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 content, scope of delivery
- Our deliveries, including services, suggestions, advice and additional services, are only made on the basis of the following conditions. Any other terms and conditions of the customer are hereby rejected; they will also not be recognized if we do not contradict you again after we have received them. With the placing of the order, but at the latest with the acceptance of the delivery, the customer accepts these delivery conditions.
- Our sales conditions apply only to an entrepreneur within the meaning of § 14 BGB.
- Our offers are subject to change. Contract changes and. – Additions must be made in writing. This also applies to a waiver of this written form requirement itself.
- The rights of the customer from this contract are only transferable with our approval.
- The scope of delivery is based on our written confirmation. We are only obliged to deliver to the extent that a covering with the necessary raw, auxiliary or operating materials is possible with foreign exchange. A reference to DIN regulations is a service description 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, unless the offer leads to an order for reasons for which we are not responsible.
- All information on weights, dimensions, services and technical data contained in our printed matter, catalogs, price lists or other contractual documents are for information purposes only and are only binding insofar as they are expressly designated as binding.
- Assurances, side agreements and changes to the contract must be in writing to be effective. This requirement cannot be waived orally.
- Orders placed are irrevocable, unless the supplier has given written consent to the cancellation.
- In the case of export transactions, the delivery is made according to the conditions agreed on the order confirmation; the international rules for the interpretation of customary forms of contract also apply (incoterms 2010 of the International Chamber of Commerce, current status).
- No long-term supplier declarations are issued.
§ 2 prices
- Unless otherwise agreed, our prices include loading ex works or warehouse, plus statutory value added tax and all other costs for packaging, freight and customs duties, transport insurance premiums, which are borne by the buyer.
- If, after the conclusion of the contract, order-related costs change significantly, 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 must be made to the paying agent without any deductions within 10 days of the invoice date – even for partial deliveries.
- The withholding of payments or offsetting due to any counterclaims of the customer disputed by us are not permitted. We are also entitled to use the customer’s payments for another claim, contrary to the customer’s stipulation. If the customer defaults on him with an amount of at least 10% of our total claim, it is agreed that all claims on our part are due immediately. We are entitled to make the further processing of all orders of the customer dependent on an advance payment or security deposit or, after setting a reasonable grace period, to refuse further fulfillment.
- In the event of late payment, interest will be charged at the credit costs charged by the banks, but at least 9% above the respective base rate of the ECB.
- In the case of export transactions, the payments must be made in accordance with the agreed payment terms.
- Costs of payment transactions, in particular bank charges for international transfers to us, are generally borne by the client.
§ 4 delivery time
- The beginning of the delivery period specified by us requires clarification of all technical questions. Unless expressly agreed or designated as binding, delivery dates specified by us are non-binding and only represent an expected delivery date.
- Compliance with our delivery obligation also requires the timely and proper fulfillment of the buyer’s obligations, in particular compliance with the agreed payment terms. The exception of the unfulfilled contract remains reserved. This right also consists of obligations from previous deliveries that have not been fully fulfilled.
- The delivery period begins when the order confirmation is sent, but not before the customer has provided the documents, approval, releases, etc. Ä. and not before receipt of the agreed deposit.
- 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 or the readiness for dispatch has been notified, timely and correct self-delivery reserved. If the customer changes his order with regard to parts of the delivery, the delivery period only begins again with the confirmation of the change.
- Force majeure, war, riot, strike, lockout or measures by authorities, for whatever reason, which prevent delivery, as well as lack of raw materials, means of transport and theft – also with the upstream suppliers – release the supplier from the obligation within the agreed Deliver deadline. The customer must be informed immediately of the occurrence of the event and of the likely effects.
- Deliveries before the expiry of the delivery time and in reasonable parts are permitted.
- Compliance with the delivery time presupposes the fulfillment of the contractual obligations of the customer.
- In the event of a delay in delivery or impossibility, the provisions of section 5 apply.
§ 5 Delay in acceptance, order on call
- If the purchaser does not accept the subject of the contract in due time, we are entitled to set him a reasonable grace period, to dispose of it otherwise after the expiry and to supply the purchaser with a reasonable extended deadline. This does not affect our rights to withdraw from the contract under the conditions of § 326 BGB and to demand compensation for non-performance. If we request compensation for non-performance, we can claim 40% of the agreed price plus VAT as compensation, unless the customer proves less damage. We reserve the right to claim higher actual damage.
- Orders that are confirmed by us on call must – unless otherwise agreed – be accepted at the latest within one year of the order date. The same applies to provisions for appointments or a sustainable “on call” position. In the event of no call within the specified period, Section 5.1 applies accordingly.
§ 6 Transfer of risk and acceptance
- The risk is transferred to the purchaser at the latest when the delivery parts are dispatched, even if partial deliveries are made or we have undertaken other services, such as shipping costs or delivery and installation.
- If goods are taken back for reasons for which we are not responsible, the customer bears any risk until we receive the goods.
- If the shipment is delayed due to circumstances for which the customer is responsible, the risk passes to the customer from the day the goods are ready for dispatch; however, we are obliged to take out the insurance that the customer requires at the customer’s request and expense.
- Delivered items are to be accepted by the customer, even if they have minor defects.
§ 7 retention of title
- All delivered goods remain our property (goods subject to retention of title) until all claims have been fulfilled, in particular also those balance claims that we are entitled to, regardless of the legal reason. This also applies if payments are made on specially designated claims. The customer is obliged to store and label the goods subject to retention of title separately. We undertake to release the securities to which we are entitled at the request of the purchaser insofar as their value exceeds the claims to be secured by more than 20%.
- Processing and processing of the goods subject to retention of title takes place for us as a manufacturer within the meaning of Section 950 of the German Civil Code (BGB) without binding us. The processed goods are considered reserved goods in the sense of paragraph 1. If the customer processes, combines and mixes the reserved goods with other goods, we shall be entitled to co-ownership of the new item, in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our property expires due to connection or mixing, the customer is already transferring the ownership rights to which he is entitled to the new item to the extent of the invoice value and shall store them for us free of charge. The resulting co-ownership rights are deemed to be reserved goods within the meaning of paragraph 1.
- The purchaser may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with paragraphs 4 and 5. He is not entitled to dispose of the reserved goods in any other way (pledging, transfer by way of security).
- The customer’s claims from the resale are already assigned to us. They serve as security to the same extent as the reserved goods themselves. A further assignment of these claims is excluded.
- When goods are sold 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 applies. At our request, the customer is obliged to immediately inform his customers of the assignment to us and to provide us with the information and documents necessary for collection. The purchaser must inform us immediately of any attachment or interference by third parties.
- In the event of attachments, seizures or other dispositions or interventions by third parties, the purchaser must notify us immediately so that we can bring an action in accordance with section 771 of the ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to Section 771 ZPO, the buyer is liable for the loss we incurred.
- The buyer is obliged to treat the purchased item with care; in particular, he is obliged to adequately insure them against fire, water and theft damage at replacement value at his own expense.
§ 8 property rights
§ 9 warranty
- Warranty rights of the purchaser require that the purchaser has properly complied with his obligations to inspect and give notice of defects pursuant to Section 377 HGB .
- Claims for defects become statute-barred 12 months after delivery of the goods we have delivered to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence, as well as in the case of injury to life, limb and health, which are based on an intentional or negligent breach of duty by the user. (Note: when selling used goods, the warranty period can be completely excluded with the exception of the claims for damages mentioned in sentence 2).
- If, despite all due care, the delivered goods have a defect that already existed at the time of the transfer of risk, we will repair the goods at our discretion or deliver replacement goods, subject to timely notification of the defect. We are always given the opportunity to remedy the defect within a reasonable period. Our consent must be obtained for returns of the goods. Recourse claims remain unaffected by the above regulation .
- If the subsequent performance fails, the customer can – regardless of any claims for damages – withdraw from the contract or reduce the remuneration.
- Claims by the purchaser due to 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 brought to a different location than the branch of the purchaser unless the shipment corresponds to its intended use.
- Recourse claims of the customer against us exist only to the extent that the customer has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Paragraph 6 also applies to the scope of the purchaser’s right of recourse against the supplier
§ 10 Buyer's cooperation obligations
- Participation services of the buyer, which are expressly or tacitly agreed in the context of the contract, take place without special remuneration, unless expressly agreed otherwise.
- The buyer is obliged to inform us in good time of all facts, from which it follows that stocks and products that we have in stock, which we have made available with regard to the production capacities reported to us, cannot be used or cannot be used in full. If there are any remaining stocks, the buyer takes over the stocks and any destruction costs that may arise in the event of an early change in his disposition. This also applies to products for which we had to order minimum order quantities from our suppliers if we had previously advised the customer of this.
- The buyer guarantees that the products supplied by him for processing are suitable for this. We are not obliged to examine the products delivered by the buyer for their quality and suitability for further processing. In the context of ongoing business relationships and when a processing item has first been checked, tested and released, the buyer is obliged to inform us in writing of any product change without being asked. In the event of ongoing processing of objects, the buyer is further obliged to make any changes to the manufacturing conditions in his company, especially when changing tools,
- We do not have to check that our buyers’ instructions, the choice of materials or other regulations that our buyer makes are correct.
- The buyer must therefore check all instructions that he gives and the quality of the materials prescribed or made available to us for compliance with the legal and technical regulations.
- If the buyer falls behind with a written warning regarding his obligation to provide or cooperate, we are entitled to legal rights.
- Goods may only be returned with the express consent of the supplier. The return must be free of charge, stating the order number and delivery date in the original delivery packaging. The goods must be in their original condition, i.e. undamaged. For the processing costs of the return, we charge 20% of the value of the goods, but at least € 50.00 plus statutory VAT. The supplier reserves the right to charge the purchaser a higher effort in individual cases against evidence; the customer is free to prove less damage.
§ 11 partial nullity
- Should individual provisions of these terms of delivery and payment be wholly or partially ineffective or void, the contracting parties undertake to agree to a regulation which largely achieves the meaning and purpose pursued with the ineffective or void provision. Otherwise, the applicable contractual agreements are maintained.
§ 12 Place of performance and jurisdiction
- The place of performance for payments and for all other obligations is our place of business.
- For all disputes arising from the contractual relationship, if the customer is a merchant, a legal entity under public law or a special fund under public law, the suit must be brought before the court responsible for our headquarters. We are also entitled to sue at the customer’s headquarters.
- The law of the Federal Republic of Germany applies exclusively to all legal relationships between the purchaser and us, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.