General Terms and Conditions of Business
I. Scope of Application/Defence Clause
- Our terms and conditions shall apply to any natural person/legal entity/partnership with legal capacity acting in the exercise of its commercial or independent professional activity (entrepreneur) when concluding the contract as well as to a legal entity under public law or a special fund under public law.
- ) In the absence of other agreements made in individual cases, the following terms and conditions shall apply exclusively to our deliveries and services, including future deliveries and services of the same kind; deviating or additional terms and conditions of the customer shall not be binding on us, even if we do not object to them. Deviating and additional conditions require our written confirmation; they are only binding for the respective individual contract.
II. Conclusion of contract
- Our offers are subject to confirmation.
- Orders as well as additions and changes to an order are only accepted when we have confirmed them in writing. The receipt of a delivery note or an invoice by the customer as well as the execution of the delivery shall be deemed as confirmation. The customer shall be bound by such order for 6 months from receipt by us.
- The purchaser is responsible for checking the order and all contractual documents for completeness, correctness and suitability for their intended purpose.
- Verbal agreements, supplements and amendments to the contract require our written confirmation.
III. Responsibility of the customer
- The customer must deliver the materials/parts to be processed on the agreed date in good time or make them available for collection.
- The customer is responsible for checking all documents, in particular technical specifications and other requirements for our services. We are not obliged to carry out a separate inspection.
V. Prices/terms of payment
- Our prices are net prices ex works. Unless otherwise agreed, ancillary costs, in particular transport, packaging and insurance costs etc., are not included. Agreed prices are calculated on the basis of the material and material prices, standard wages, statutory and standard social benefits applicable on the date of conclusion of the contract. If these pricing factors increase by the time the contract is fulfilled, we shall be entitled to change the price accordingly.
- Our claims are generally due immediately after delivery of the goods/acceptance of the service.
- The customer shall only be entitled to offset or exercise rights of retention if the counterclaim is undisputed or has been legally established; this shall not apply to rights of retention due to defects in the goods.
- Delivery/service times, if agreed without obligation, are only approximate. Deadline days are always working days; Saturdays are not considered working days.
- We reserve the right to make timely and correct deliveries to ourselves. This shall not apply if we are responsible for the non-delivery or incorrect delivery, in particular if we have not concluded a congruent hedging transaction. We shall inform the customer immediately of the non-availability of the goods.
- We shall be entitled to make partial deliveries/services as well as to deliver/service before the expiry of the delivery/service time, provided that this is reasonable for the customer and the customer agrees to it.
- Events of force majeure as well as other circumstances unforeseeable for us, in particular procurement, manufacturing, delivery disruptions, strikes, lockouts, etc., at our premises or those of our suppliers, shall release us from our obligation to deliver/service for the duration of the disruption as well as a reasonable start-up period – also during an already existing delay – insofar as the disruption was not caused by us, our legal representatives, vicarious agents or assistants intentionally or through gross negligence. If delivery becomes impossible or economically unreasonable due to the aforementioned circumstances, we shall be released from our contractual obligations. In the event of a transaction for delivery by a fixed date, the customer shall be entitled to withdraw from the contract. Claims for damages on the part of the customer are not accepted.
- We shall only be in default if we receive a written reminder from the customer after the due date.
- Our obligation to deliver/service shall be suspended as long as the customer is significantly in arrears with an obligation.
- We are not obliged to check the completeness of delivered items.
- If the dispatch or acceptance of the goods is delayed for reasons for which the customer is responsible, the costs incurred by the delay shall be charged to the customer starting two weeks after notification of readiness for dispatch or acceptance.
- We are entitled to involve third parties in the provision of our deliveries/services.
VI. Retention of title/entrepreneur’s lien
- We retain title to our goods until payment has been made in full.
- In the event of breach of contract by the customer, in particular default of payment, we may demand the return of the goods to which we retain title; we shall be entitled to take possession of the goods ourselves. For this purpose, the customer shall irrevocably grant us access to the relevant business premises. The assertion of the retention of title as well as the seizure of the goods by us shall not be deemed a withdrawal from the contract.
VII. Defects of the goods/service – limitation period
- The goods/services are free of defects if they correspond to the agreed quality. Claims for material defects do not exist in the case of only insignificant deviations from the agreed quality.
- We neither guarantee the quality or usability of the goods nor that the goods will retain their quality for a certain period of time.
- Claims of the customer due to a defect of the goods/service require immediate notification of the customer after delivery/acceptance in the case of an obvious defect, in the case of a non-obvious defect from the time of discovery; the customer must fulfil those obligations under commercial law to notify us of defects and to inspect the goods.
- The customer shall give us the opportunity to examine notices of defects. If the notice of defect turns out to be unfounded, the customer shall be obliged to reimburse us for the expenses incurred for the inspection.
- Claims due to a defect in the goods/service shall become statute-barred 1 year after delivery of the goods/acceptance of the service, unless we have caused the defect through wilful conduct or have assumed a guarantee by way of exception.
The following applies to our contractual and non-contractual liability:
- Our liability is not limited for damage to life, limb and health of the customer culpably caused by us, our legal representatives or vicarious agents.
- Our liability for other damages due to slightly negligent breach of non-essential contractual obligations is excluded. In the event of a slightly negligent breach of cardinal obligations – also by our legal representatives and vicarious agents – our liability shall be limited to the foreseeable damage typical for the contract.
- Damage up to € 10,000 shall be deemed to be foreseeable damage typical for the contract.
- Our liability under the Product Liability Act shall remain unaffected by the above.
IX. Transfer of risk
- The risk shall pass to the customer upon dispatch, even if partial deliveries are made, and even if we make the delivery ourselves or have assumed the shipping costs.
- If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer on the day on which the goods are ready for dispatch. In this case, we shall be entitled to store the goods at our discretion at the expense and risk of the ordering party and to demand payment of the agreed price.
- We shall only be liable for all consignments, even if we collect objects from the ordering party, and any returns within the scope of our insurance. The insurance value for objects which we take over for the purpose of processing is specified in the receipt of acceptance or in our offer. In the absence of written instructions from the customer, the type of dispatch, route and packaging shall be chosen at our discretion. If the customer requests a different type of dispatch, dispatch route, packaging or delivery date, the customer shall bear the corresponding additional costs.
- We shall only take out an insurance policy with an insurance value for objects that we take over for the purpose of processing that is higher than the value specified on the receipt of acceptance or in our offer at the request of and on behalf of as well as for the account of the ordering party.
X. Place of jurisdiction/applicable law/final provisions
- Verbal agreements, supplements and amendments to the contract require our written confirmation.
- The place of performance is Kornwestheim.
- In commercial business transactions, our registered office is agreed as the place of jurisdiction, also in cases in which the customer does not have a general place of jurisdiction in Germany, has moved his place of residence or usual place of abode abroad after conclusion of the contract or neither the place of residence nor the usual place of abode of the customer are known at the time. We shall also be entitled to take legal action at the place of the customer’s registered office.
- The application of German law is agreed exclusively, the validity of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
- The data of the customer required for the execution of the contract, in particular name, address, account details, shall be stored and processed exclusively for our own purposes. A notification in accordance with § 33 BDSG has hereby been made. We assure that we will not pass on this data to third parties.
- Should one of these provisions be or become invalid, this shall not affect the validity of the remaining provisions. In the event of the invalidity of one or more provisions, the parties are obliged to agree on a provision that is as economically and legally equivalent as possible to the invalid provision.
Schempp Bestandserhaltung GmbH
Stand: April 2010