Terms and Conditions
Scope, Written Form, Conclusion of Contract
These General Terms and Conditions („GTC“) apply to all sales and work delivery contracts („Sales Contract“) between Steel Action GmbH, Cologne, and its customers („Buyer“). The GTC apply only if the buyer is an entrepreneur within the meaning of § 14 BGB, a legal entity under public law, or a special public fund. These GTC apply exclusively; the buyer’s terms and conditions also do not apply, even if he expressly refers to them within his order or makes the order acceptance dependent on them. The GTC serve as a framework agreement for the same buyers for future sales contracts. We will promptly inform buyers of any changes to our GTC.
Individual agreements, including trade clauses, take precedence over the GTC. Individual agreements require written confirmation from Steel Action GmbH. Incoterms and other international trade clauses are always to be interpreted according to the latest version of ICC Paris.
Statements and notifications with legal significance, which are made by the buyer after the conclusion of the contract, e.g., setting deadlines, objections, defect notifications, declaration of withdrawal or reduction, require written form for their effectiveness. In case of contractually or legally prescribed written form of statements, the simple observance of the text form (e.g., fax or email) is sufficient.
Unless otherwise specified, our offers are non-binding. This also applies if we provide the buyer with technical documentation such as drawings, plans, calculations, product descriptions, brochures, operating and assembly instructions, or other documents in writing, digitally, or via the internet, to which we reserve all property and copyright rights. The written order of the goods by the buyer is considered a binding contract offer, which, in the absence of a different provision, remains valid for at least 10 days.
A binding purchase contract is concluded with our written order confirmation or delivery of the goods. Minor or customary deviations from the order have no influence on the binding nature of the purchase contract. Despite the aforementioned deviations, the contract remains valid. Such deviations are considered approved if the buyer does not object to them promptly. If the order and order confirmation match, there is no right of objection.
Delivery, Transfer of Risk, Place of Performance
Unless otherwise agreed, delivery is made ex works from our factory in Cologne (exw), where the place of performance for delivery and any subsequent performance is also located. Delivery is made to the agreed delivery address and in the agreed shipping method. If no shipping method is agreed upon, it will be determined by us.
The dispatch of the goods takes place at the buyer’s cost and risk. If the dispatch is delayed for reasons not attributable to us, the risk passes to the buyer at the time of notification of readiness for dispatch. The legal transfer of risk due to the buyer’s default of acceptance, as well as other rights and additional expenses resulting from the buyer’s default of acceptance, remain unaffected. Partial deliveries by us are permissible as long as they are reasonable for the buyer.
Delivery Period, Delay in Delivery
The delivery period is specified by us in the order confirmation or individually agreed upon. In any case, the delivery period does not begin before the clarification of all details of the contract and the provision of all permits and certificates required for the execution of the contract, such as the buyer’s firearms trading or import permit or the seller’s export permit.
If we cannot adhere to a binding delivery period for reasons not within our control (unavailability of the service), we will inform the buyer immediately, stating the reason for the delay and, if applicable, the new, expected delivery period. If the service is no longer available at all or within the new delivery period, we are entitled to withdraw in whole or in part from the contract; any consideration already provided by the buyer will be refunded promptly in this case. Unavailability of the service occurs in particular if there is a delay in self-supply by our pre-suppliers for which neither we nor the pre-suppliers are at fault, or if we were not obligated to procure the item in the first place, as well as in cases of force majeure or new legal provisions (e.g., embargo). The buyer’s rights in case of delay in delivery remain unaffected.
The conditions for delay in delivery are determined by statutory regulations, but in all cases, a written reminder from the buyer is required. If we are in delay with delivery, the buyer can demand lump-sum compensation for his delay damage. The lump-sum compensation amounts to 0.5% of the net price (delivery value) of the delayed delivered goods for each completed calendar week of delay, but in total, no more than 5% of the contractual delivery value. We reserve the right to prove that the buyer has suffered no damage or only significantly less damage than the lump-sum compensation. Otherwise, the buyer is entitled to withdraw from the contract after statutory regulations, usually after an unsuccessful expiration of a reasonable grace period set by him.
Claims of the buyer for damages instead of performance according to Section 9, as well as our legal rights, especially in the case of exclusion of the obligation to perform (e.g., due to impossibility), remain unaffected.
Purchase Price, Incidental Costs, Maturity
Unless otherwise specified in our order confirmation or individual agreements, our current prices at the time of the conclusion of the contract apply, namely „ex works,“ plus statutory value-added tax and other public levies (e.g., customs duties, fees). Furthermore, the buyer has to bear other incidental costs of the purchase, especially packaging, shipping, and insurance costs calculated on a case-by-case basis.
The purchase price including incidental costs is due for payment against invoice before delivery of the goods immediately and without deduction (advance payment). Individual agreements apply in case of such arrangements.
All payments are to be made in Euro € and are to be transferred via bank transfer to our bank account specified in the invoice.
Payment Default, Counterclaims
Upon expiration of the payment period according to Section 4, the buyer is in default. The purchase price is to be charged with the respective applicable legal default interest rate during the default period – subject to further default damages. The claim for commercial maturity interest according to § 353 HGB (German Commercial Code) remains unaffected.
The buyer is only entitled to set-off or retention rights to the extent that his claim is legally established or undisputed. In case of defects in the delivery, the buyer’s counterclaims, especially according to Section 8, remain unaffected.
If it becomes apparent after the conclusion of the purchase contract that our payment claims are endangered due to the buyer’s insufficient performance, e.g., by filing an application for the opening of insolvency proceedings, we are entitled to refuse performance in accordance with statutory provisions and, if necessary, to withdraw from the contract after setting a deadline (§ 321 BGB). In contracts for individual or custom-made products, we can declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.
Retention of Title, Extended Retention of Title
We reserve ownership of the goods until full payment of all claims from the purchase contract and an ongoing business relationship.
In the event of a buyer’s contractually non-compliant behavior, especially non-payment of the due purchase price, we are entitled to withdraw from the contract and demand the return of the goods based on the retention of title according to statutory regulations. The request for return does not simultaneously include the declaration of withdrawal; rather, we are entitled to demand only the return of the goods and reserve the right of withdrawal. If the buyer does not pay the due purchase price, we may only assert these rights if we have previously unsuccessfully set a reasonable deadline for payment to the buyer or if such a deadline is dispensable according to statutory provisions.
The goods subject to retention of title may not be pledged to third parties or transferred as security until all secured claims are fully paid. The buyer must notify us immediately in writing if and to the extent that third parties access the goods subject to retention of title.
The buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following additional provisions apply:
The retention of title extends to the products resulting from processing, mixing, or combining our goods to their full value, with us being considered the manufacturer. If, in the case of processing, mixing, or combining with goods of third parties, their ownership rights persist, we acquire co-ownership in relation to the invoice values of the processed, mixed, or combined goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title.
The buyer hereby assigns to us in full the claims against third parties arising from the resale of the goods or the product. We accept the assignment. The duties of the buyer mentioned in Section 6(2) also apply with regard to the assigned claims.
The buyer remains authorized to collect the claim. We undertake not to collect the claim as long as the buyer fulfills his payment obligations to us, is not in default, no application for the opening of insolvency proceedings has been filed, and there is no other deficiency in his ability to perform. However, if this is the case, we can demand that the buyer informs us of the assigned claims and their debtors, makes all necessary information for collection, hands over the associated documents, and notifies the debtors (third parties) of the assignment.
If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice upon the buyer’s written request.
The buyer is obliged to examine the goods immediately for defects (including incorrect and incomplete delivery) in accordance with the statutory provisions (§§ 377, 381 HGB) and the following regulations and to investigate any suspicion of defects with reasonable effort.
If a defect becomes apparent during the examination or later, we must be notified in writing immediately. The notification is considered immediate if it is made within 10 working days.
Regardless of the above examination and complaint obligation, the buyer must report obvious defects within 10 working days of delivery in writing. Transport damages must also be reported to the transport company immediately if possible and noted in the acknowledgment of receipt.
If the buyer fails to carry out a proper examination and/or notification of defects, the goods are deemed approved regarding the defect not reported. Moreover, this may trigger damage claims.
Buyer's Warranty Claims
For the buyer’s rights in case of material and legal defects (including incorrect and incomplete delivery, as well as improper assembly or defective assembly instructions), the statutory provisions apply, unless otherwise determined below. In all cases, the statutory special provisions for the final delivery of goods to a consumer (supplier recourse according to §§ 478, 479 BGB) and manufacturer guarantees delivered with the goods by us also remain unaffected. However, manufacturer guarantees apply, unless otherwise agreed, only to the end consumer; the buyer cannot rely on them.
The basis of the warranty is primarily the agreement on the quality of the goods. All product descriptions that are the subject of the individual purchase contract or have been publicly announced by us, especially on the internet or in catalogs, are considered an agreement on the quality of the goods. We do not assume any liability for public statements by third parties, such as advertising statements by suppliers or dealers. Defectiveness is to be assessed according to statutory regulations. German law explicitly applies to the delivery. Product requirements common abroad, especially in the product’s destination country, are only considered if we have been informed beforehand and have expressly approved it in writing.
The buyer’s warranty claims require that he has fulfilled his obligations to inspect and complain. Minor or customary deviations of the delivery from the ordered, inspected, or depicted or described goods in catalogs or on our website (e.g., color shades, wood grain, etc.) do not constitute a defect.
If the delivered item is defective, we can choose whether to remedy the defect through rectification or replacement delivery. The right to refuse rectification under the statutory conditions remains unaffected. We can make rectification dependent on the buyer paying the due purchase price. The buyer is, in turn, entitled to retain a reasonable part of the purchase price temporarily in proportion to the defect.
The buyer must give us the time and opportunity required for rectification, especially by handing over the contested goods for examination purposes. In the case of replacement delivery, the buyer must return the defective item in accordance with statutory provisions. Rectification does not include the removal of the defective item or its reinstallation if we were not originally obliged to install it. The place of performance for all these services is our business premises in Cologne.
If a defect is present, we bear the expenses necessary for inspection and rectification. These are expressly not: removal and installation costs as well as travel and transport costs. If a defect and thus its rectification prove to be unfounded, we can demand cost reimbursement from the buyer.
If rectification fails or a reasonable rectification period expires without success, or if this period is legally dispensable, the buyer can withdraw from the purchase contract or reduce the purchase price. However, in the case of an insignificant defect, there is no right to withdraw.
If third-party intellectual property rights exist on the goods that interfere with their intended use by the buyer or impair it, this is considered a legal defect. As part of rectification, we are particularly entitled to remedy the defect by obtaining usage rights for the buyer, by modifying the goods, or by exchanging them for goods free of legal defects.
Contrary to § 438 (1) No. 3 BGB, the general limitation period for claims arising from material and legal defects (warranty period) is one year from delivery. After the expiration of the warranty period, defect claims are excluded; statutory special regulations on limitation (especially §§ 438 (1) No. 1 and 2, (3), 479 BGB) remain unaffected. Claims for damages according to Clause 9 expire exclusively according to the statutory regulations.
Claims for damages from the buyer or reimbursement of futile expenses exist in case of defects only in accordance with the above and the following provisions and are otherwise excluded. We are generally not obliged to examine the components we have processed in the goods for the buyer. If such an obligation exists due to special circumstances of the individual case, it is not a material contractual obligation. We do not take responsibility for the manufacturing process of our suppliers.
We are liable for damages in accordance with the statutory provisions, unless otherwise specified below. In the event of breaches of duty – regardless of the legal grounds – we are only liable for intent and gross negligence. In the case of simple negligence, we are only liable for:
- damages resulting from injury to life, body, or health, and
- damages resulting from the not insignificant breach of an essential contractual obligation.
The above limitations of liability also apply in favor of our employees, workers, representatives, and agents. Only the statutory regulations apply to claims under the Product Liability Act.
For the violation of a contractual obligation that does not consist of a defect, the buyer can only withdraw or terminate if we are responsible for the breach of duty. The buyer’s right to withdraw in the event of delayed delivery by us, including the statutory provisions on the burden of proof, remains unaffected. Otherwise, the legal conditions and consequences apply to withdrawal and termination rights.
If the buyer does not have a right to withdraw, a unilateral request for cancellation by the buyer („cancellation“) requires our explicit consent. We reserve such consent only on the condition of prior payment of reasonable compensation of at least 8% of the net purchase price.
Obligations to remove or block the use of information according to general laws remain unaffected. However, liability in this regard is only possible from the time of knowledge of a specific legal violation. Upon becoming aware of corresponding legal violations, we will remove this content immediately.
Foreign Trade and Arms Law
The trade and manufacture, including the purchase, sale, resale, and other handling of the goods, including associated technology, software, or documentation, may be subject to the foreign trade or export control laws of Germany, the EU, the USA, and other countries. Reselling to embargoed countries, listed individuals, or persons who use the deliveries and services for military purposes or misuse them may be prohibited or subject to approval. Dealing with weapons and ammunition is subject to specific legal regulations in Germany and abroad.
The buyer expressly declares to us that they will at all times act in compliance with the law and adhere to all applicable national and international regulations, especially those of foreign trade and arms law. They will carry out purchases, trades, imports, exports, transits, and transports only if they possess all required official permits and certificates for each case. The buyer indemnifies us from claims by third parties resulting from their improper, negligent actions. The enforcement of damages by us against the buyer in the event of such actions is permissible.
Choice of Law, Jurisdiction
For all legal relationships arising from business transactions with Steel Action GmbH, German law applies, excluding the international uniform law, in particular, the UN Sales Convention. The retention of title is subject to the law at the respective place of storage of the purchased item, to the extent that German law does not apply or the application of German law is inadmissible or ineffective.
The place of jurisdiction for all parties is the local or regional court in Cologne, Germany.