarious agents. As long as TÖRNER CNC – MASCHINEN is not accused of an intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.
TÖRNER CNC – MASCHINEN is liable in accordance with the statutory provisions if it culpably violates an essential contractual obligation; In this case too, liability for damages is limited to the foreseeable, typically occurring damage.
If the buyer is otherwise entitled to compensation for damage instead of performance due to a negligent breach of duty, TÖRNER CNC – MASCHINEN’s liability is limited to compensation for foreseeable, typically occurring damage.
Liability for culpable injury to life, body or health remains unaffected. This also applies to mandatory liability under the Product Liability Act.
Unless otherwise stipulated above, liability is excluded. Liability for defects is particularly excluded
- due to corrosion or normal wear and tear. In particular, the warranty does not cover the wear and tear of wearing parts. Wear parts include all rotating parts, all drive parts and tools. When selling a machine, these warranty regulations are based on use in single-shift operation;
- in the event of damage caused by external influences, improper handling or installation or use, incorrect assembly or commissioning, inadequate operation, maintenance, overuse or incorrect or negligent treatment by the buyer or his customers;
- for the consequences of improper changes or repair work carried out by the buyer without the consent of TÖRNER CNC – MASCHINEN;
- if statutory installation and treatment instructions issued by TÖRNER CNC – MASCHINEN are not followed by the buyer or his customer, unless the defect is not due to this non-compliance.
If the buyer discovers a defect, he may not change, process or hand over the delivery item to third parties, but must give TÖRNER CNC – MASCHINEN sufficient opportunity and time to convince himself of the defect and, if necessary, the necessary subsequent performance (removal of the defect or delivery of a new one defect-free item); otherwise all claims for defects will be void. Only in urgent cases of endangering operational safety or to prevent disproportionate damage, whereby TÖRNER CNC – MASCHINEN must be notified immediately, does the buyer have the right to have the defect remedied himself or through a third party and to have TÖRNER CNC – MASCHINEN replace the necessary damages to demand expenses. Regardless of the existence of a defect, warranty claims also expire if changes or repair work are carried out by the buyer or a third party without the approval of TÖRNER CNC – MASCHINEN.
Unless otherwise agreed, the warranty period is 12 months after delivery of the goods delivered by TÖRNER CNC – MASCHINEN to the buyer. This does not apply if the goods are normally used for a building and have caused the defect. If shipping is delayed through no fault of TÖRNER CNC – MASCHINEN, liability expires at the latest 18 months after readiness for shipping. The statutory warranty periods remain unaffected in the following cases:
- Damage resulting from injury to life, body or health,
- Damage that is based on an intentional or grossly negligent breach of duty by TÖRNER CNC – MASCHINEN, its legal representatives or vicarious agents.
The limitation period remains unaffected even in the event of a delivery recourse according to §§ 478, 479 BGB; it is five years, calculated from delivery of the defective item.

VI. Other Liability

A more extensive liability for damages than in III. and in VI. provided, is excluded – regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from negligence when concluding the contract, due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with. § 823 BGB.
The limitation according to paragraph 1 also applies if the buyer demands reimbursement of useless expenses instead of a claim for compensation for damage.
To the extent that TÖRNER CNC – MASCHINEN’s liability is excluded or limited, this also applies to the personal liability of TÖRNER CNC – MASCHINEN’s employees, employees, employees, legal representatives and vicarious agents.
The legal regulations regarding the burden of proof remain unaffected.

VII. Retention of title, securities

TÖRNER CNC – MASCHINEN reserves ownership of the delivery item until all payments from the business relationship with the buyer have been received. If the buyer behaves in breach of contract, in particular if payment is delayed, or if an application is made to open insolvency proceedings, TÖRNER CNC – MASCHINEN is entitled to take back the delivery item after a reminder and the buyer is obliged to return it. The taking back of the purchased item by TÖRNER CNC – MASCHINEN constitutes a withdrawal from the contract. After taking back the purchased item, TÖRNER CNC – MASCHINEN is authorized to sell it; the proceeds from the sale are to be offset against the buyer’s liabilities – less appropriate realization costs.
The buyer is obliged to treat the purchased item with care; In particular, he is obliged to adequately insure them against fire, water and theft damage at his own expense. If he does not provide evidence of the conclusion of such insurance to TÖRNER CNC – MASCHINEN, TÖRNER CNC – MASCHINEN is entitled to take out such insurance itself at the buyer’s expense. If maintenance and inspection work is necessary, the buyer must carry this out in a timely manner at his own expense.
In the event of seizures or other interventions by third parties, the buyer must immediately notify TÖRNER CNC – MASCHINEN in writing so that TÖRNER CNC – MASCHINEN can file a lawsuit in accordance with Section 771 ZPO. If the third party is unable to reimburse TÖRNER CNC – MASCHINEN for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the buyer is liable for the loss caused to TÖRNER CNC – MASCHINEN.
The buyer is entitled to resell the delivery item in the ordinary course of business. However, he already assigns to TÖRNER CNC – MASCHINEN all claims in the amount of the final invoice amount (including VAT) of the claim of TÖRNER CNC – MASCHINEN that arise from the resale against the customer or against third parties, regardless of whether the goods are subject to retention of title is resold without or after processing. The buyer is authorized to collect these claims even after the assignment. The authority of TÖRNER CNC – MASCHINEN to collect the claims itself remains unaffected by this; However, TÖRNER CNC – MASCHINEN undertakes not to collect the claims as long as the buyer properly meets his payment obligations from the collected proceeds, does not default on payment and, in particular, no application has been made to open composition or insolvency proceedings or payment has been suspended. However, if this is the case, TÖRNER CNC – MASCHINEN can demand that the buyer informs it of the assigned claims and their debtors, provides all the information required for collection, hands over the associated documents and informs the debtors (third parties) of the assignment. If the delivery item is resold together with other goods that do not belong to TÖRNER CNC – MASCHINEN, the buyer’s claim against the customer in the amount of the delivery price agreed between TÖRNER CNC – MASCHINEN and the buyer is deemed to be assigned.
The processing or transformation of reserved items is always carried out by the buyer for TÖRNER CNC MACHINES. If the reserved item is processed with other items that do not belong to TÖRNER CNC – MASCHINEN, TÖRNER CNC – MASCHINEN acquires 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. The same applies to the item resulting from processing as to the purchased item delivered under reservation.
If the purchased item is inseparably mixed with other items that do not belong to TÖRNER CNC – MASCHINEN, TÖRNER CNC – MASCHINEN acquires 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 occurs in such a way that the buyer’s item is to be viewed as the main item, it is agreed that the buyer transfers co-ownership proportionately to TÖRNER CNC – MASCHINEN. The buyer keeps the resulting sole ownership or co-ownership for TÖRNER CNC – MASCHINEN. If the purchased item is combined with other movable items to form a single item and the other item is viewed as the main item, it is agreed that the buyer transfers proportional co-ownership to TÖRNER CNC – MASCHINEN to the extent that the main item belongs to him. The same applies to the item resulting from processing, transformation or combination as well as mixing as to the reserved goods.
The buyer also assigns to TÖRNER CNC – MASCHINEN the claims to secure the claims of TÖRNER CNC – MASCHINEN to him, which arise from the connection of the purchased item with a property against a third party.
The buyer also assigns to TÖRNER CNC – MASCHINEN the claims to secure the claims of TÖRNER CNC – MASCHINEN to him, which arise from the connection of the purchased item with a property against a third party. TÖRNER CNC – MASCHINEN undertakes to release the securities to which it is entitled at the buyer’s request to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10%; TÖRNER CNC – MASCHINEN is responsible for selecting the securities to be released.

VIII. Obligation to fulfill, impossibility

The delivery obligation of TÖRNER CNC – MASCHINEN is subject to proper, complete and timely self-delivery. In the event of incorrect or timely delivery by suppliers or previous owners of the goods, TÖRNER CNC – MASCHINEN is not liable for the impossibility of delivery or for delivery delays for which TÖRNER CNC – MASCHINEN is not responsible. If such incorrect or timely delivery TÖRNER CNC – MASCHINEN makes the delivery and service significantly more difficult or impossible and the hindrance is not only temporary, TÖRNER CNC – MASCHINEN is entitled to withdraw from the contract. If the hindrance is only temporary, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. If the buyer cannot reasonably be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by immediately notifying TÖRNER CNC – MASCHINEN in writing.
If TÖRNER CNC – MACHINES becomes unable to provide the entire service before the transfer of risk, the buyer can withdraw from the contract. In the event of partial impossibility, the above regulation only applies to the corresponding part. In this case, however, the buyer can withdraw from the entire contract if he can prove a legitimate interest in rejecting the partial delivery.
If the impossibility occurs during the buyer’s delay in acceptance or if the buyer is solely or predominantly responsible for the circumstance due to which TÖRNER CNC – MASCHINEN does not have to perform, the buyer remains obliged to fulfill.
After TÖRNER CNC – MASCHINEN withdraws from the contract or after setting a deadline with the threat of rejection, TÖRNER CNC – MASCHINEN is entitled to freely use the returned goods.

IX. Place of performance, place of jurisdiction, applicable law

IX. Erfüllungsort, Gerichtsstand, anwendbares Recht
The exclusive place of jurisdiction for all disputes is the registered office of TÖRNER CNC – MASCHINEN, provided that the buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law. TÖRNER CNC – MASCHINEN is also entitled to sue the buyer at his registered office. Furthermore, the place of jurisdiction for all claims of the contractual partners arising from the business relationship is the headquarters of TÖRNER CNC – MASCHINEN if the buyer does not have a general place of jurisdiction in Germany.
The law of the Federal Republic of Germany applies to these sales and delivery conditions as well as the legal relationships between TÖRNER CNC – MASCHINEN and the buyer resulting from this contract, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

X. Legal validity, data protection

Should one of the provisions of these General Terms and Conditions of Sales and Delivery be or become ineffective, this will not affect the validity of the rest of the contract. The legal regulations apply in their place. In no case will the relevant provision in these General Terms and Conditions of Sale and Delivery be replaced by the Buyer’s terms and conditions.
Legally relevant declarations of intent such as terminations, declarations of withdrawal, requests for a purchase price reduction or compensation are only effective if they are made in writing.
TÖRNER CNC – MASCHINEN is entitled to process and store the data received in connection with the business relationship about the buyer – even if it comes from third parties – in accordance with the Federal Data Protection Act and to have it processed and stored by third parties commissioned by TÖRNER CNC – MASCHINEN.