General Terms and Conditions
for the Provision of Deliveries, Services, and Contracts for Work of
Galeski – Manufaktur innovativer Maschinen
Peter Galeski e.K.
Boschstr. 4
56457 Westerburg, Germany
E-Mail: info@galeski.de
(hereinafter “Contractor”) toward its customers (hereinafter “Client”)
1. General Provisions
1.1 These General Terms and Conditions (GTC) apply to all deliveries and services, including future ones, concluded between the Client and the Contractor incorporating these GTC.
1.2 The Contractor does not enter into contracts with consumers or private individuals.
1.3 Insofar as additional contractual documents or other terms and conditions in text or written form become part of the contract alongside these GTC, the provisions of these additional contractual documents shall take precedence over these GTC in the event of a conflict.
1.4 General terms and conditions of the Client shall not apply. This also applies even if the Contractor does not expressly object to their inclusion or unreservedly renders performance in the knowledge of conflicting terms and conditions of the Client. Deviations always require express written consent.
1.5 We fundamentally reserve the right to make structural and technical modifications to the machinery and tools to be delivered.
2. Subject Matter and Scope of Services
2.1 The Contractor undertakes to manufacture the following work: The scope of business includes the development, manufacture, and distribution of machinery, tools, and accessories for professional natural and engineered stone processing (e.g., for cutting, grinding, polishing, and drilling). This includes standard and serial products, custom-made fabrications according to customer specifications, as well as the provision of service, maintenance, and repair work.
2.2 The specific scope of services shall be subject to individual agreements between the Contractor and the Client.
2.3 The Contractor is entitled to engage vicarious agents (subcontractors) to fulfill the contract. In the event of a delivery delay that is not based on force majeure, the Client shall grant a reasonable grace period.
3. Duty of Cooperation of the Client
3.1 The Client is obligated to fully and correctly provide all information, data, and other content necessary for the execution of the contract.
3.2 The Contractor shall not be held liable toward the Client in any respect for delays or postponements in service delivery resulting from delayed or missing cooperation or input by the Client; the provisions under “Liability and Indemnification” remain unaffected.
4. Prices, Remuneration, and Payment Terms
4.1 Remuneration shall be agreed upon individually by contract. Unless otherwise agreed, all prices stated are ex works (EXW), and we charge 2% of the gross list price for packaging.
4.2 In the case of fixed prices, the Contractor reserves the right to request an appropriate price adjustment in the event of a change in price-forming factors (such as material costs, wages, energy costs), unless delivery is made within 4 months of order confirmation.
4.3 Unless otherwise agreed, our invoices are payable without deduction within 14 days from the invoice date. For payments made within 8 days, we grant a 2% early payment discount (Skonto), provided the invoice amount exceeds EUR 200. Initial orders are payable immediately upon delivery or via advance payment.
4.4 If the Client defaults on payment, we are entitled to charge statutory default interest at a rate of 9 percentage points above the respective base interest rate from the time of default.
4.5 The Client may not offset counterclaims not recognized by us, unless the counterclaim is undisputed or has been established by a final court judgment in favor of the Client.
4.6 If the Client withdraws from the contract without legal grounds, they shall be obligated to pay liquidated damages in the amount of 20% of the contract value, reserving the right to assert higher or lower actual damages.
5. Shipment and Transfer of Risk
5.1 In the absence of specific instructions, shipment shall be carried out at our discretion without guarantee for the cheapest shipping route. Shipment, including any return shipments, shall be at the Client’s expense and risk.
5.2 Risk shall pass to the Client as soon as the delivered item leaves our business premises or warehouse, even if freight-free delivery was exceptionally agreed upon.
6. Acceptance (for Contracts for Work)
6.1 Upon completion of the work, the Contractor shall request the Client to accept it. The Client shall then verify whether the work complies with the contract and shows no significant defects. The Client and Contractor shall document the acceptance in an acceptance protocol.
7. Warranty and Damages
7.1 Statutory defect warranty law generally applies.
7.2 For commercial merchants, the commercial duty to inspect and report defects applies. If the delivered goods are defective, the Client must notify us in writing immediately after discovery of any recognizable defects.
7.3 In the event of a timely notice of defects, we reserve the right, at our discretion, to provide supplementary performance, replacement delivery, or repair. Color tone deviations in follow-up deliveries are excluded from warranty.
8. Extended Retention of Title
8.1 The delivered goods shall remain our property until the Client has settled or recognized all claims, including future claims, arising from the business relationship with us, including current account balances.
8.2 Processing and transformation of goods delivered by us are always performed on our behalf, without creating any obligations for us. If the goods are processed or combined with other items, the Client hereby assigns to us its ownership or co-ownership rights to the new items.
8.3 The Client is entitled to resell the reserved goods in the ordinary course of business as long as they are not in default. The Client hereby assigns to us in full all claims arising from a resale as security. We revocably authorize the Client to collect these claims in its own name.
8.4 If the value of the security provided to us under the retention of title exceeds our total claim by more than 20%, we are obligated to release the excess security at the Client’s request.
8.5 In the event of breach of contract by the Client, particularly payment default, we are entitled to repossess the reserved goods. Repossession does not constitute a withdrawal from the contract.
9. Liability and Indemnification
9.1 The Contractor shall be liable without limitation on any legal grounds in cases of intent or gross negligence, intentional or negligent injury to life, body, or health, based on a guarantee promise, or due to mandatory statutory liability (e.g., under the German Product Liability Act). If the Contractor negligently breaches an essential contractual obligation, liability shall be limited to typical, foreseeable damage. Otherwise, liability of the Contractor is excluded.
9.2 The Client shall indemnify and hold harmless the Contractor against any third-party claims asserted against the Contractor due to violations of these contractual terms or applicable law by the Client.
10. Data Protection and Confidentiality
10.1 The Contractor shall treat all matters coming to its knowledge in connection with the order as strictly confidential.
10.2 The Contractor undertakes to comply with all data protection regulations when executing the order – in particular the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
11. Final Provisions
11.1 The law of the Federal Republic of Germany shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.2 If the Client is a merchant, a legal entity under public law, or a special fund under public law, the parties agree that the registered seat of the Contractor (Westerburg) shall be the place of performance and place of jurisdiction for all disputes arising from this contractual relationship.
11.3 The Contractor is entitled to amend these GTC for objectively justified reasons by giving reasonable notice.
11.4 Should any provision of these GTC be or become invalid, the validity of the remaining provisions of these GTC shall remain unaffected.