Condiciones generales de venta |
General Terms and Conditions (GTC)

§ 1 Scope

1. All deliveries and services provided by CUTMETALL Sales GmbH (hereinafter referred to as CUTMETALL), including offers, consultations or other ancillary services, are based on the following General Terms and Conditions. Purchasing or other terms and conditions of the customer (hereinafter also referred to as ‘buyer’, ‘purchaser’ or ‘client’) shall not be recognised and shall not become part of the contract even without express written objection by CUTMETALL. Even if CUTMETALL refers to a letter that contains or refers to the purchasing or other terms and conditions of the buyer or a third party, this does not constitute agreement with the validity of those purchasing or other terms and conditions.
2. The General Terms and Conditions of CUTMETALL shall also apply to all future deliveries and services provided by CUTMETALL to the buyer until new General Terms and Conditions come into effect. The version of the General Terms and Conditions valid at the time of conclusion of the contract, which can be accessed at https://www.cutmetall.com/es/legal/cgv/, shall be decisive.
3. Provisions deviating from these General Terms and Conditions shall only apply if CUTMETALL expressly agrees to them in writing or in text form (by email).
4. The General Terms and Conditions shall only apply if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.
5. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these General Terms and Conditions.
    

§ 2 Offer and conclusion of contract; contract language

1. Offers made by CUTMETALL are subject to change. Any changes require a review of the offer. The stated terms of payment are subject to a positive credit check. The contract is concluded when the customer places an order based on the offer and CUTMETALL sends written confirmation of this order to the customer. In case of doubt, the content of the order confirmation shall apply.
2. The documents belonging to an offer, including illustrations, drawings, weight and dimension specifications, performance and other property descriptions, as well as other information about contractual products and services, are only approximate and binding. Specific properties of the goods to be delivered shall only be deemed guaranteed if this has been expressly agreed in writing. A reference to standards or agreed specifications alone merely constitutes a more detailed description of the goods or services and does not constitute a guarantee of properties.
3. Additions, amendments and verbal side agreements must be made in writing to be valid.
4. CUTMETALL reserves the right to make changes to the function and form as well as to the scope of delivery during the delivery period if these result in technical improvements.
5. Cost estimates are non-binding. CUTMETALL reserves the right to charge a fee for the preparation of cost estimates.
6. CUTMETALL reserves all property rights and copyrights to cost estimates, drawings and other documents. They may not be made accessible to third parties. CUTMETALL undertakes to make documents designated as confidential by the customer accessible to third parties only with the customer's consent.
7. The customer may not return any goods to CUTMETALL unless CUTMETALL expressly agrees to the return. This does not apply if the customer legally withdraws from the contract or is entitled to demand subsequent fulfilment.
8. The language provided for the conclusion of the contract is exclusively German. Translations into other languages are for information purposes only. In the event of contradictions between the German text and the translation, the German text shall prevail.
    

§ 3 Prices and terms of payment

1. CUTMETALL shall charge the prices valid at the time of delivery plus statutory value added tax. Additional, ancillary and special services and costs incurred by CUTMETALL, such as packaging, factory, test and material certificates, customs duties for export deliveries, fees and other public charges shall be invoiced separately, unless otherwise agreed in writing.
2. CUTMETALL shall be entitled to adjust prices appropriately if cost increases or reductions occur between conclusion of the contract and delivery, in particular due to changes in labour costs, energy prices or material prices. CUTMETALL shall inform the customer of the price change in good time before delivery. If CUTMETALL fails to provide timely information, the price stated in the order confirmation shall apply.
3. The client agrees to receive invoices from CUTMETALL electronically, in particular by email. Invoices shall be sent by post or electronically at CUTMETALL's discretion. Unless otherwise agreed, the following payment terms shall apply: Payment shall be made within 30 days, strictly net. For order values exceeding £25,000, one third of the purchase price shall be due upon order confirmation, one third upon notification of readiness for dispatch and the remainder net (without discount) within 30 days of the invoice date, unless otherwise specified in the order confirmation. For export transactions, delivery shall be made against advance payment, unless payment by irrevocable and confirmed letter of credit has been agreed. Payments must be made in such a way that CUTMETALL has free disposal of the amount on the due date.
4. If the customer fails to meet its payment obligations properly, suspends payments or if insolvency proceedings are opened against its assets or are rejected due to lack of assets, the entire outstanding purchase price shall become due. If the customer is in default of payment, CUTMETALL shall be entitled to charge default interest at the statutory rate. The assertion of further claims for damages remains unaffected by this.
5. If special circumstances give rise to justified doubts about the creditworthiness of the customer, all claims arising from the business relationship shall become due immediately and CUTMETALL shall be entitled to demand payment in advance and advance payment before release for production. Sentence 1 shall also apply in the event of default of payment by the customer under other contracts. If partial payment has been agreed and the customer is in arrears with an amount exceeding 10% of the outstanding purchase price, the entire outstanding balance shall become due for payment immediately.
6. The customer may only assert rights of retention or set-off with respect to counterclaims that are undisputed, recognised by CUTMETALL or have been legally established.
    

§ 4 Delivery, delivery and fulfilment time

1. Unless otherwise agreed in writing, deliveries shall be made exclusively ‘ex works’.
2. In the absence of instructions from the customer, CUTMETALL shall determine and commission the carrier, mode of transport and means of transport at the expense and risk of the customer.
3. CUTMETALL shall always endeavour to deliver as quickly as possible. Binding delivery dates or deadlines must be expressly agreed. A delivery date specified by CUTMETALL is not binding.
4. Compliance with the delivery period is subject to correct and timely delivery by our suppliers.
5. The following applies to compliance with bindingly agreed delivery dates or periods:
   • If the goods are delivered to CUTMETALL's business premises, the transfer of possession to the customer (transfer of ownership) shall be decisive.
   • If, due to a special agreement, the goods are not delivered to CUTMETALL's business premises, the time at which the goods leave the commissioned factory or CUTMETALL's warehouse or the company commissioned by CUTMETALL for production or storage shall be decisive.
6. Force majeure
   1. If CUTMETALL is prevented from fulfilling or fulfilling on time its contractual obligations towards the customer as a result of an event of force majeure within the meaning of paragraph b) (e.g. if such an event leads to operational or traffic disruptions), CUTMETALL shall be released from these obligations for the duration of the event of force majeure. In particular, CUTMETALL shall not be liable to the customer for any damage incurred by the customer as a result of non-fulfilment or delayed fulfilment of the contract due to an event of force majeure.
   2. Force majeure is an event external to CUTMETALL, caused by external forces of nature or by the actions of third parties, which is unforeseeable according to human judgement and experience, cannot be prevented or rendered harmless by economically acceptable means, even with the utmost care reasonable care can be expected in the circumstances, and which could not be accepted by CUTMETALL due to its frequency. These include, in particular, natural disasters, war, terrorism, strikes, epidemics and measures taken by governments, courts or authorities (regardless of their legality), such as embargoes or transport restrictions.
   3. CUTMETALL shall notify the customer immediately and inform them of the reasons for the force majeure and the expected duration of the event. CUTMETALL shall endeavour to use all technically possible and economically reasonable means to ensure that it can fulfil its contractual obligations as quickly as possible.
   4. If the hindrance caused by an event of force majeure lasts longer than 3 months or if the fulfilment of the contract becomes unreasonable for other reasons, each party shall be entitled to withdraw from the contract with regard to the part not yet fulfilled.
7. In the event of a delay in delivery for which CUTMETALL is responsible, the customer may – provided that it can prove that it has suffered damage as a result – demand lump-sum compensation for each additional completed week of delay after expiry of two weeks, excluding further claims, amounting to 0.2% – but not exceeding 5% – of the value of the part of the delivery which cannot be used as intended as a result of the delay. Further claims for damages due to delay shall be excluded, unless
   • the delay is due to intent or gross negligence on the part of CUTMETALL or its vicarious agents, or
   • there is a culpable breach of an essential contractual obligation, or
   • a commercial fixed-date transaction has been agreed.
8. If the maximum amount of compensation under clause 4.7 is reached, the customer may, after setting a reasonable deadline for fulfilment, declare the contract void with regard to the delayed part if CUTMETALL does not perform beforehand.
9. If the customer is in default with a material obligation arising from the contractual relationship, CUTMETALL shall be entitled to extend the delivery period by the period of the default.
10. Goods reported as ready for collection must be collected immediately. If the goods are not collected within 5 working days, CUTMETALL shall be entitled, at its discretion, to ship the goods to the customer at the customer's expense or to store the goods at the customer's expense at its reasonable discretion and to designate them as delivered. The statutory provisions on default of acceptance shall remain unaffected.
11. CUTMETALL is entitled to make partial deliveries and provide partial services at any time, unless acceptance of the partial delivery or partial service is unreasonable for the customer in individual cases.
     

§ 5 Transfer of risk

The risk of damage and loss of the goods shall pass to the customer as follows:

• if the goods are delivered to CUTMETALL's business premises, at the time when CUTMETALL informs the customer that the goods are ready for collection,
• if the goods are not delivered to CUTMETALL's business premises, at the time of handover (including to a transport person) or, if the customer is in default of acceptance, at the time when CUTMETALL offers to hand over the goods.
   

§ 6 Acceptance

Deliveries shall be accepted by the customer, even if they have minor defects, without prejudice to the customer's rights in respect of defects. The customer shall bear the costs of storage, insurance, protective measures, etc. incurred as a result of delayed acceptance.
 

§ 7 Warranty

1. 1. CUTMETALL warrants that the goods are free from material defects. Unless otherwise expressly agreed in writing, the quality described in the product descriptions, technical specifications and markings authorised by CUTMETALL shall be deemed to be the agreed quality. Public statements, promotions or advertising are neither part of a quality agreement nor do they determine the contractually stipulated use; Section 434 (3) No. 2b of the German Civil Code (BGB) does not apply in this respect. Technical specifications are only approximate.
2. Claims for defects are excluded if, in the case of obvious defects, they are not reported in writing immediately, at the latest within 8 days of receipt of the goods, stating the delivery note and invoice number and including a description of the defect complained of. Hidden defects must be reported immediately upon discovery; the burden of proof for the hidden nature of the defect lies with the customer.
3. If, contrary to expectations, a product from CUTMETALL is defective, the customer shall be entitled to claims for defects in accordance with applicable law and these General Terms and Conditions. The warranty period in this case is 1 year from the transfer of risk. The provisions of §377 HGB (German Commercial Code) remain unaffected by this. Claims for defects by the customer are initially limited to the right to subsequent fulfilment (repair or replacement). Only if the subsequent fulfilment fails is the customer entitled to reduce the purchase price or withdraw from the contract at their discretion.
   The customer is obliged to cooperate in the rectification within the scope of what is reasonable, against reimbursement of costs and in accordance with the instructions of CUTMETALL. Upon request, the customer shall send replaced parts or the goods themselves to CUTMETALL for rectification.
   Only in urgent cases (risk of disproportionately high damage, endangerment of operational safety) may the customer remedy defects himself or have them remedied by third parties. He must inform CUTMETALL immediately and obtain its prior consent. The urgency must be proven by the customer. In the case of only minor defects, the customer is only entitled to reduce the purchase price (§ 440 BGB).
4. Unless already regulated in the above provisions, CUTMETALL shall not be liable for breaches of contract and damage – regardless of the legal grounds. This applies to any damage caused by defects, including loss of production, lost profits or other indirect damage (damage that did not occur to the delivery item itself).
   In the event of a culpable breach of essential contractual obligations, however, CUTMETALL shall only be liable for reasonably foreseeable damage typical for this type of contract. However, CUTMETALL shall in any case be liable for gross negligence and for guarantees specifically assumed, in cases of fraudulent intent, culpable injury to life, limb or health, or if liability for physical injury or damage to privately used items is assumed under the Product Liability Act.
5. Deviations in quantities, dimensions, quality, weights and the like are permitted within the scope of customary practice. The same applies to colour deviations that do not impair usability and slight contamination, for example by oils.
6.  Instructions from the supplier regarding the handling or use of the contractual products must be observed by the customer. If the customer fails to comply with these instructions and damage results, the customer shall bear the costs thereof.
7.  CUTMETALL shall not be liable for damage caused by improper handling, failure to comply with the assembly, operating or care and maintenance instructions supplied by CUTMETALL with the product, or by an installation site unsuitable for the operation of the product, or by natural wear and tear.
8. Maintenance and service work may only be carried out by CUTMETALL technicians or authorised service companies in order to maintain warranty claims, unless the customer proves when asserting warranty claims that the defect in question was not caused by maintenance or service work carried out by others. CUTMETALL is not liable for damage caused by third-party intervention.
9.  The customer is responsible for proving that the goods have been handled with care and in accordance with the instructions and that they have been stored properly.
    

§ 8 Compensation

1. Unless otherwise specified in these terms and conditions, CUTMETALL shall only be liable for damages in cases of intent and gross negligence, and in all other cases only if an essential contractual obligation (cardinal obligation) has been breached. Essential contractual obligations are those that enable the proper fulfilment of the contract in the first place and on the fulfilment of which the customer has relied and was entitled to rely, and whose culpable non-fulfilment jeopardises the achievement of the purpose of the contract. In cases of simple negligence, CUTMETALL shall in any case only be liable for damage that is typical for the contract and foreseeable.
2. Compensation for indirect damage, consequential damage and lost profits is excluded.
3. The limitations in Sections 8.1 and 8.2 shall not affect liability for personal injury, liability for fraudulent intent, liability arising from a quality guarantee given by CUTMETALL, or liability under the Product Liability Act.
4. The customer shall indemnify CUTMETALL against any claims by third parties for damages incurred by such third parties either due to changes to the delivery item made by the customer or a third party after the transfer of risk without the prior written consent of CUTMETALL, or due to the installation or operation of the delivery item at a location not recommended by CUTMETALL in the assembly instructions or not approved in individual cases due to unsuitability for safe operation. The same applies to improper handling and use of the delivery item by the customer.
    

§ 9 Retention of title

1. 1. All delivered goods remain the property of CUTMETALL until all claims arising from the business relationship have been paid in full. This also applies if individual or all claims of CUTMETALL are included in a current account and the balance has been struck and acknowledged.
2.  The customer is entitled to resell the goods in the ordinary course of business, provided that the customer receives payment from its customer or agrees a reservation of title stipulating that the customer only acquires ownership upon fulfilment of all payment obligations.
3.  The customer shall support CUTMETALL in any measures necessary to protect its property. The customer shall inform CUTMETALL immediately if there is any danger to its property. This applies in particular to dispositions by third parties or official measures (seizures, confiscation, etc.).
4. CUTMETALL is entitled to take back the goods subject to retention of title in the event of breach of contract by the customer, in particular in the event of default in payment. The taking back does not constitute a withdrawal from the contract.
5. The customer shall, at its own expense, take out insurance for the delivered goods against theft, fire and water damage as well as other risks for the period until the purchase price has been paid in full.
6. If the value of the securities exceeds the claims to be secured by more than 10%, CUTMETALL shall release securities of its choice upon request.
7. The customer is obliged to treat the goods subject to retention of title with care, to maintain and repair them at its own expense and to insure them at its own expense against loss and damage to the extent required of a prudent businessman. It hereby assigns its claims under the insurance contracts to CUTMETALL in advance. As long as and to the extent that the customer is not in default of payment, CUTMETALL shall pay the insurer's payments for the costs of repairs already carried out to the customer. Payments made by the insurer due to the loss of the goods subject to retention of title shall be offset by CUTMETALL against any outstanding payment obligations of the customer and any excess amounts shall be paid to the customer.
8. In the event of processing or other transformation of the goods subject to retention of title, the customer shall act on behalf of CUTMETALL, but without obliging CUTMETALL. If the goods subject to retention of title are processed, mixed or combined with items belonging to third parties, CUTMETALL shall acquire co-ownership of the products in proportion to the respective invoice values. If the goods subject to retention of title are processed, combined or mixed with a main item of the customer, the customer hereby transfers co-ownership of the new item to CUTMETALL in proportion to the purchase price to the value of the main item. The respective co-ownership share shall be deemed to be goods subject to retention of title within the meaning of these general terms and conditions.
9. The customer may sell goods subject to retention of title in the ordinary course of business under the usual terms and conditions, provided that he is not in default of payment. The same applies to the use of goods subject to retention of title in fulfilment of a contract for work and services. Resale is not permitted if the customer has agreed a prohibition of assignment with his customer. In the event of resale, the customer must make the transfer of ownership dependent on full payment of the purchase price or remuneration for work performed. The customer is not entitled to pledge, transfer ownership by way of security or otherwise encumber the goods subject to retention of title.
10. To secure CUTMETALL's claim to the purchase price, the customer assigns to CUTMETALL all claims arising from a resale within the meaning of the preceding clause. All claims to which the customer is entitled against the respective injuring parties arising from damage to or loss of the goods subject to retention of title shall also be assigned. As long as the customer fulfils its contractual obligations to CUTMETALL and the fulfilment of these obligations is not at risk, the customer may collect the assigned claims itself.
     

§ 10 Property rights and copyrights

1. If the intended use of the delivered goods leads to the infringement of industrial property rights or copyrights in the country of use, CUTMETALL shall, at its discretion, either procure the right for the customer to continue using the goods or modify the delivery item in a manner reasonable for the customer so that the infringement of property rights no longer exists (subsequent fulfilment). The customer is obliged to
   • inform CUTMETALL immediately of any possible infringements of property rights or copyrights asserted against the customer and/or its customers,
   • support CUTMETALL in defending against the asserted claims and enable the implementation of the subsequent fulfilment measures,
   • and take legal defensive measures in accordance with CUTMETALL's instructions and only acknowledge such third-party claims or conclude judicial or extrajudicial settlements with them after obtaining CUTMETALL's prior consent.
2. CUTMETALL's right to refuse subsequent fulfilment in accordance with Section 439 (2) of the German Civil Code (BGB) remains unaffected.
3. CUTMETALL shall indemnify the customer against any claims of the relevant property right holders that are undisputed by CUTMETALL or have been legally established.
4. CUTMETALL shall not be liable for the infringement of property rights unless at least one property right from the property right family from which claims are derived has been published either by the European Patent Office or in one of the countries of the Federal Republic of Germany, France, Great Britain, Austria or the USA. CUTMETALL shall also not be liable
   • if the infringement of property rights was caused by the customer's unauthorised modification of the delivery item or its use in a manner not in accordance with the contract;
   • the infringement of property rights is based on instructions given by the customer and implemented by CUTMETALL in the delivered goods.
5. The aforementioned claims of the customer shall become statute-barred one year after the transfer of risk. The decisive point in time for the commencement of the limitation period is the point in time of the transfer of risk. Mandatory statutory limitation provisions remain unaffected, in particular for intentional or grossly negligent fault, for personal injury, for breach of essential contractual obligations, for claims under the Product Liability Act or from a guarantee assumed.
    

§ 11 Confidentiality

1. All business or technical information originating from CUTMETALL (including characteristics that can be derived from items or software provided) shall be kept confidential by the customer and may only be made available to third parties if it is not already known to the customer or has become known to the customer after disclosure by CUTMETALL, or if it has been designated by CUTMETALL for resale by the customer. and may only be made available in the customer's own business or that of a subcontractor of the customer to persons who are also bound to secrecy and who require knowledge of this information in order to perform their respective operational tasks; they remain the exclusive property of CUTMETALL. Such information may not be reproduced or used commercially without the consent of CUTMETALL. Upon request, all information originating from CUTMETALL, including copies and records made and items provided on loan, must be returned to CUTMETALL immediately and in full or destroyed in consultation with CUTMETALL.
2. CUTMETALL reserves all rights to the information referred to in §11 (1) (including copyrights and the right to register industrial property rights such as patents, utility models, semiconductor protection, etc.).
    

§ 12 EU VAT identification number

If the customer is based outside Germany, they are obliged to comply with the relevant VAT regulations of the member states of the European Union (EU). This includes, in particular, providing CUTMETALL with their VAT identification number without being asked to do so. The customer is obliged to provide CUTMETALL with the necessary information regarding its status as an entrepreneur, the use and transport of the delivered goods and the fulfilment of statistical reporting obligations upon request. The customer is obliged to reimburse CUTMETALL for any expenses, in particular processing fees, incurred by CUTMETALL as a result of incorrect information provided by the customer regarding value added tax.
 

§ 13 General provisions, place of jurisdiction and place of fulfilment, data processing

1. Amendments, supplements and other subsidiary agreements to these General Terms and Conditions or to concluded contracts must be made in writing. The same applies to any amendment or waiver of the written form requirement.
2. Should individual clauses of these General Terms and Conditions be wholly or partially invalid, this shall not affect the validity of the remaining clauses or the remaining parts of the invalid clause. The parties shall replace an invalid provision with a valid provision that comes closest to the economic purpose of the invalid provision. The same applies to any loopholes.
3. The customer shall only have rights of set-off or retention with respect to legally established or undisputed claims.
4. The customer may only use or register trademarks, trade names and other signs and property rights of CUTMETALL with prior written consent and only in the interest of CUTMETALL.
5. The respective location in accordance with § 4 (1) shall be the place of fulfilment for delivery and any subsequent fulfilment, as well as the place of payment.
6. The law of the Federal Republic of Germany shall apply exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.
7. The place of jurisdiction for all disputes arising from or in connection with contractual relationships to which these General Terms and Conditions apply is the registered office of CUTMETALL in 96149 Breitengüßbach, Germany. However, CUTMETALL is entitled, at its discretion, to sue the customer at the court of its registered office, branch office or place of fulfilment.
8. The client acknowledges that CUTMETALL processes personal master data in particular on the basis of Art. 6 para. 1 sentence 1 lit. b) GDPR § for the purpose of executing a contract concluded with CUTMETALL. For further details, please refer to CUTMETALL's privacy policy in accordance with Art. 13 GDPR.
    

April 14th, 2025