General Terms and Conditions SGP
Preliminary note
These GTC shall only be effective in business transactions with entrepreneurs. They are not applicable to contractual relationships with consumers pursuant to § 13 BGB. Individual contractually agreed provisions within the contractual relationship shall take precedence over the General Terms and Conditions. Should individual provisions be ineffective, the remaining provisions shall remain effective.
General Terms and Conditions of the Buyer shall only be effective if they have been brought to the attention of the Supplier in due time and if they do not conflict with the individual contractual provisions and the following provisions.
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1st Order and Order Acceptance
(1) All orders placed with the Supplier by the Purchaser directly or via field staff shall be subject to acceptance by written order confirmation, unless it is a cash transaction.
(2) Deviations of the ordered or delivered items from the order, in particular with regard to material and design, are expressly reserved within the scope of technical progress.
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2. delivery time
(1) If a delivery time is agreed or required, the following shall apply:
The delivery dates stated by the supplier are non-binding unless they have been expressly confirmed in writing by the supplier as a "binding delivery date".
(2) Delivery by the supplier is subject to the supplier's own delivery. The Supplier shall notify the Purchaser without undue delay if self-delivery does not take place.
If self-delivery does not take place, any delivery periods shall be deemed to be reasonably extended. There is no procurement risk assumed by the supplier.
(3) A prerequisite for compliance with the delivery period is the timely fulfillment of the contractual obligations assumed by the Buyer, in particular the performance of the agreed payments and, if applicable, the provision of agreed securities.
(4) Furthermore, in the event of a delay for which the Supplier is responsible, the Purchaser shall only be entitled to assert further rights if a grace period of at least three weeks set by the Purchaser after the occurrence of the delay has expired fruitlessly.
(5) Production-related excess or short deliveries of up to 10% of the ordered quantity are permissible.
3. shipment
(1) If shipment of the ordered goods is required, such shipment shall be effected from the Supplier's registered office or from the factory or branch at the Seller's expense and risk. In the absence of special agreements, the supplier shall be free to choose the carrier and the means of transport. The risk shall pass to the Buyer upon delivery of the goods at the place of delivery specified by the Buyer.
(2) If the shipment is delayed due to circumstances for which the Buyer is responsible, the costs incurred by the delay (in particular storage charges) shall be borne by the Buyer.
4 Liability for defects
(1) The Buyer is obliged to inspect the delivered goods immediately after delivery and to notify the Supplier in writing of any existing defects without delay (at the latest by the second working day after delivery). Defects which are notified late, i.e. contrary to the aforementioned obligation, shall not be taken into account by the Supplier and shall be excluded from the warranty, unless they are not obvious defects. Notices of defects shall only be recognized as such by the supplier if they have been communicated in writing. Complaints made to field staff or carriers or other third parties shall not constitute complaints in due form and time.
(2) In the event of a defect, the goods may only be returned to the Supplier with the latter's prior consent. Returns made without the prior consent of the Supplier need not be accepted by the latter. In this case, the Buyer shall bear the costs of the return shipment.
(3) In the event that a rectification of defects or a replacement delivery is made on the basis of a justified notice of defects, the provisions regarding the delivery time shall apply accordingly.
(4) The existence of a defect identified as such and notified by effective notice of defect shall give rise to the following rights of the Purchaser:
(a) In the event of defectiveness, the Purchaser shall first have the right to demand subsequent performance from the Supplier.
The right to choose whether a new delivery of the item or a remedy of the defect shall be made by the Supplier at its own discretion.
(b) In addition, the Supplier shall have the right, in the event of failure of a subsequent performance attempt, to carry out a new subsequent performance, again at its own discretion.
Only if the repeated supplementary performance also fails shall the Purchaser be entitled to withdraw from the contract or to reduce the purchase price.
(5) The Buyer may claim damages or reimbursement of futile expenses only in cases of gross negligence or intentional breach of the obligation to deliver defect-free goods. He must prove the reason and the amount of the damage incurred. The same shall apply to futile expenses.
(6) The warranty period shall be one year for newly manufactured goods and any warranty shall be excluded for used, reworked goods. In any case, the Buyer must prove that the defect already existed at the time of delivery.
(7) Minor defects that do not significantly affect the value, suitability or usability of the work shall be excluded from the warranty.
5. liability for breach of duty by the supplier
in other respects Notwithstanding the provisions on warranty as well as other special provisions made in these provisions, the following shall apply in cases of a breach of duty by the Supplier:
(1) The Purchaser shall grant the Supplier a reasonable period of grace to remedy the breach of duty, which period shall not be less than three weeks. Only after unsuccessful expiry of the subsequent performance period may the Purchaser withdraw from the contract and/or claim damages.
2) The Purchaser may claim damages only in cases of gross negligence or intentional breach of duty by the Supplier. Damages in lieu of performance (in case of non-performance, § 280 III in conjunction with § 281 BGB) as well as damages for delay (§ 280 II in conjunction with § 286 BGB) shall be limited to the negative interest, damages for non-performance or performance not as owed (§ 282 BGB) shall be limited to the amount of the purchase price. Compensation for damages instead of performance in the event of exclusion of the obligation to perform (impossibility) is excluded.
(3) If the Buyer is solely or predominantly responsible for circumstances that would entitle him to withdraw from the contract, or if the circumstance entitling him to withdraw from the contract occurred during the Buyer's default in acceptance, withdrawal shall be excluded.
6 Exclusion of procurement risk and guarantees
The supplier does not assume any procurement risk or any kind of guarantee, unless this has been expressly agreed in writing with the purchaser.
7. prices
Prices shall be calculated ex the supplier's registered office or ex works in euros plus the applicable value added tax.
8. terms of payment
(1) All invoices of the Supplier shall be paid net cash. Any discount shall be subject to prior written agreement.
(2) If the payment deadline is exceeded and after a reminder has been issued, interest on arrears shall be payable on the invoice amount at a rate of 8 % above the respective base interest rate of the Deutsche Bundesbank.
(3) If checks are not credited on time by the drawee, all other existing claims of the supplier against the buyer shall become due at that time. Any other existing payment terms shall lapse. The same shall apply in the event that a claim is not paid when due.
(4) Withholding of payment or offsetting on account of any counterclaims of the Purchaser shall be excluded with the exception of undisputed or legally established claims.
(5) All claims of the Supplier against the Customer, irrespective of the legal relationship, shall be due for payment immediately if a circumstance is realized which, pursuant to statutory provisions or contractual provisions, entitles the Supplier to rescind the contract.
9. retention of title
(1) All goods delivered by the Supplier shall remain the property of the Supplier until the purchase price has been paid in full and all claims resulting from the business relationship have been settled in full (extended reservation of title).
Any disposal of the goods subject to retention of title by the Buyer shall only be permitted in the regular course of the Buyer's business. Under no circumstances, however, may the goods be assigned to third parties as security within the scope of regular business transactions.
(2) In case of sale of the goods in the regular course of business, the paid purchase price shall take the place of the goods. The Buyer hereby assigns to the Supplier all claims arising from any sale. The buyer is authorized to collect these claims as long as he meets his payment obligations to the supplier. With regard to the extended reservation of title (advance assignment of the respective purchase price claim), an assignment to third parties, in particular to a credit institution, is contrary to the contract and therefore inadmissible. The Supplier shall be entitled at any time to examine the Purchaser's sales documents and to inform its customers of the assignment.
(3) If the Buyer's claim from the resale has been included in a current account, the Buyer hereby also assigns its claim from the current account against its customer to the Supplier. The assignment shall be in the amount which the Supplier had charged the Purchaser for the resold Retained Goods.
(4) In the event of seizure of the goods at the Buyer's, the Supplier shall be informed immediately by sending a copy of the execution record and an affidavit that the seized goods are the goods delivered by the Supplier and subject to retention of title.
(5) If the value of the securities pursuant to the preceding paragraphs of this clause exceeds the amount of the outstanding claims secured thereby by more than 20% for the foreseeable future, the Purchaser shall be entitled to demand the release of securities from the Supplier to the extent that the excess exists.
(6) The assertion of the Supplier's rights under the retention of title shall not release the Purchaser from its contractual obligations. The value of the goods at the time of repossession shall only be credited against the existing claim of the supplier against the purchaser.
(7) In the event of treatment or processing of the reserved goods, the Contractor shall be entitled to (co-)ownership in the value of the condition of the reserved goods prior to treatment or processing of the resulting item.
10. right of withdrawal of the supplier
The supplier is entitled to withdraw from the contract for the following reasons:
(a) If, contrary to the assumption existing before the conclusion of the contract, it turns out that the Buyer is not creditworthy. Credit unworthiness can be assumed without further ado in a case of bill or check protest, cessation of payments by the Buyer or an unsuccessful enforcement attempt on the Buyer's part. It is not necessary that the relationship be between supplier and buyer.
(b) If it becomes apparent that the Buyer has provided inaccurate information with regard to its creditworthiness and such information is of material significance.
(c) If the goods subject to the Supplier's retention of title are sold other than in the ordinary course of the Buyer's business, in particular by way of assignment as security or pledge. Exceptions to this shall only exist if the supplier has declared its consent to the sale in writing.
11 Place of performance and jurisdiction
The Supplier's registered office shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. All obligations arising from the contractual relationship shall be deemed to be performed at the Supplier's place of business.
In any case, in particular also in the case of cross-border deliveries, the law of the Federal Republic of Germany shall apply. The invalidity of individual provisions shall not affect the validity of the remaining provisions. The invalid provision shall be deemed to be replaced by an economically equivalent provision. All declarations affecting the validity of the contractual relationship must be made in writing. An amendment of the written form requirement shall itself require the written form.
Status: March 1, 2018
Obligation to perform (impossibility) is excluded.
