General Terms and Conditions of Business, Delivery and Data Transfer

(Status 07/2016)

All sales, deliveries and services  are subject to the following terms and conditions of sale and delivery. Additions, amendments or collateral agreements are only valid if confirmed in writing.

The following provisions apply exclusively to contracts in which a consumer is not involved in the sense of § 13 of the German Civil Code.

1. Data transfer:

Drawings submitted to us are always understood as work drawings and are not subject to any further examination regarding statics / intended purpose / risk of injury, etc.

The initial investment costs shown in the offer presuppose the faultless acceptance of the customer data. Flawed specifications are not covered by the stated initial investment costs. Error corrections are not included in the offer and represent a non-predictable amount.

If any required extra effort is noticed while completing the order, the Contractor shall immediately notify the Client of the extra effort and any increases in cost.

This extra effort is calculated according to the actual effort with the hourly rate stated in the offer and is then provided if the customer has ordered it in writing.In such cases, a separate offer is submitted by the Contractor to the Client for approval and order issue.

The following points are to also be considered:

  • Only the affected components are transmitted.
  • The components are transmitted on a scale of  1:1, measured in millimetres.
  • Parts located freely in the room  are aligned in the room by the customer parallel to the world coordinate system.
  • Hatching, dimension  &  notes are to be placed on separate layers.
  • With  2D drawings,  zero is drawn at the Z level.
  • Avoid duplicate, overlapping objects.
  • Make sure that CAD objects are clean and meaningful (clean transitions at endpoints, tangentials, arcs, etc.) Mistakes which are not visible on the screen are usually also reproduced in this way.  Corrections after milling also require time and costs at the expense of the Client and do not constitute any grounds for complaint later on.
  • A file may explicitly contain all the components of an order. Separate saving of each individual component is not necessary.
  • All TrueType fonts can be generally converted  into editable vector geometry.  In doing so,  the texts need to be converted into geometry (lines / arcs / splines) by the Client on their own CAD system. If this is not possible, a PDF document of the required text must also be transmitted, including the name of the font.  If this is not a standard Windows font, the font from the customer’s system must also be submitted. Be aware of the feasibility when choosing a font. For further information about this, please visit our homepage.
  • Additional information such as number / component, mirrored / original version, material info. (thickness &  material), grain direction, visible sides / blind sides, angle edges etc.  is to be entered in the CAD drawing in writing only, and never in attached pdf files, email text or verbally.
  • Any edge band and connectors that are to be taken into account are to be included in the drawing by the Client.
  • 2D drawings are provided in the usual dwg or dxf format.
  • 3D drawings are provided in the usual sat, step, igs, 3dm or stl format and are also already oriented to one main level.
  • If the CAD drawing has been exported or drawn inaccurately, this will be processed by us accordingly. Make sure that circles and arcs are actually exported as such. With convex / concave solid bodies, make sure that these bodies are not faceted.
  • In the case of  recurring orders without new planned investment costs, the material,  as well as the actual geometry must be 100% identical to the previous order. Any deviations from the previous version  shall result in corresponding costs for revisions.
  • PDF data can be vectorised. These data are forwarded to the customer in advance for approval.
  • If there are any changes, the complete drawing must always be transmitted again with all the information that was already contained in previous drawings. Unplanned changes, requirements or conditions are also subject to charges.
  • Product development:  Product development is divided into two areas:

Prototyping and further development to production maturity: 

These points are shown separately in the offer depending on the stage the customer is focusing on. Based on the provided data basis, the detailed technical implementation of the contract is decided on in consultation with the customer.

  • Tolerances: Wood and wood-based materials are subject to continuous hygroscopic tolerances, as well as internal material stresses. The Client is informed of the tolerances that apply to the specific order within the scope of the offer.
  • The customer may only make material deliveries after having discussed this with us in advance. Additional expenses resulting from materials produced by the company’s own resources constitute chargeable rework.
  • Please mark supplied material clearly (visible sides, orientation, deviations, etc.). This especially applies to workpieces, which can be confused if they are only given a fleeting glance.
  • We shall not be liable for damage caused by non-compliance with these points. Any necessary improvements and new products will also be billed according to cost.

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Optional in the development of CAD production data by Holz in Form Niedermeier GmbH:

Please always check the outgoing drawings from us. We assume no liability for any damages caused by misunderstandings or negligence on your part. 

Optional in the provision of CNC programmes by Holz in Form Niedermeier GmbH:

A relevant CNC programme is generated on the basis of your information (material, geometry, tool data, machine data): Check the programmes by means of a corresponding machine simulation and always stay close to the machine when it shuts down a programme for the first time. Be very attentive with every tool change or start of operation and  only activate manual operation during positioning. All possible damages, such as tool breakage, workpiece damage, machine crash or personal injury, are expressly not covered by us and occur exclusively at your own risk. Do not start the programme if you do not agree with this and also inform your machine operators about this point.

Furthermore, responsibility for the actual technical feasibility lies with the Client only. Before the contract is awarded, the Client alone shall check his operational possibilities to make sure that personnel, machinery, milling tools or software used will also ultimately harmonise with the intended implementation. Likewise,  we are not responsible for the actual clamping capability of the workpieces.

If the order is cancelled, any costs incurred shall be remunerated in accordance with the stated hourly rate.

2.       Delivery obligation:

All offers are provided free of charge; the obligation to deliver  only arises following a written and countersigned order confirmation from the Client. Delivery times only come into force following a written and countersigned order confirmation from the Client. Delivery times

are only valid following complete clarification of all details in the order. If a deposit or advance payment has been agreed, the delivery time is only valid when this deposit  or advance payment has been made. Agreed delivery periods are considered as non-binding guidelines. In the event of a strike, force majeure, raw material shortages, delayed delivery from subcontractors or operational disturbances of any kind, the agreed delivery period shall be extended by the duration of the delay. If the delivery interruption lasts longer than two months over

the foreseen delivery date, both the Client and the Contractor  may withdraw from the contract. Subsequent claims  are then excluded on both sides.

3.       Pricing

Prices are ex works unless stated otherwise.

4.       Payment

We ship the ordered goods exclusively against advance payment or cash on delivery.

4.1. In the case of advance payment, the client can choose from the following options:
a) Sending a bank-certified cheque by post (clearing checks with no bank confirmation are not accepted)

b) Copy of your transfer with bank confirmation, by fax

c) Urgent transfer (from your bank)

In the case of self-collection, the ordered goods will only be handed over against payment in cash or against a bank-certified cheque.

4.2. In the case of advance payment, we grant you a discount of 3%. With cash on delivery or self-collection, we provide a cash discount of 2%.

If the payment is delayed, the Contractor will be charged default interest at a rate of 12% per annum of the outstanding amount.

4.3. In the case of reminders, EUR 5 will be charged for each letter.

5.       Offsetting

Any offsetting against claims other than those that are undisputed or legally established is excluded.

6.       Flat-rate compensation

If the Client terminates the contract, the Contractor is entitled to demand 10% of the total order value as compensation. The Contractor expressly reserves the right to prove any possible damages of a higher value. Similarly, the Client is entitled to prove if the loss is lower.

7. Warranty

7.1. Obvious defects must be immediately reported in writing and criticised. At a later date, warranty claims due to obvious defects can no longer be claimed. The Contractor must be notified of any concealed defects by registered letter within 3 days after their discovery and no later than one month following delivery of the goods.

7.2. In the case of justified complaints, the Contractor may choose to either repair the defective delivered goods up to two times or to provide the customer with a replacement for the rejected item. However, the replacement shall only be delivered after the rejected goods have been returned by the Client and they have arrived at the Contractor’s premises.

7.3. Provided the Contractor complies with his obligations to remedy the defects, the Client shall not be entitled to demand a reduction of the payment or cancellation of the contract, unless there is a final failure of the rectification. The Client may not remedy the defect himself and demand the required expenses for this from the Contractor.

If a subsequent improvement or replacement delivery is not possible, if it fails or is refused, the client may, at his discretion, demand a corresponding appropriate discount or cancellation of the contract.

7.4. Warranty claims are excluded if the goods have been further processed by the Client.

8.       Refund policy

An exchange of delivered goods is excluded in principle except in the case of liability for material defects.

9. Retention of property rights

9.1. Delivered goods shall remain the property of the Contractor until full payment is received.

9.2. The Client is obliged to notify the Contractor immediately in writing of any attachments of the goods on reserve and to inform the collateral creditor of the reservation of property rights. The Client is not entitled to sell, give, pledge or assign by way of security the goods delivered under retention of title.

9.3. If the delivery is carried out for a business maintained by the Client, the goods may be sold on as part of a proper business operation. In this case, the claims of the Client from the sale are already assigned to the buyer at the invoice amount of the goods delivered by the Contractor under retention of proprietary rights. If the goods are resold on credit, the Client retains proprietary rights towards his buyer. The Contractor thereby assigns the rights and claims arising from this retention of proprietary rights to the Client. The Client accepts this assignment.

9.4. If the goods on retention are incorporated into the Client’s property as essential elements, the Client shall already assign the Contractor the receivables resulting from selling the property or property rights at the invoice value of the goods on retention, including all ancillary rights. The Client accepts this assignment.

9.5. If the goods with retained proprietary rights are incorporated into a third party’s property as essential elements by the Client or on the instructions of the Client, the Client shall already assign all resulting claims to remuneration at the invoice value of the goods with retained proprietary rights, including all ancillary rights pertaining to the third party or the involved person to the Contractor. If the goods on retention are processed, combined or mixed by the Client with other products, the Contractor shall have a right to co-ownership of the new item in the same proportion as that of the invoice value of the goods on retention to the invoice value of the other goods.

9.6. If the delivery items have become essential components of the plot of land, the Client undertakes, in the event of non-compliance with the agreed payment dates, to allow the Contractor to dismantle the items which can be removed without significant impairment to the building and to transfer the ownership of these goods back to him. Dismantling and other costs are carried by the Client.

10.   Handover / dispatch / transport risk

In principle, after the production of the goods on the premises of the Contractor a handover should take place. With the agreement to dispatch the goods to the Client or to a specific place determined by him after completion, the Contractor’s goods are deemed to be handed over and accepted, if within 5 working days from delivery no objections are raised.

With the completion of the loading onto transport vehicles or with the delivery of the goods to the freight forwarder, the transport risk is transferred to the Client. This also applies if a contribution to the freight costs or free delivery has been agreed. The shipment of goods is always carried out at the expense and risk of the Client. For each delivery a shipping insurance policy will be provided by the Contractor. The costs for the insurance are included in the costs for delivery and shipping.

If the Client suffers damage that is evident on the product and/or  packaging, a claim must be made immediately upon delivery on the relevant freight papers, as otherwise the liability of the freight forwarder will usually be rejected. In the case of damage in transit, we refer you additionally to the “Transport Damage Information Sheet”, which is attached to the delivery.

The goods will, unless otherwise agreed, be delivered at the curbside; this means that the Customer himself must bring the goods onto his business premises from this destination.

11.   Shipping and Returns

If the Client does not expressly request otherwise, the dispatch will be performed at the discretion of the Contractor either by a forwarding agent or parcel service. All costs for freight and delivery of the forwarding agent and the Federal Railways are always charged to the Client.

12.   Packaging

The packaging costs are not included in the freight costs. Packaging is not returned. 

13. Order confirmation

An order confirmation is used by the Client to check the order and is binding even when a written order receipt was effected in another form.  Changes can only be made in writing and involve corresponding price adjustments.

14. Part-Order Requests

If parts of the order  are requested in smaller batches than originally envisaged in the quotation, a markup percentage is charged:

  • 50% surcharge on retrieval up to 25% of the order quantity
  • 40% surcharge on retrieval of a partial quantity between 25.01% and up to 50% of the order quantity
  • 25% surcharge on retrieval of a partial quantity between 50.01 % and up to 80% of the order quantity
  • 10% surcharge on retrieval of a partial quantity between 80.01 % and up to 95% of the order quantity.

15. Confidentiality agreement

Holz in Form Niedermeier GmbH has specialised in complex milling work in wood and engineered wood. This often also involves the acquisition or development of confidential digital CAD-production drawings from the customer. The Contractor  undertakes accordingly, as far as his means allow, to keep this data safe from unauthorised access by third parties, to make personnel appropriately aware of this,  and in case the project  is carried out in the  workshop using publicly accessible operating procedures,  to inform any parties using the facilities of the confidentiality of  the information (ban on photography, detailed descriptions to third parties verbally and in writing). The duration of the confidentiality agreement is in principle prior to and during the implementation  of the project at issue and for 10 years after completion of the work.

In the case of violations of the confidentiality agreement proven by the Client, damages will be covered by Holz in Form Niedermeier GmbH up to a maximum of Euro 15,000.00 against evidence thereof.

If no explicit independent confidentiality agreement is insisted on by the Client, this agreement is valid if it is separately included by the Client in the order.

16. Applicable law and place of jurisdiction

The implementation of this contract shall be governed by the law of the Federal Republic of Germany excluding the provisions on conflicts of international civil law. The application of the UN Sales Convention is excluded.

The exclusive place of jurisdiction  for all disputes arising from   or in connection with this contract  is – as long as the Client is a businessperson – Landau / Isar.

17. Severability clause

If individual contractual provisions or additional agreements  to this contract should be invalid, the validity of the remaining provisions remains unaffected. Instead of the invalid provision, the parties are to agree on a   legally effective provision which comes closest to the meaning and the business objective and where the original determination of both parties is conveyed without being limited by the interpretation.