Sander – Performance in load securing
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General Terms and Conditions of Business and Delivery

Sander GmbH Performance in load securing

I. Scope, hierarchy

  1. The following General Terms and Conditions of Delivery ("GTC") apply exclusively to all contracts between us, Sander GmbH Performance in Ladungssicherung, and the purchaser ("customer"), as well as to all our services and those of the customer, including all future transactions with the customer, even if these GTC are no longer expressly agreed upon.
  2. We do not recognize any conflicting or supplementary terms and conditions of the customer, even if we do not expressly object to them. Unconditional services on our part or the acceptance of services or payments on our part does not constitute recognition of the customer's terms and conditions. The customer's terms and conditions shall only apply if we expressly recognize them by reference.
  3. Insofar as other contractual provisions in the offer, order confirmation, or signed delivery contracts contradict these General Terms and Conditions, the other contractual provisions shall take precedence. Otherwise, the various provisions shall apply concurrently.

II. Offers and purchase agreement

  1. Our offers are subject to change.
  2. Contracts are only concluded once we have confirmed them in writing. Our written order confirmation is decisive for the scope of services.

III. Prices and payment terms

  1. Our prices are ex works, excluding packaging, transport insurance, and value-added tax.
  2. If, after conclusion of the contract, the costs on which our calculation is based, in particular for personnel, materials, raw materials, or energy, change, we shall adjust the agreed price to reflect the change in our originally calculated profit. In this case, we shall immediately provide the customer with a comprehensible explanation of the change in costs and shall notify the customer of the price change. The price change shall be valid upon receipt of the notification and shall take effect from the date on which the underlying costs changed. If a price increase is based on circumstances for which we are responsible and which contradict the diligence of a prudent businessman, a price increase may not be implemented. If a price increase exceeds 5%, the customer shall be entitled to an extraordinary right of termination without notice for two weeks from receipt of the notification from us. The termination must be in writing. We are not obliged to take measures or seek measures that would result in a reduction of the agreed prices.
  3. We pack the goods at our discretion. Packaging material is charged at the lowest possible price. Insofar as we are obliged to take back packaging in accordance with the Packaging Ordinance, the customer shall bear the costs for the return transport of the used packaging.
  4. If the customer is in default of payment or encounters financial difficulties, we shall be entitled to declare all claims due and to demand advance payment for outstanding deliveries. If the customer defaults on the resulting obligations, we may withdraw from the contract and claim damages for non-performance.
  5. We are not obliged to accept bills of exchange. We do not accept bills of exchange as a means of payment. We do not assume any liability for the timely presentation and protesting of checks.
  6. The customer may only offset our claims with his own claims or assert rights of retention if his counterclaims/rights have been legally established, recognized by us, are undisputed, or are at least ready for decision. Offsetting or exercising a right of retention is also possible if the customer's claim and our claim are legally based on a reciprocal relationship.

IV. Delivery and delivery times

  1. Our delivery obligations arising from the business relationship are subject to proper delivery to us.
  2. We endeavor to adhere to the specified delivery dates and deadlines; however, these are only binding if we have expressly acknowledged them as binding. Partial deliveries are permitted. Delivery deadlines and delivery dates are deemed to have been met if dispatch is made in good time.
  3. Force majeure such as pandemics, strikes, riots, war, blockades, import or export bans, shortages of raw materials or fuel, fire, traffic blockades, disruptions to operations or transport, as well as other circumstances beyond our control that make it significantly more difficult or impossible for us or our suppliers to deliver on time, entitle us to postpone delivery or, at our discretion, to withdraw from the contract in whole or in part with regard to the part not yet fulfilled. In this case, claims for damages or subsequent delivery shall not be accepted. Notwithstanding the above provisions, in light of the coronavirus crisis that arose in 2020, the parties agree that a situation may always arise unexpectedly in which we are unable to fulfill our contractual obligations through no fault of our own , but that fulfillment is made significantly more difficult, so that we have a legitimate interest in suspending performance for the duration of this impediment and then resuming it once the impediment has ceased to exist. The parties agree that in this case we have the right to temporarily suspend performance.
  1. Over- or under-deliveries of up to 5% are permissible with a corresponding price adjustment; for print orders and custom-made products, up to 10% of the ordered quantities.
  2. Call-off orders: If the customer does not accept the goods on a fixed call-off date, payment is due in accordance with the agreed payment period and we are entitled to charge standard local storage costs without prejudice to further rights. For call-off orders without fixed call-off dates, we may set a 2-week acceptance period 4 weeks after the date of the order confirmation. After that, the same procedure applies as for non-compliance with fixed call-off dates.
  3. If we arrange for shipping, we are not obligated to choose the cheapest, safest, or fastest shipping method.

V. Transfer of risk

  1. The risk shall pass to the customer when the shipment has been delivered or picked up, even if carriage paid delivery has been agreed in individual cases. At the request and expense of the customer, the shipment shall be insured against breakage, transport, and fire damage.
  2. If shipping or delivery is delayed at the customer's request or for reasons for which they are responsible, the risk shall pass to the customer as soon as the goods are ready for shipment by us without this delay. However, we are obliged to take out the insurance requested by the customer at their request and expense.

VI. Retention of title

  1. The goods delivered by us remain our property until all our claims arising from the business relationship with the customer have been settled in full, even if they have been included in a current account. When bills of exchange and checks are issued, our claim for which we have accepted the bill of exchange or check shall only be deemed settled upon its redemption, even if the purchase price for specially designated claims has been paid.
  2. If, by combining or processing the goods delivered by us with goods belonging to the customer, we do not acquire co-ownership but lose our ownership, the customer's ownership or co-ownership of the new item shall immediately pass to us upon its creation. The customer hereby assigns to us all contingent rights that may lead to such acquisition of ownership or co-ownership by the customer. Any transfer of ownership or co-ownership required for us to acquire ownership or co-ownership shall be replaced by the agreement that the customer shall hold the item in safekeeping for us as a borrower or, if the customer does not possess the item, by the assignment of the claim for surrender against the customer to us, which is hereby agreed. The ownership or co-ownership arising for us shall be treated legally in the same way as the original goods.
  3. As long as our retention of title exists or new goods subject to retention of title have been created in place of the goods originally delivered, the customer is obliged to insure the goods subject to retention of title against fire, theft, burglary, and water damage at their own expense. The customer's claims from such insurance policies are assigned to us in advance in the amount of all claims to which we are entitled from the business relationship.
  4. All claims of the customer arising from the resale of goods in which we have ownership or co-ownership (reserved goods) are transferred to us upon conclusion of the sale, regardless of whether the goods are sold to one or more buyers. In the event that the goods sold do not belong entirely to us or that they are sold together with goods that do not belong to us, the assignment shall only cover the counterclaim in the amount of the invoice value of our goods.
  5. All advance assignments of claims or compensation claims also extend to balance claims from a current account relationship between the customer and its buyers.
  6. The customer must notify us immediately of any seizure by third parties. The customer is obliged to take all necessary steps at their own expense to protect our rights. The customer must allocate payments from their customers separately for us in their accounting records until our claims arising from the business relationship have been fulfilled in full and must hold the money in trust for us.
  7. The customer may collect the assigned claims, but may not assign them, including in factoring transactions. We may revoke this authority if the customer fails to fulfill its obligations to us on time, or if we become aware of circumstances that appear to jeopardize our rights.
  8. If the customer defaults in whole or in part on the fulfillment of a liability secured by the retention of title, or if we become aware of circumstances that appear to jeopardize our rights, we may demand the return of the goods subject to retention of title without first declaring our withdrawal from the purchase contract in accordance with § 449 (3) BGB or setting a deadline for the fulfillment of the payment obligation in accordance with § 323 BGB. The existence of the purchase contract and the obligations of the customer remain unaffected by such a demand and by the return of the goods.
  9. We undertake, at the customer's request, to release the securities (goods and claims) to which we are entitled under the above rules, at our discretion, to the extent that their value exceeds the claims to be secured by more than 20%.
  10. If our retention of title loses its validity in the case of deliveries abroad or for other reasons, the customer is obliged to immediately grant us security on the delivered items or other security for our claims which is effective under the law applicable at the customer's place of business and which comes as close as possible to retention of title under German law.

VII. Warranty

  1. The customer is obliged to inspect our deliveries and services immediately. Defects that are detectable upon proper inspection must be reported in writing within one week of delivery, or otherwise within one week of discovery, with immediate cessation of any use, processing, or resale; otherwise, complaints or warranty claims are excluded in all cases.
  2. In the event of a timely and justified complaint, we shall, at our discretion, either repair or replace the goods. To this end, the customer must send us the rejected goods carriage paid. If we allow a reasonable grace period set for us, which must be at least 4 weeks, to elapse without repairing or replacing the goods, the customer may demand rescission of the contract (redhibition) or a reasonable reduction in payment (abatement).
  3. The warranty for claims for defects is 12 months from the transfer of risk. In the cases of §§ 438 (1) No. 2, 438 (3), 634 a (1) No. 2, 634 a (3) BGB, the limitation period provided for therein shall apply. If we are liable for damages under the warranty in accordance with Section VIII of these General Terms and Conditions, the warranty period with regard to the claim for damages shall be governed by the statutory provisions.

VIII. Limited Liability for Damages

  1. If we, our legal representatives, employees, or vicarious agents intentionally or grossly negligently breach an obligation, in particular arising from the contractual relationship, or intentionally or grossly negligently commit a tort, we shall be liable for the resulting damage to the customer in accordance with the statutory provisions.
  2. If we, our legal representatives, employees, or vicarious agents merely violate an obligation through simple negligence, claims for damages by the customer against us, regardless of their nature and legal basis, in particular due to a breach of obligations arising from the contractual relationship or from tort, are excluded. This does not apply in the case of a simple negligent breach of a material contractual obligation. In this case, liability is limited to the foreseeable damage typical for this type of contract. An essential contractual obligation in this sense is one whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely.
  3. The above exclusion of liability or limitation of liability shall not apply in the event of liability due to culpable injury to life, limb, or health, nor in the event of liability due to fraudulent concealment of a defect, nor in the event of liability due to breach of a quality guarantee, nor in the event of liability under the Product Liability Act.
  4. The statutory rules on the burden of proof remain unaffected by the above provisions.

IX. Place of performance, jurisdiction, and applicable law

  1. The place of performance for all obligations arising from the contractual relationship, in particular performance, rectification, rescission, reduction, return of packaging, and payment, is Nümbrecht.
  2. The exclusive place of jurisdiction for all disputes arising from or in connection with the contract, including bill of exchange and check proceedings, is Siegburg, provided that the customer is a merchant, a legal entity under public law, or a special fund under public law.
  3. In the case of international transactions, the entire contractual relationship shall be governed by the laws of the Federal Republic of Germany, unless another legal system is mandatory. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods and the Uniform Law on the International Sale of Goods is excluded.

Sander GmbH
Performance in load securing

Bahnweg 17
51588 Nümbrecht
Germany

Version: 05/2021

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