General Terms and Conditions of Swabian Stil GmbH
We thank you for your order, which we accept under the exclusive application of our terms of delivery and payment.
§ 1 offer, conclusion of contract, general contract, scope of delivery
- Our deliveries, including services, suggestions, consultations and ancillary services, are understood to be based on the following conditions. Other terms and conditions of the customer are hereby contradicted; they will not be recognized if we do not contradict you once again. With the placing of the order, but at the latest with the acceptance of the delivery, the purchaser accepts these terms of delivery.
- Our conditions of sale apply only to an entrepreneur within the meaning of § 14 BGB.
- Our offers are non-binding. Contract amendments and. Supplements must be in writing. This also applies to a waiver of this written form requirement itself.
- The rights of the customer under this contract are transferable only with our consent.
- The scope of delivery depends on our written confirmation. We are only obligated to deliver to the extent that it is possible to buy the necessary raw materials, supplies or supplies with foreign currency. A reference to DIN regulations is a description of performance and not an assurance of properties. Drawings, illustrations, technical data, weight, measurement and performance descriptions are only approximate unless they are expressly designated as binding in the order confirmation. We reserve ownership and copyrights to these documents; they may not be made accessible to third parties without our express consent.
- Costs for the production of drawings for special constructions are to be borne by the customer, if the offer does not lead to an order for reasons for which we are not responsible.
- All information on weights, dimensions, performance, and technical data that are contained in our printed matter, catalogs, price lists or other contractual documents are for informational purposes only and are only binding if they are expressly designated as binding.
- Assurances, side agreements and changes to the contract must be made in writing in order to be valid. This requirement can not be waived orally.
- Orders placed are irrevocable, unless the Supplier has agreed to the cancellation in writing.
- In the case of export transactions, the delivery will be made on the terms agreed upon in the order confirmation, in addition to the international rules for the interpretation of commercial contracts (incoterms 2010 of the International Chamber of Commerce, valid at the time).
- No long-term supplier declarations will be issued.
§ 2 prices
- Our prices are, unless otherwise agreed, including loading ex works or warehouse, plus VAT and all other costs for packaging, freight and customs duties, transport insurance premium, which are borne by the buyer.
- Should contract-related costs change significantly after conclusion of the contract, the contracting parties are obliged to agree on an adjustment of the prices. If an agreement is not reached, the contracting parties are entitled to withdraw from the contract. Further claims are excluded.
§ 3 Terms of payment
- Unless otherwise agreed in writing, payment shall be made without any deduction to Paying Agent within 10 days of the date of invoice, including partial deliveries.
- The withholding of payments or the set-off because of any counterclaims of the customer disputed by us are not permitted. We are also entitled to use the payments for another claim contrary to the customer’s provision. If the purchaser is in default of at least 10% of our total claim against him, it shall be deemed agreed that all our claims shall become due immediately. We are entitled to make the further processing of all orders of the orderer dependent on an advance payment or security deposit or to refuse further fulfillment after setting a reasonable grace period.
- In the event of late payment, interest shall be charged in the amount of the credit costs charged by banks, but at least interest of 9% above the respective base rate of the ECB.
- For export transactions, payments must be made in accordance with the agreed terms of payment.
- Costs of payments, in particular bank charges of foreign transfers to us, are always at the expense of the client.
§ 4 delivery time
- The beginning of the delivery time specified by us requires the clarification of all technical questions. Delivery dates specified by us are – insofar as not expressly agreed or designated as binding – without obligation and represent only a probable delivery date.
- Compliance with our obligation to deliver further requires the timely and proper fulfillment of the obligations of the purchaser, in particular compliance with the agreed terms of payment. The exception of the unfulfilled contract remains reserved. This right also consists of under-fulfilled obligations from previous deliveries.
- The delivery period begins with the dispatch of the order confirmation, but not before the provision of the documents to be procured by the purchaser, approval, approvals and the like. and not before receipt of the agreed down payment.
- If a binding delivery date has been agreed, the supplier must also deliver on time. The delivery deadline is met if the delivery item has left the factory by the time the order expires or the readiness for dispatch has been notified, timely and correct self-delivery is reserved. If the orderer changes his order with respect to parts of the delivery, then the delivery period begins only with the confirmation of the change anew.
- Force majeure, war, riots, strikes, lockouts or measures by authorities, no matter for what reason, against a delivery, as well as lack of raw materials, means of transport and theft – even at the subcontractors – release the supplier of the obligation within the agreed Deadline to deliver. The customer must be notified immediately of the occurrence of the event and of the probable effects.
- Deliveries before expiry of the delivery period and in appropriate parts are permitted.
- The observance of the delivery time presupposes the fulfillment of the contractual obligations of the customer.
- In the event of delay in delivery or impossibility, the provisions of Section 5 apply.
§ 5 Acceptance delay, order on call
- If the purchaser does not accept the contractual object on time, we shall be entitled to set a reasonable period of grace for it, to dispose of it at other times and to supply the purchaser within a reasonably extended period. This does not affect our rights to withdraw from the contract under the conditions of § 326 BGB and to demand damages for non-performance. If we demand compensation for non-performance, we can claim compensation of 40% of the agreed price plus value added tax, unless the customer proves a lesser damage. We reserve the right to assert a higher actual damage.
- Orders that are confirmed by us on demand must, unless otherwise agreed, be accepted within one year of the order date at the latest. The same applies to deadline provisions or sustainable “on-demand” position. In the case of non-call within the specified period, item 5.1 shall apply accordingly.
§ 6 Transfer of risk and acceptance
- The risk is transferred to the customer at the latest with the dispatch of the delivery parts, even if partial deliveries are made or if we also provide other services, e.g. have taken over the shipping or delivery and installation.
- If goods are taken back for reasons for which we are not responsible, the customer shall bear all risk until the goods are received by us.
- If the shipment is delayed as a result of circumstances for which the customer is responsible, the risk shall pass to the customer from the day of readiness for shipment; however, we are obliged, at the request and expense of the customer, to effect the insurance required by the customer.
- Delivered items are, even if they have minor defects, to be accepted by the purchaser.
§ 7 Retention of title
- All delivered goods remain our property (goods subject to retention of title) until the fulfillment of all claims, in particular those balance claims which we are entitled to, regardless of the legal grounds. This also applies if payments are made on specially designated claims. The customer is obliged to separately store and label the goods subject to retention of title. We undertake to release the securities to which we are entitled upon request of the customer, insofar as their value exceeds the claims to be secured by more than 20%.
- Processing and processing of the reserved goods takes place for us as a manufacturer within the meaning of § 950 BGB, without obliging us. The processed goods are considered reserved goods within the meaning of paragraph 1. When processing, combining and mixing the reserved goods with other goods by the purchaser, we are entitled to co-ownership of the new thing, in proportion of the invoice value of the reserved goods to the invoice value of the other goods used. If our property lapses due to a combination or mixture, the customer hereby assigns to us the property rights to the new object to which he is entitled in the scope of the invoice value and stores them free of charge for us. The resulting co-ownership rights are considered reserved goods within the meaning of paragraph 1.
- The customer may sell the reserved goods only in the ordinary course of business at its normal terms and conditions and, as long as it is not in default, provided that the claims from the resale pursuant to paragraph 4 and 5 to us. He is not entitled to other dispositions (pledging, transfer by way of security) of the reserved goods.
- The claims of the buyer from the resale are already assigned to us. They serve as security to the same extent as the reserved goods themselves. Further assignment of these claims is excluded.
- In the case of the sale of goods in which we have co-ownership shares in accordance with paragraph 2, the assignment of the claim in the amount of the co-ownership shares or the invoice value shall apply. At our request, the customer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. The purchaser must notify us immediately of a seizure or impairment by third parties.
- In the event of seizures, seizures or other dispositions or interventions by third parties, the buyer must notify us immediately so that we can file an action in accordance with § 771 ZPO. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a claim in accordance with § 771 ZPO, the buyer is liable for the loss incurred by us.
- The buyer is obliged to handle the purchased goods with care; in particular, he is obliged to insure these at his own expense against damage caused by fire, water and theft to the value of new.
§ 8 Property Rights
In the case of deliveries according to drawings, models or information provided by the customer, the customer exempts us from all third-party property rights. In the event of a breach of contract by the customer, his property rights do not preclude us from recycling the goods.
§ 9 Warranty
- Warranty rights of the purchaser presuppose that the purchaser has duly fulfilled his obligation to inspect and complain under § 377 HGB.
- Claims for defects expire 12 months after delivery of the goods delivered by us to our customer. For damage claims in case of intent and gross negligence as well as injury to life, body and health, which are based on a willful or negligent breach of duty of the user, the statutory limitation period. (Note: for the sale of used goods, the warranty period with the exception of the claims for damages mentioned in sentence 2 can be completely ruled out).
- If, despite all due care, the delivered goods have a defect that was already present at the time of transfer of risk, we will repair the goods, subject to the timely notice of defects at our discretion or replace the goods. It is always our opportunity to provide supplementary performance within a reasonable time. For returns of the goods, our consent must be obtained. Claims for recourse remain unaffected by the above regulation without limitation.
- If the supplementary performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
- Claims for defects do not exist with insignificant deviation from the agreed quality, with only insignificant impairment of the usability, with natural wear or tear as in case of damage after the transfer of risk as a result of faulty or negligent treatment, excessive use, unsuitable equipment, defective construction, unsuitable ground or due to special external influences that are not required under the contract. If the customer or a third party improperly carries out repair work or changes, no claims for defects shall be made for these and the resulting consequences.
- Claims of the purchaser for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the goods delivered by us are subsequently transferred to a location other than the purchaser’s branch unless the shipment complies with its intended use.
- Claims for recourse of the purchaser against us exist only insofar as the purchaser has not made any agreements with his purchaser regarding the legally binding warranty claims. Paragraph 6 shall also apply to the scope of the purchaser’s right of recourse against the supplier.
§ 10 duties of cooperation of the buyer
- Cooperative services of the buyer, which are expressly or tacitly agreed within the framework of the contract, are made without special remuneration, unless otherwise expressly agreed.
- The Buyer is obliged to inform us in good time about all facts which indicate that we can not or not fully use available stocks and products that we have provided with regard to the production capacities notified to us. If remainders remain, then in case of premature change of his disposition, the purchaser will take over the stocks and the possible destruction costs. This also applies to products for which we had to order minimum order quantities from our suppliers, as long as we had informed the customer in advance.
- The buyer warrants that the products supplied by him for processing are suitable for this purpose. We are not obliged to examine the products delivered by the buyer on the nature and suitability for further processing. In the context of ongoing business relations as well as when an object of work has been tested, tested and released, the buyer is obliged to inform us unsolicited in writing of any product change. In cases of ongoing processing of objects, the Buyer shall be obliged to examine the object to be processed for any changes in the manufacturing conditions in his factory, in particular when exchanging tools, machines or when introducing new manufacturing processes, to the deviations and changes and us to make written notification of such changes and changes.
- We do not need to check the accuracy of our buyer’s instructions, material choices or other regulations that our buyer makes.
- The buyer must therefore check all instructions given by him as well as the quality of the materials prescribed or made available to us for compliance with legal and technical regulations.
- If the buyer falls into arrears after a written warning regarding his duty to provide or cooperate, we are entitled to the statutory rights.
- The return of goods may in any case only be carried out with the express consent of the supplier. The return must be done free domicile, stating the order number and delivery date in the original delivery packaging. The goods must be in their original condition, ie undamaged. For the processing costs of the return, we charge 20% of the value of the goods, but at least 50.00 € plus VAT. The supplier reserves the right to charge a higher cost to the purchaser in individual cases against proof; the purchaser is free to prove a lesser damage.
§ 11 Partial nullity
- Should individual provisions of these terms of delivery and payment be wholly or partially invalid or void, then the parties to the contract undertake to agree to a provision by which the purpose and purpose pursued by the invalid or void provision is achieved to a large extent. In addition, the existing contractual agreements are maintained.
§ 12 Place of performance and place of jurisdiction
- Place of fulfillment for payments as well as for all other obligations is our place of business.
- For all disputes arising from the contractual relationship, if the purchaser is a merchant, a legal entity under public law or a special fund under public law, the claim must be filed with the court that is responsible for our head office. We are also entitled to sue at the customer’s headquarters.
- All legal relationships between the customer and us are exclusively governed by the law of the Federal Republic of Germany, excluding the UN Sales Convention.