Terms and Conditions

§ 1 Scope

1. All deliveries, services, and offers of Bahco GmbH & Co. KG, Martener Hellweg 60, 44379 Dortmund (hereinafter referred to as "Provider") are made exclusively based on these General Terms and Conditions. These terms form an integral part of all contracts concluded between the Provider and its contracting partners (hereinafter referred to as "Customer") concerning the deliveries or services offered by the Provider. They also apply to all future deliveries, services, or offers to the Customer, even if they are not explicitly agreed again.
2. Terms and conditions of the Customer or third parties do not apply, even if the Provider does not explicitly object to their validity in individual cases. Even if the Provider refers to a document containing or referencing the Customer’s or a third party’s terms and conditions, this does not constitute agreement to their validity.

§ 2 Offers and Contract Conclusion

1. All offers by the Provider are non-binding and subject to change unless they are expressly designated as binding or include a specific acceptance period. The Provider can accept orders or assignments within fourteen days of receipt.
2. The written purchase contract, including these General Terms and Conditions, solely governs the legal relationship between the Provider and the Customer. This document fully reflects all agreements between the contractual parties regarding the subject matter of the contract. Oral commitments made by the Provider before concluding this contract are legally non-binding, and oral agreements between the parties are replaced by the written contract unless it is expressly stated that they remain binding.
3. Amendments and additions to the agreements, including these General Terms and Conditions, require written form to be effective. Except for managing directors or authorized representatives, the Provider’s employees are not authorized to make verbal agreements deviating from these terms. Communication via telecommunications, especially by email (info@bahco.de) or phone (0231-91 72 11-0), is sufficient to meet the written form requirement, provided a signed declaration copy is transmitted.
4. Information provided by the Provider regarding delivery or service items (e.g., weights, dimensions, utility values, load capacity, tolerances, and technical data) and representations of the same (e.g., drawings and illustrations) are approximate unless their usability for the contractually intended purpose requires exact conformity. Such information does not constitute guaranteed quality features but descriptions or identifications of the delivery or service. Commercial deviations and deviations due to legal regulations or technical improvements are permissible, as well as the replacement of components with equivalent parts, provided they do not impair usability for the contractually intended purpose.
5. The Provider retains ownership or copyright of all offers, cost estimates, drawings, illustrations, calculations, brochures, catalogs, models, tools, and other documents and aids provided to the Customer. The Customer may not, without the Provider’s explicit consent, make these items available to third parties, disclose them, use or reproduce them themselves or through third parties. Upon the Provider’s request, the Customer must fully return these items and destroy any copies made if they are no longer needed in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. The electronic storage of data provided for regular data backup purposes is exempt from this obligation.

§ 3 Prices and Payment

1. Prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services are charged separately. Prices are in EURO ex-works plus packaging, statutory VAT, customs duties, fees, and other public charges for export deliveries.
2. If the agreed prices are based on the Provider’s price lists, and delivery is to take place more than four months after contract conclusion, the prices valid at the time of delivery apply (minus any agreed percentage or fixed discounts).
3. Invoice amounts must be paid within thirty days from the invoice date without deduction. For payments made within ten days of the invoice date, the Provider grants a 2% discount unless otherwise agreed in writing. The payment date is determined by the receipt of the payment by the Provider. Payment by check is excluded unless expressly agreed in individual cases. If the Customer fails to make payment when due, outstanding amounts bear interest from the due date at 5% p.a.; the assertion of higher interest rates and further damages in the event of default remains unaffected.
4. Offsetting against the Customer’s counterclaims or withholding payments due to such claims is permissible only if the counterclaims are undisputed or legally established.
5. The Provider is entitled to make outstanding deliveries or services only against advance payment or security if circumstances become known after the contract conclusion that significantly reduce the Customer’s creditworthiness and jeopardize the payment of the Provider’s outstanding claims from the respective contractual relationship (including from other individual orders under the same framework agreement).

§ 4 Delivery and Delivery Time

1. Deliveries are made ex-works unless otherwise agreed between the parties.
2. Delivery deadlines and dates proposed by the Provider are approximate unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and dates refer to the time of handover to the carrier, freight forwarder, or other third party responsible for transportation.
3. The Provider is entitled to demand an extension of delivery and service deadlines or a postponement of delivery and service dates by the period during which the Customer fails to fulfill their contractual obligations to the Provider.
4. The Provider is not liable for the impossibility of delivery or for delivery delays caused by force majeure or other events unforeseeable at the time of contract conclusion (e.g., operational disruptions, difficulties in material or energy procurement, transport delays, strikes, lawful lockouts, lack of labor, energy, or raw materials, difficulties obtaining necessary official permits, governmental actions, or missing, incorrect, or late deliveries from suppliers) that the Provider is not responsible for. If such events make the delivery or service significantly more difficult or impossible for the Provider and the hindrance is not merely of temporary duration, the Provider is entitled to withdraw from the contract. For hindrances of temporary duration, the delivery or service deadlines are extended, or delivery and service dates postponed by the period of the hindrance plus a reasonable start-up period. If the delay makes it unreasonable for the Customer to accept the delivery or service, they can withdraw from the contract by immediately notifying the Provider in writing.
5. The Provider is only entitled to partial deliveries if:
   • The partial delivery is usable by the Customer within the contractual purpose.
   • The delivery of the remaining ordered goods is ensured.
   • The Customer does not incur significant additional effort or costs (unless the Provider agrees to cover these costs).
6. If the Provider is in default with a delivery or service or if delivery or service becomes impossible for any reason, the Provider’s liability for damages is limited per § 8 of these General Terms and Conditions.

§ 5 Place of Performance, Shipping, Packaging, Transfer of Risk, Acceptance, Return under ElektroG and BattG

1. The place of performance for all obligations arising from the contractual relationship is Dortmund, unless otherwise specified. If installation is also owed, the place of performance is the location where the installation is to be carried out.
2. The shipping method and packaging are subject to the Provider’s reasonable discretion.
3. Risk transfers to the Customer no later than the handover of the delivery item (beginning of the loading process being decisive) to the carrier, freight forwarder, or other third party designated to carry out the shipment. This applies even if partial deliveries occur or the Provider has undertaken other services (e.g., shipping or installation). If shipment or handover is delayed due to a circumstance caused by the Customer, risk transfers to the Customer from the day the delivery item is ready for shipment and the Provider has notified the Customer of this.
4. Storage costs after risk transfer are borne by the Customer. If stored by the Provider, storage costs amount to 0.25% of the invoice amount of the stored delivery items per elapsed week. Further or lesser storage costs may be claimed and proven.
5. The Provider insures shipments against theft, breakage, transport, fire, and water damage or other insurable risks only at the explicit request and expense of the Customer.
6. If acceptance is required, the purchased item is deemed accepted if:
   • The delivery and, if the Provider also owes installation, the installation is complete.
   • The Provider has notified the Customer, referencing this § 5 (6), and requested acceptance.
   • Twelve business days have passed since delivery or installation or the Customer has started using the purchased item (e.g., commissioning the delivered system), in which case six business days since delivery or installation have passed.
   • The Customer has failed to perform acceptance within this period for reasons other than a defect notified to the Provider, rendering the use of the purchased item impossible or significantly impaired.
7. Electrical or battery-powered devices purchased from us may be returned for proper disposal. Please find our contact details in the website’s imprint or contact your sales representative directly.

§ 6 Warranty and Defects

1. The warranty period is one year from delivery or, if acceptance is required, from acceptance. Exceptions to this period include:
   • Claims for damages
   • Defects fraudulently concealed
   • Claims under any guarantees provided
   • Claims for recourse under Sections 445a and 478 of the German Civil Code (BGB)
   • Defects in construction materials and components used for buildings that cause the defectiveness of the building.

For these exceptions, statutory limitation periods apply. If a guarantee duration is provided, the longer period applies in favor of the buyer.

1. Delivered items must be inspected immediately upon delivery to the Customer or their designated third party. They are deemed approved concerning obvious defects or other defects that would have been identifiable during immediate and thorough inspection unless the Provider receives a written notice of defects within seven business days of delivery. For other defects, the delivery items are considered approved unless the Provider receives a written notice of defects within seven business days from when the defect became apparent. If the defect was already identifiable earlier under normal usage, this earlier date applies for starting the complaint period. On the Provider’s request, a rejected item must be returned to them freight prepaid. For justified complaints, the Provider reimburses the most economical shipping method; this does not apply if costs increase because the item is at a location other than the place of intended use.
2. In the case of material defects in delivered items, the Provider is obliged and entitled to rectify or replace them at their discretion within a reasonable period. In case of failure—i.e., impossibility, unreasonableness, refusal, or undue delay of rectification or replacement—the Customer may withdraw from the contract or reduce the purchase price appropriately.
3. If a defect is attributable to the Provider’s fault, the Customer may claim damages under the conditions specified in § 8.
4. For defects in components from other manufacturers, which the Provider cannot remedy for licensing or factual reasons, the Provider will assert warranty claims against the manufacturers and suppliers for the Customer’s account or assign these to the Customer. Warranty claims against the Provider exist under other conditions and per these General Terms and Conditions only if the enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is, for example, futile due to insolvency. During the duration of such litigation, the limitation period for the respective warranty claims of the Customer against the Provider is suspended.
5. The warranty does not apply if the Customer modifies the delivery item or has it modified by third parties without the Provider’s consent, making defect rectification impossible or unreasonably difficult. In any case, the Customer bears the additional costs of remedying defects resulting from the modification.
6. Deliveries of used items agreed with the Customer on a case-by-case basis are made to the exclusion of any warranty for material defects.

§ 7 Intellectual Property Rights

1. The Provider warrants under the provisions of this § 7 that the delivered item is free from third-party industrial property rights or copyrights. Each contracting party shall immediately inform the other in writing if claims are asserted against it due to the infringement of such rights.
2. In the event that the delivered item infringes an industrial property right or copyright of a third party, the Provider shall, at its discretion and expense, modify or replace the delivered item in such a way that third-party rights are no longer infringed, but the delivered item continues to fulfill the contractually agreed functions, or procure the right of use for the Customer by concluding a license agreement. If the Provider fails to do so within a reasonable period, the Customer is entitled to withdraw from the contract or reduce the purchase price appropriately. Any claims for damages by the Customer are subject to the limitations of § 8 of these General Terms and Conditions.
3. In the case of legal violations caused by products of other manufacturers delivered by the Provider, the Provider shall, at its discretion, assert its claims against the manufacturers and upstream suppliers on behalf of the Customer or assign them to the Customer. Claims against the Provider in these cases exist under § 7 only if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or, for example, is futile due to insolvency.

§ 8 Liability for Damages Due to Fault

1. The Provider’s liability for damages, regardless of the legal basis, particularly due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations, and tort, is limited in accordance with this § 8, provided that it is based on fault.
2. The Provider is not liable in cases of simple negligence of its organs, legal representatives, employees, or other vicarious agents, unless it is a breach of essential contractual obligations. Essential contractual obligations include the timely delivery and installation of the delivery item, its freedom from defects that more than insignificantly impair its functionality or usability, as well as consulting, protection, and care obligations that are intended to enable the Customer to use the delivery item in accordance with the contract or to protect the life or health of the Customer’s personnel or protect the Customer’s property from significant damage.
3. Insofar as the Provider is liable for damages under § 8 (2), this liability is limited to damages that the Provider foresaw as a possible consequence of a breach of contract at the time of contract conclusion or that it should have foreseen by exercising due diligence. Indirect damages and consequential damages resulting from defects in the delivery item are also only compensable if such damages are typically to be expected when the delivery item is used as intended.
4. In cases of liability for simple negligence, the Provider’s obligation to compensate for property damage and resulting further financial losses is limited to an amount equal to the purchase price per damage event, even if it concerns a violation of essential contractual obligations.
5. The above exclusions and limitations of liability apply to the same extent in favor of the Provider’s organs, legal representatives, employees, and other vicarious agents.
6. Insofar as the Provider provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by it, this is done free of charge and under exclusion of any liability.
7. The limitations of this § 8 do not apply to the Provider’s liability for intentional conduct, for guaranteed characteristics, for injury to life, body, or health, or under the Product Liability Act.

§ 9 Retention of Title

1. The following agreed retention of title serves to secure all existing current and future claims of the Provider against the Customer arising from the supply relationship between the contractual parties (including balance claims from a current account relationship limited to this supply relationship).
2. The goods delivered by the Provider to the Customer remain the property of the Provider until full payment of all secured claims. The goods, as well as the goods taking their place under this clause and covered by the retention of title, are hereinafter referred to as "retained goods."
3. The Customer shall store the retained goods for the Provider free of charge.
4. The Customer is entitled to process and sell the retained goods in the ordinary course of business until the enforcement event occurs. Pledges and transfers by way of security are not permitted.
5. If the retained goods are processed by the Customer, it is agreed that the processing is carried out in the name and for the account of the Provider as the manufacturer and that the Provider directly acquires ownership or—if the processing is carried out from materials of several owners or the value of the processed item is higher than the value of the retained goods—co-ownership (fractional ownership) of the newly created item in proportion to the value of the retained goods to the value of the newly created item. In the event that no such acquisition of ownership should occur for the Provider, the Customer hereby assigns its future ownership or—in the above proportion—co-ownership of the newly created item to the Provider as security. If the retained goods are combined or inseparably mixed with other items to form a single item and if one of the other items is regarded as the main item, the Provider, insofar as it owns the main item, transfers co-ownership of the single item to the Customer in the proportion mentioned in sentence 1.
6. In the event of resale of the retained goods, the Customer hereby assigns the resulting claim against the purchaser to the Provider—in the case of co-ownership of the retained goods, proportionally according to the co-ownership share—as security. The same applies to other claims that take the place of the retained goods or otherwise arise in respect of the retained goods, such as insurance claims or claims arising from tort in the event of loss or destruction. The Provider revocably authorizes the Customer to collect the claims assigned to the Provider in its own name. The Provider may revoke this authorization only in the enforcement event.
7. If third parties access the retained goods, particularly through seizure, the Customer shall immediately inform them of the Provider’s ownership and notify the Provider to enable it to enforce its ownership rights. If the third party is unable to reimburse the Provider for the judicial or extrajudicial costs incurred in this context, the Customer shall be liable to compensate the Provider for such costs.
8. The Provider shall release the retained goods as well as the items or claims taking their place if their value exceeds the amount of the secured claims by more than 30%. The selection of the items to be released thereafter lies with the Provider.
9. If the Provider withdraws from the contract due to behavior contrary to the contract on the part of the Customer—particularly in the event of default of payment—it is entitled to demand the return of the retained goods.

§ 10 Final Provisions

1. If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Dortmund, Germany. However, the Provider is also entitled to bring an action at the Customer's general place of jurisdiction.
2. The contractual relationship between the Provider and the Customer shall be governed exclusively by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
3. Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision.
4. Amendments or supplements to these General Terms and Conditions must be made in writing. This also applies to the waiver of the written form requirement itself.
5. The Customer is obligated to inform the Provider immediately of any changes to their address. If the Customer fails to provide this information, notifications sent to the last known address shall be deemed received.