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General Terms and Conditions

of PART FACTORY (a company of Grindaix GmbH, Marie-Curie-Str. 8, 50170 Kerpen) for the production and delivery of products

  1. General Terms and Conditions
    1. PART FACTORY only accepts order from customers who have previously registered themselves with the website (https://www.partfactory.com) and provided the required information, including VAT identification number.
    2. Once a client has made an enquiry of PART FACTORY, PART FACTORY determines whether the requested product is technically feasible. If PART FACTORY considers the product technically infeasible, or if there are doubts on the matter, PART FACTORY will inform the customer thereof directly. Under no circumstances will PART FACTORY determine whether the requested product in the form desired by the customer is usable for the purposes of the customer. PART FACTORY then offers the desired product to the customer for a particular price. The customer then has the opportunity to accept or reject this offer. Acceptance is possible only using the appropriate tool provided on the website. Declarations made by a customer using e-mail or other means will not result in an order. With acceptance by the customer, the contract between the customer as principal and PART FACTORY as contractor comes into being.
    3. PART FACTORY is entitled to have the orders placed with it executed by another, apparently suitable company; no notification of such outsourcing need be provided to the principal.
    4. PART FACTORY notes that the manufacture of parts intended for or capable of being used in weapons violates statutory prohibitions, and is therefore void in accordance with § 135 BGB [the German Civil Code]. If PART FACTORY becomes aware that an order involves the production of such parts, all activities related to the invalid order shall be terminated immediately.
  2. Payment
    1. After acceptance by the principal, PART FACTORY will generate an invoice for the amount of the order. The payment date will be stated on the invoice. The customer is obligated to pay the amount of the invoice to PART FACTORY, in full and without cost to PART FACTORY, using one of the available payment methods of the Web portal of PART FACTORY.
    2. If a customer wishes to dispute an invoice, notice of such a challenge must be made in writing or via e-mail within 8 days of receipt of the invoice in question.
  3. Delivery
    1. PART FACTORY shall not be responsible for delays in the delivery of goods or performance of contractual obligations resulting from force majeure or from circumstances making delivery significantly more difficult or impossible for PART FACTORY (in particular, war or states of emergency, civil unrest, labour disputes, lockouts, decrees by public authorities, raw material shortages, or sickness, whether affecting PART FACTORY or its suppliers), even in the case of dates and deadlines agreed with binding effect. Such circumstances entitle PART FACTORY to delay delivery for the period such circumstances are in effect, plus a reasonable warm-up period, or to abrogate the contract in whole or in part. This also applies in the event that the delay in delivery is due to the actions of PART FACTORY’s suppliers, provided that PART FACTORY makes reasonable efforts to ensure immediate delivery.
    2. In cases in which PART FACTORY makes uses of its right to abrogate the contract for the reasons given above, PART FACTORY is only obligated to repay such monies as have already been remitted. All other claims are excluded.
    3. Delivery shall be carried out through shipment to the delivery address provided by the principal. PART FACTORY’s obligations shall be fulfilled once the properly packaged item to be delivered is handed over to the transport company. Shipment shall constitute delivery, and thus fulfilment of PART FACTORY’s contractual obligations.
  4. Claims in the event of defects
    1. The principal is obligated to examine the delivered product for defects promptly after receipt. Any defects must be promptly reported to PART FACTORY by the principal in writing or by e-mail, at the latest 8 days after receipt of delivery. Rejected parts are to be sent free of charge to PART FACTORY for evaluation.
    2. In the event that a defect is found, PART FACTORY has the right to undertake subsequent performance. PART FACTORY may elect to remedy the defect by means of reworking or replacement. PART FACTORY shall be permitted two attempts to remedy a defect. The obligation to remedy defects shall be void if the defective part or parts have been modified by the principal or by third parties, or have been subjected to attempts at temporary repair. The principal shall be responsible for costs incurred by PART FACTORY resulting from spurious warranty claims.
    3. PART FACTORY’s obligation to fulfil warranty claims shall in any event be limited to the obligation to remedy the defect in-house or by a company engaged by PART FACTORY for such purpose. If the reworking or replacement fails to be completed within a reasonable period, the principal is entitled to rescind the request or demand a reduction in price.
    4. The costs for remediation of legitimate defects, including costs for shipping, shall be borne by PART FACTORY.
    5. The principal’s right to assert warranty claims against PART FACTORY expires one year after the delivery date.
  5. Liability
    1. PART FACTORY shall not be liable for losses resulting from the proper use of a defective product, unless the product defect resulted from gross negligence or tortious conduct on the part of PART FACTORY or its employees or suppliers, or from the simply negligent violation of a material contractual obligation.
    2. PART FACTORY shall not be liable (see I.2) for the use as intended by the principal of the product manufactured in accordance with the principal’s specifications. Accordingly, PART FACTORY shall also not be liable for losses resulting from the use in accordance with the principal’s intentions of the product manufactured to the principal’s specification in the event that losses result from such use.
    3. Compensation for damages shall in all cases be limited to the amount of losses that are typical and foreseeable.
    4. Information, technical descriptions, and recommendations in writing or in image from PART FACTORY, whether publicly available or provided personally, as well as verbal or telephonic replies to questions of all types, are made to the best of PART FACTORY’s knowledge and belief, but are without obligation. No liability attaches to PART FACTORY as a result of such communications.
  6. Reservation of property rights
    1. PART FACTORY shall retain ownership of all parts manufactured by PART FACTORY or on its behalf until all claims arising from the business relationship have been settled in full. If PART FACTORY’s ownership rights are merged with others’ as a result of incorporation, amalgamation, or processing, PART FACTORY shall become a co-owner of the item into which the items supplied by PART FACTORY have been incorporated or amalgamated or into which they have been processed, in proportion to the value of the items supplied.
  7. Offsets and retention rights
    1. PART FACTORY shall have a right of retention to all the principal’s parts for all claims arising from the relevant order.
    2. This right of retention also arises if claims from previously completed orders remain unsettled.
    3. The principal may not offset claims for payment vis-à-vis PART FACTORY or assert a right of retention unless the principal’s claims are not disputed or have been established with legally binding effect.
  8. Other provisions:
    1. The place of jurisdiction for disputes arising under this agreement shall be the city of Cologne in the Federal Republic of Germany.
    2. This agreement shall be governed by the laws of the Federal Republic of Germany.
    3. Claims of the principal arising from this agreement may not be transferred or assigned, unless such claims are undisputed or have been established with legally binding effect.
    4. If individual provisions of this agreement shall become or be found to be invalid, or should their validity be excluded by agreement, the validity of the remaining provisions shall remain unaffected thereby. Should individual provisions become or be found to be ineffective, the parties shall be obligated to agree upon a term or terms corresponding most closely to the ineffective provision(s).

 

State of January 2014

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