Terms of sale, delivery and payment
1.1 The following conditions apply to all our offers and contracts for deliveries and other services. They take precedence over other regulations as exclusively valid contractual conditions, unless we expressly offer or confirm such in writing. Terms and conditions of the customer that deviate from our conditions do not apply as a whole.
1.2 In addition, the law of the Federal Republic of Germany applies to the legal relationships between us and the customer. The provisions of the uniform laws on the international purchase of movable property and on the conclusion of international sales contracts do not apply if they do not correspond to our conditions.
2 Offer and conclusion of contract
2.1 All of our offers are non-binding
2.2 Orders placed are only binding for us to the extent that they are confirmed by us in writing or carried out by prompt delivery and invoicing. Subsidiary agreements and changes must also be made in writing.
2.3 In the case of agreed deliveries on a trial basis (sample deliveries), the purchase is deemed to have been concluded and the goods to be approved by the customer if he does not declare rejection within 4 weeks of delivery and return the goods at the same time. The customer bears the costs of the return delivery; we can invoice him for any repair and / or maintenance costs incurred for goods that we previously delivered in a faultless manner.
2.4 We reserve the right to correct errors or mistakes in our order confirmations and invoices; likewise technical and design changes to the ordered goods that do not significantly impair their function and value. If this results in significant price or deadline changes to the disadvantage of the customer, he is entitled to withdraw; however, not when the mistake or error was obvious to him.
2.5 We retain all ownership and copyright exploitation rights to cost estimates, drawings and other documents; they must not be made accessible to third parties and must be returned to us on request if the contract does not come about or is terminated prematurely.
3 Delivery obligation and time
3.1 We basically fulfill our delivery obligation at the location of our company. The delivery day is the day on which the goods are dispatched or, if dispatch is delayed for reasons for which we are not responsible, the day on which notification of readiness for dispatch is given.
3.2 Partial deliveries are permitted and are considered independent deliveries with regard to payment and complaints.
3.3 Dates and deadlines for deliveries and services are only binding if we have confirmed them as binding in writing. Compliance with this presupposes the fulfillment of contractual obligations in advance by the customer. Agreed delivery periods begin on the day of the order confirmation and are postponed accordingly until the documents to be provided by the customer or technical questions that are still open have been clarified with him.
3.4 If we cannot meet the agreed dates or deadlines as a result of unforeseen events, such as industrial action or significant operational disruptions that occur with us or our suppliers, the customer will, upon our notification, make an appropriate new determination with us and derive no rights from the delay . This also applies if the event occurred during an already existing delay.
3.5 If we are in default with deliveries or services, the customer will grant us a reasonable grace period before asserting rights from the default. If the grace period has expired without result, he can either withdraw from the contract to the exclusion of further claims if he announced this when setting the deadline, or, if he has suffered damage as a result of our default, demand compensation for default. For each full week after the grace period has expired, this amounts to up to ½%, but in total a maximum of 5% of the value of those delivery parts that cannot be used in accordance with the contract due to the delay.
3.6 If the dispatch of completed parts is delayed for reasons for which the customer is responsible, we can charge him the costs arising from storage, usually 0,5% of the invoice amount per month or part thereof, starting 2 weeks after notification of readiness for dispatch. After a reasonable deadline to be set expires without result, we are also entitled to otherwise dispose of the delivery item and then to re-supply the customer with a reasonable additional deadline.
3.7 If on-demand orders are not called up within the contractual period, we are entitled to invoice the goods if they are dispatched at the same time or to proceed in accordance with Section 3.6. If a contract period has not been agreed, we are entitled to these rights one year after the conclusion of the contract.
4.1 Our prices stated in offers, price lists, order confirmations and invoices are ex works plus sales tax in the amount applicable at the time of delivery.
4.2 Packaging and shipping costs are calculated separately. Packaging will not be taken back.
4.3 Our prices are based on the cost basis given at the time the contract was concluded. If our material or wage costs, freight costs to be borne by us or prices of our suppliers increase by the time of delivery, we are entitled to increase the prices appropriately. This does not apply if the contractual delivery date (clauses 3.3, 3.4) is within 4 months of the conclusion of the contract.
5 Terms of Payment
5.1 Our invoices for deliveries are payable immediately after the invoice date, freely specified paying agent, other invoices also immediately, unless otherwise agreed by us in writing. A cash discount is only permitted under our conditions stated on the respective invoice, but not in principle for payments by bill of exchange.
5.2 In principle, we reserve the right to deliver to customers only against cash payment or cash on delivery.
5.3 The timeliness of cashless payments depends on the date on which our account is credited.
5.4 Our invoices are settled by check or bill of exchange only on account of payment and require our prior consent in the event of a change. The customer bears all costs associated with the bills of exchange and checks. We are not liable for the timeliness of the protest. If a bill of exchange or check is not honored by the customer after the due date of the invoice claim to be settled, he will be in default with the payment of the invoice claim.
5.5 The customer can only set off counterclaims against our due payment claims that have been legally established or are not disputed by us.
5.6 Withholding of payments is only permissible due to defects in the contractual delivery or service which the customer has given legal effect.
6 Transfer of Risk, Shipping, Returns
6.1 The risk of accidental destruction, loss or deterioration of the delivery parts is transferred to the customer as soon as the shipment leaves our company, even if we have taken on other services such as shipping costs or delivery. This also applies to sample deliveries (Section 2.3).
6.2 If dispatch is delayed for reasons for which the customer is responsible, the risk is transferred to him when he is notified that the goods are ready for dispatch.
6.3 The dispatch takes place in all cases on behalf of the customer. We are entitled, but not obliged, to take out transport insurance at his own expense.
6.4 Goods that have been delivered in perfect condition can only be taken back with our prior written consent. With the exception of sample deliveries (Section 2.3), we usually issue the redemption credit less a redemption fee of 20% of the value of the goods. The customer bears the risk and the costs of the return and, regardless of the return fee, any repair and / or maintenance costs incurred.
7.1 If there is a defect in our delivery within the meaning of Section 459 of the German Civil Code (BGB) and if this has been reported in good time, the purchaser can demand a guarantee from us within 12 months of the transfer of risk in such a way that we repair defective parts or, at our discretion, replace them deliver. Insofar as the complaint proves to be justified, we shall bear the costs of the repair or replacement delivery including shipping as well as the reasonable costs of dismantling and installation, insofar as such costs are incurred by the customer, but do not exceed the amount previously communicated by him.
7.2 A defect is only reported in good time if it has been reported to us in writing by post within 10 days of receipt of the goods or, if the defect is hidden, within XNUMX days of receipt of the goods. The customer bears the burden of proof for compliance with the deadline. In any case, the date of receipt of the complaint is decisive. Oral communication alone or communication by fax is not sufficient.
7.3 If subsequent delivery or replacement delivery is impossible or if it would entail disproportionately high costs, we can withdraw from the contract.
7.4 The customer must give us adequate time and opportunity to examine defects complained about and to carry out successful repairs or replacement deliveries and inform us of any dismantling and installation costs that are likely to arise; if he refuses to do so, we are released from the guarantee.
7.5 No guarantee is given for unsuitable or improper use, chemical, electrical or climatic influences not provided for in the contract, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, excessive stress, incorrect or negligent treatment, unless they are at our fault are due.
7.6 Changes or repair work carried out improperly or without our approval by the customer or third parties, for example, void our guarantee for any consequences arising therefrom.
7.7 The customer can withdraw from the contract or reduce the counter-performance if, in the case of a defect, we allow an appropriate grace period for the repair or replacement delivery to elapse through our fault; Likewise if it is impossible for us to repair or replace it, or if an attempt to do so has failed twice.
7.8 Further claims by the purchaser beyond those specified in no. 7.1 and 7.6 are excluded, in particular claims for compensation for consequential damage, unless our liability is based on intent or gross negligence. We are only liable for damages for the lack of warranted properties if the warranty was intended to avoid the damage that occurred.
8 Reservation of Title
8.1 The delivered goods remain our property (reserved goods) until all of our claims from the business relationship with the customer have been paid in full. Bills of exchange and checks are only considered payment if we are released from our liability for them. The retention of title is canceled by placing individual claims in a current invoice or drawing the balance and acknowledging it.
8.2 Processing is carried out for us to the exclusion of the purchaser's acquisition of ownership in accordance with Section 950 of the German Civil Code (BGB), without any obligation for us. The processed goods serve to secure our claims in the amount of the invoice value of the reserved goods.
8.3 In the event of processing or combinations and mixing with other goods not belonging to us by the customer to form a uniform new item, we are entitled to co-ownership of the new item in the ratio of the value of the reserved goods to the other processed and / or added goods at the time of Processing and / or connection. The same applies to the new item resulting from the processing or combination as to the reserved goods; they are deemed to be reserved goods within the meaning of these provisions.
8.4 The purchaser is only entitled and authorized to resell our reserved property (items 8.1-8-3) in the ordinary course of business and under his normal terms and conditions and only with the proviso that the claims within the meaning of item 8.5 are actually transferred to us. This authorization is revocable if the customer defaults on payment. He is not authorized to dispose of the reserved goods in any other way, in particular not to pledge them or assign them as security.
8.5 The customer hereby assigns to us the claims from a resale of the goods subject to retention of title, regardless of whether the goods subject to retention of title are resold without or after processing and whether they are resold to one or more customers. The assigned claim serves to secure all of our claims from the business relationship with the amount of the value of the reserved goods sold. If the customer sells the reserved goods together with other goods that do not belong to us, the assignment of the claim from the resale only applies to the amount of the value of the reserved goods. The value of the reserved goods is based on our invoice value. The advance assignment according to this provision extends to the balance claim of the customer against his customer; Item 8.1 sentence 3 applies accordingly to the extended retention of title.
8.6 The customer is entitled to collect claims from the resale until we revoke this at any time.
8.7 If the value of the securities existing for us exceeds our claims by more than 20% in total, we are obliged to release or withdraw the transferring securities at the request of the customer, whereby we reserve the right to choose the claim to be released.
8.8 The customer must notify us immediately of any impairment of our rights to the goods subject to retention of title and of the claims assigned to us by third parties, in particular due to enforcement measures.
8.9 The assertion of rights of retention of title does not constitute withdrawal from the contract.
9 Late Payment
9.1 If the customer is in arrears with the payment of a not inconsiderable amount or if there is a significant deterioration in his financial and liquidity situation (e.g. check or bill protest, payment stoppage, initiation of insolvency proceedings), we can immediately pay all of our claims against him make due, regardless of payment terms granted or bills of exchange accepted on account of performance.
9.2 In the event of default in payment or insolvency of the customer (Section 9.1), we are entitled to withdraw from all contracts with him that have not yet been fully executed.
9.3 Even without withdrawing from the contract and setting a deadline in accordance with Section 329 of the German Civil Code (BGB), in the event of default in payment by the customer, we are entitled to reclaim our reserved goods (Section 8) and to withhold these and outstanding deliveries until all of our claims have been paid in full.
9.4 As damage caused by default, we can demand interest at the usual bank overdraft interest or, at our option, 4% above the discount rate of the Deutsche Bundesbank without special proof, we do not exclude the assertion of further damage caused by default.
10 Further rights of withdrawal and liability
10.1 The customer can withdraw from the contract if the entire delivery or service becomes finally impossible for us before the transfer of risk; likewise if it becomes impossible to carry out part of the delivery when you order similar items and he has a legitimate interest in refusing a partial delivery, otherwise he can reduce the consideration accordingly. If the impossibility occurs during a delay in acceptance or through the fault of the customer, he remains obliged to provide consideration.
10.2 We can withdraw from the contract in whole or in part if, in the event of unforeseen events (Clause 3.4) or due to significant changes in the ability to deliver, pricing or quality of our suppliers' goods, proper execution of the delivery is no longer possible or economically unjustifiable and we have presented this to the customer immediately after recognizing the consequences. The purchaser has no claims for damages due to such a withdrawal.
10.3 Our liability is based exclusively on the provisions made in these conditions.
10.4 All other further claims of the customer are excluded, in particular claims against us and our vicarious agents or vicarious agents for compensation for damage of any kind, including damage that did not occur on the delivery item itself, regardless of the legal reason, such as negligence when concluding the contract, violation ancillary contractual obligations or tort; unless the obligation to pay compensation is based on intent or gross negligence.
11 place of jurisdiction
The place of jurisdiction for all disputes arising from the contractual relationship is Schönau; this also applies to bills of exchange and checks. We are entitled to sue at the seat of the customer.
12 Data protection
Insofar as we store the customer's data required in the course of normal business transactions, we will treat them in accordance with the provisions of the BDSG.
13 Terms and Conditions for Plant Construction
In addition to this, our terms and conditions for plant construction apply.
Schlüter Automation and Sensorik GmbH, D-79677 Schönau
Status: June 2020