TERMS AND CONDITIONS
I. Offers and purchase contract
- Our offers are subject to change without notice.
- Contracts are only concluded when we have confirmed them in writing. Our written order confirmation shall be authoritative for the scope of performance.
- The following terms and conditions apply exclusively to all deliveries and services, even if the customer has notified us of their own deviating terms and conditions. We object to deviating conditions of the customer, including counter-confirmations with reference to such conditions.
- Deviations from these conditions, agreements as well as changes or additions to agreements must be made in writing. This requirement can only be waived by mutual written declaration.
II. Prices and terms of payment
- Our prices are ex works, excluding packaging, transport insurance and value added tax.
- If cost increases occur between the conclusion of the contract and delivery, in particular for materials, externally procured goods, wages, energy or others, we are entitled to adjust the agreed prices to the extent necessary to cover these increases at our discretion.
- We pack the goods at our discretion. Packaging material will be charged at the lowest possible price. Insofar as we are obliged to take back packaging according to the German Packaging Ordinance, the customer shall bear the costs for the return transport of the packaging used.
- If the customer is in default of payment or gets into payment difficulties, we are entitled to make all claims due and to demand advance payment for outstanding deliveries. If the customer is in default with the resulting obligations, we may withdraw from the contract and demand compensation for non-performance.
- We are not obliged to accept bills of exchange. We do not accept bills of exchange as means of payment. We shall not be liable for the timely presentation and protesting of cheques.
- Counterclaims shall only entitle the customer to withhold or offset payments if they are undisputed or have been legally established.
III. Delivery and delivery times
- Our delivery obligations from the business relationship are subject to the reservation of proper self-supply.
- We endeavour to comply with the delivery dates and deadlines stated; however, they are only binding if we have expressly acknowledged them as binding. Partial deliveries are permitted. Delivery periods and delivery dates shall be deemed to have been met if they are dispatched on time.
- Force majeure such as strikes, riots, wars, blockades, import or export bans, lack of raw materials or fuel, fire, traffic blocks, disruptions to operations or transport, and other circumstances beyond our control which make timely delivery by us or our suppliers significantly more difficult or impossible, 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, no claims for damages or subsequent delivery are entitled.
- Over- or under-deliveries of up to 5% are permissible, in the case of print orders and special productions up to 10% of the quantities ordered.
- Call orders: If the customer does not accept the goods on a fixed call date, payment is due in accordance with the agreed payment period and we are entitled to standard local storage costs without prejudice to further rights. In the case of call orders without fixed call dates, we may set a period of acceptance of 2 weeks 4 weeks after the date of the order confirmation. After this period, the same procedure applies as in the case of non-compliance with fixed call dates.
- If the dispatch is arranged by us, we are not obliged to choose the cheapest, safest and fastest dispatch route.
IV. Transfer of risk
- The risk shall pass to the customer when the consignment has been dispatched or collected, even if carriage paid delivery has been agreed in individual cases. At the customer's request and expense, the consignment will be insured against breakage, transport and fire damage.
- If dispatch or delivery is delayed at the request of the customer or for reasons for which he is responsible, the risk shall pass to the customer as soon as the goods are ready for dispatch at our premises without this delay. We are, however, obliged to effect the insurance requested by the customer at the customer's request and expense.
V. Retention of title
- 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. If bills of exchange or cheques are issued, our claim for which we have accepted the bill of exchange or cheque shall only be deemed to have been paid when the bill of exchange or cheque is honoured, even if the purchase price for specially designated claims has been paid.
- If we do not acquire co-ownership through a combination or processing of the goods delivered by us with goods of the customer, but lose our ownership, the ownership or co-ownership of the customer in the new object is transferred to us immediately upon its creation. All expectant rights which may lead to such an acquisition of ownership or co-ownership by the customer are hereby assigned to us. The handover which may be necessary for the acquisition of ownership or co-ownership by us shall be replaced by the agreement that the customer stores the item for us like a borrower or, if the customer does not own the item, by the assignment of the claim for return against the customer to us which has already been agreed herewith. The ownership or co-ownership arising for us is to be legally treated as the original goods.
- As long as our reservation of title exists or new reserved goods have been created in place of the originally delivered goods, the customer is obliged to insure the reserved goods against fire, theft, burglary and water damage at his expense. The customer's claims arising from such insurance policies shall be assigned to us in advance in the amount of all claims to which we are entitled from the business relationship.
- All claims of the customer from a resale of goods to which we have ownership or co-ownership (reserved goods) are already transferred to us upon conclusion of the sale transaction, regardless of whether the goods are sold to one or more buyers. In the event that the goods sold do not belong to us in full or are sold together with goods not belonging to us, the assignment shall only cover the counterclaim to the amount of the invoice value of our goods.
- All advance assignments of claims or claims for compensation also extend to balance claims from a current account relationship between the customer and his customers.
- The customer must inform us immediately of any seizure by third parties. He himself is obliged to take all steps necessary to protect our rights at his own expense. The customer shall be obliged to make payments by his customers separately for us in his bookkeeping and to hold the money in trust for us until our claims from the business relationship have been met in full.
- The customer may collect the assigned claims, but may not assign them, not even in factoring business. We may revoke this authorisation if the customer does not fulfil his obligations towards us on time or if we become aware of circumstances which make our rights appear to be endangered.
- If the customer defaults on the fulfilment of an obligation secured by the reservation of title in whole or in part, or if circumstances become known to us which make our rights appear to be endangered, we can demand the surrender of the reserved goods without having previously declared the withdrawal from the purchase contract in accordance with § 449 Para. 3 BGB or set a deadline for the fulfilment of the payment obligation in accordance with § 323 BGB. The existence of the purchase contract and the customer's obligations shall remain unaffected by such a demand and by the surrender of the goods.
- At the customer's request, we undertake to release the securities to which we are entitled according to the above rules (goods and claims) at our discretion to the extent that their value exceeds the claims to be secured by more than 20%.
- 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 a security on the delivered items or other security for our claims which is effective according to the law applicable to the customer's registered office and which comes as close as possible to the retention of title under German law.
VI. Warranty and liability
- The customer is obliged to inspect our deliveries and services immediately. Defects are to be notified in writing within one week of delivery, insofar as they are identifiable during proper inspection, otherwise within one week of discovery, with immediate cessation of any use, processing or resale; otherwise, notifications of defects or warranty claims are excluded in any case.
- In the event of a timely and justified notice of defects, we shall, at our discretion, either repair or replace the goods. For this purpose, the customer must send us the rejected goods carriage paid. If we allow a reasonable period of grace, which must be at least 4 weeks, to elapse without repairing or redelivering the goods, the customer may demand cancellation of the contract (rescission) or a reasonable reduction in price (abatement).
- The liability for defects does not refer to natural wear and tear, nor to damage that occurs after the transfer of risk as a result of incorrect or negligent storage or handling, excessive strain or unsuitable operating materials that are not provided for in the contract. If the customer or a third party carries out improper modifications or repair work, any warranty on our part for defects shall be cancelled and any liability for the resulting consequences shall be excluded.
- The warranty for warranty claims is 12 months from the transfer of risk for a one-shift operation. For rectification of defects.
In the event of a defect or replacement, it shall be 3 months, but shall run at least until the expiry of the original warranty period. Wearing parts are excluded from this regulation, unless there are material defects.
- We shall only be liable for the consequences of mistakes made during the contract negotiations, in particular for the consequences of insufficient or incorrect advice given to the customer, if these consequences are due to intent or gross negligence on the part of one of our legal representatives or one of our vicarious agents, and insofar as the damage is typically to be expected. This applies accordingly to disadvantages suffered by the customer as a result of our breaching secondary contractual obligations, for example a duty to advise or protect
- If, in addition, claims for damages or other payment claims of any kind and on any legal grounds whatsoever should arise in connection with our deliveries / services and their delays or non-execution on the basis of mandatory law, such claims shall in any case be limited to damages that were demonstrably foreseeable for us at the time of conclusion of the contract and, in the maximum case, to the invoice value of the individual delivery connected with the case of damage, in the case of partial delivery and / or partial performance to the corresponding proportion.
- Should individual provisions of these terms and conditions be legally invalid, the others shall remain in full force and effect.
VIII. Place of performance, legal venue and applicable law
- The place of performance for all obligations arising from the contractual relationship, in particular performance, rectification of defects, cancellation, reduction, taking back of packaging and payment is Nümbrecht.
- Exclusive place of jurisdiction for all disputes about and arising from the contract, including bill of exchange and cheque processes, is Siegburg. However, we shall also have the right to sue the customer in any other place of jurisdiction applicable to him. If the customer is not a registered trader, a legal entity under public law or a special fund under public law, but has a general place of jurisdiction in Germany, these provisions shall apply in the event that the customer moves his registered office or usual place of residence outside the Federal Republic of Germany after conclusion of the contract or if his registered office or usual place of residence is not known when the action is filed.
- In the case of foreign business transactions, the entire contractual relationship is subject to the law of the Federal Republic of Germany, unless another legal system mandatorily intervenes. The application of the uniform law on the conclusion of international sales contracts for movable goods and the uniform law on the international purchase of movable goods is excluded.
Sander Technology GmbH