GENERAL TERMS AND CONDITIONS
- Our deliveries and services are made exclusively on the basis of these terms and conditions. They also apply to all future business relationships, even if they are not expressly agreed again. At the latest upon delivery of the delivery items or provision of services, these conditions shall be deemed accepted. Counter-confirmations of the orderer referring to his business or purchase conditions are hereby contradicted.
- All agreements made between us and the orderer for the execution of the respective contract are to be recorded in written in the order confirmation.
II. CONCLUSION OF CONTRACT, CONTRACT CONTENT
- Our offers are valid for a maximum of thirty days. The contract is concluded when we confirm the acceptance of the order within this period in written or in electronic form or have executed the delivery.
- The scope of delivery is governed by our order confirmation. Additional agreements and changes require written or electronic confirmation by us.
- Drawings, illustrations, dimensions, weights or other performance data are only binding if expressly agreed in writing. They are not guaranteed, unless the guarantee is express and written. We reserve the right to make design changes at any time.
- On offers, samples, drawings, cost estimates, etc. we reserve ownership and copyrights. They may not be made accessible to third parties without our permission and must be returned immediately upon our request.
III. PRICES AND PAYMENTS
- Our prices are net sales prices, plus statutory sales tax plus packaging.
- Unless otherwise agreed, our invoices are payable 14 days after invoicing without deduction. A payment is deemed to be made only when we can dispose of the amount. The deduction of discount requires a special written agreement. In the case of checks, payment will only be deemed made when the check has been cashed and credited to us unconditionally.
- If between the contract conclusion and delivery the valid prices of our suppliers or other costs on our products rise, we are entitled to increase the agreed prices appropriately.
- Assemblies, repairs or other services are billed at the applicable billing rates. Supplements will be charged for work outside normal working hours. Travel and waiting times are considered working hours.
- If the customer is in default of payment, we are entitled, subject to our other rights, to charge default interest of 5% p.a. above the respective 3-month EURIBOR of the European Central Bank.
Whenever we can prove a higher damage caused by default, we assert this.
- If we become aware of circumstances that call into question the creditworthiness of the customer, in particular enforcement measures due to the customer’s liabilities, suspension of payments or imminent over-indebtedness, we shall be entitled to call in the entire remaining debt. In this case, we are also entitled to ask for advance payments or security deposit. The statutory rights of the seller in case of default of the buyer remain unaffected. We can also prohibit the resale and processing of the delivered goods and demand their return at the expense of the customer. We have the right to usual collaterals at any time to secure our claims, even if our claims are conditional or limited.
- Set-off and retention rights are only available to the purchaser if his counterclaims have been legally established or acknowledged in writing by us.
IV. SCOPE OF DELIVERY AND DELAY IN DELIVERY
- For the scope of deliveries and services, only our written order confirmation is authoritative. The delivery takes place in consideration of the acknowledged rules of technology.
- Agreements for a binding delivery or assembly time (service time) must be made in writing. The observance of agreed delivery deadlines presupposes the timely receipt of all documents to be supplied by the purchaser, necessary authorizations and approvals, in particular of plans, as well as compliance with the agreed terms of payment and other obligations.
- The delivery deadline is met if the delivery item has left the factory by the time the delivery has expired or the readiness for dispatch has been notified. Insofar as acceptance has taken place, the acceptance date shall be decisive; this does not apply to legitimate acceptance refusal. If we cannot deliver punctually, we inform the customer immediately.
- For each individual order the agreement of the delivery time remains reserved. The specified delivery times are considered as approximate and non-binding. Claims for damages due to delayed delivery are excluded. Events of force majeure entitle us to demand either an appropriate extension of the delivery time or to cancel the delivery contract in whole or in part. Claims of the contracting party, regardless of whether for damages, warranties, etc. do not arise.
- If we are responsible for the delay, the customer may withdraw from the contract in accordance with the statutory provisions. If the delay causes damage to the purchaser, he is entitled to demand a flat-rate compensation. It shall amount to 0.5% for each full week of delay, but not more than 5% of the value of that part of the service which, due to the delay, cannot be used on time or in accordance with the contract.
- Reasonable partial deliveries and partial invoices are permitted.
- The following applies to export transactions: Cash against documents, confirmed irrevocable letter of credit or as agreed.
V. RISK TRANSFER, INSURANCE
- We deliver ex works. The risk passes to the purchaser with the dispatch of the delivery items ex works or storage location. This also applies if we assume further costs, such as shipping costs or delivery. As far as a final inspection has to be made, the risk passes on acceptance.
- If the delivery is delayed for reasons for which the purchaser is responsible or if the purchaser is in default of acceptance for other reasons, the risk is transferred to the purchaser. If the purchaser declares that he will not accept the delivery item, the risk of accidental loss or accidental deterioration of the delivery item shall pass to the purchaser at the time of refusal.
- At the request and expense of the customer, deliveries are insured by us against the usual transport risks
VI. RETENTION OF TITLE
- The delivery item remains our property until full payment. The retention of title applies to all claims arising from the ongoing business relationship with the customer. The orderer is entitled to resell the object of delivery in the course of his normal business or to combine or process it with other objects. In the case of processing or combination of the reserved goods, we are entitled to the co-ownership share in the new item in proportion to the invoice amount of the reserved goods at the purchase price of the processed goods. He already now assigns to us the claims of the customer from the resale or processing of the reserved goods, we accept the assignment.
- The purchaser may neither pledge the goods nor over-lend them as security or in any other way for third parties to impair our security. In the event of seizure, confiscation or other dispositions by third parties, he must notify us immediately and provide us with all information and documents necessary to safeguard our rights. Execution officers or third parties must be informed of our property
- We undertake to release securities at the orderer’s request, provided they exceed the value of the claims to be secured by more than 20%. The choice of collateral is ours.
- If the purchaser is in default with a partial payment due in whole or to a considerable extent for more than ten days and a reasonable payment period set by us has expired unsuccessfully, we may demand the surrender of the reserved goods from the purchaser, even without prior notice of withdrawal from the contract to have.
- The same applies if the purchaser’s assets are filed for insolvency and are not withdrawn within ten days. If the customer does not comply with the surrender requirement, or if there is a threat of loss or destruction of the reserved goods, we shall be entitled to take possession of the reserved goods. For this we may enter the location of the reserved goods. Return costs shall be borne by the purchaser.
VII. DISPUTES (WARRANTY)
- We are responsible for ensuring that the delivery items comply with their specifications when used in accordance with the contract and that they are free of defects that cancel or significantly reduce their usability. In the case of coordination measures, the warranty covers only our supplied new parts. Our specifications, specifications or descriptions of quality do not constitute assurances unless they have been expressly approved by us.
- The customer must inspect the delivery item immediately upon receipt. Noticeable defects are to be reported to us in writing within one week of receipt or – if the defect shows later – within one week of discovery. If this does not happen, the delivery item is deemed approved.
- All defective objects or services shall be repaired, re-delivered or re-delivered free of charge at our choice. Replaced parts become our property. In the case of removal of defects, we shall only bear the expenses required to remedy the defect, such as transport, travel, labor and material costs, unless they increase as a result of the defective item being delivered to a place other than the place of performance. For the replacement or the repair is guaranteed in the same way as for the delivery item, but not longer than 6 months after the expiration of the warranty period for the delivery item. If the rectification fails within a grace period set in writing by the purchaser, the purchaser is entitled to demand the rescission of the contract or a reasonable reduction of the purchase price.
- The warranty period for new components and spare parts is 12 months from the transfer of risk. When selling used products, our liability is excluded.
- The warranty claims require proof of proper installation and installation. The warranty is void if the delivery item is modified by the customer or third parties, improperly installed, installed, maintained, repaired, used or exposed to ambient conditions that do not meet our assembly conditions, unless the purchaser proves that these circumstances are not the cause of the are criticized defect. If the review of a notification of defects shows that a warranty claim is not available, the costs of the inspection and repair will be charged at our respective valid list prices.
- Further claims of the customer due to defects as in accordance with the preceding paragraphs are excluded. We are therefore not liable for damages that are not incurred on the product itself and not for other financial losses of the purchaser.
- For third-party products, our liability is limited to the assignment of claims against the seller of the third-party product.
- Our liability, for whatever legal reason, is limited to intent and gross negligence. It is excluded from:
a) faulty installation or commissioning by the customer or third parties
b) improper or unqulified use
c) natural wear
d) improper maintenance
e) use of unsuitable equipment or replacement materials
f) damage, caused by repairs or other work by third parties that have not been expressly approved by us.
- All other limitations of liability set forth in these Terms and Conditions shall not apply in the case of:
a) intent or gross negligence on our part or by our vicarious agents
b) personal injury
c) damage caused by the lack of a quality we have guaranteed
d) claims from the product liability law.
- Our liability, for whatever legal reason, is limited to intent and gross negligence. It is excluded from:
IX. INTELLECTUAL PROPERTY
- We reserve all rights without restriction to cost estimates, drawings and other documents. These documents may only be made accessible to third parties with our consent and must be returned to us on request without delay if the order is not placed. The same applies to documents of the purchaser; However, these may be made available to third parties to whom we have legitimately transferred deliveries.
- We grant the purchaser a simple and non-transferable right to use the delivered software with the agreed service features in unmodified form on the agreed equipment. The purchaser may make two backup copies without express agreement.
- If a third party raises legitimate claims against the customer due to the infringement of a commercial property right or copyright (hereinafter: industrial property rights) by contractually used delivery items, we shall be liable to the customer as follows:
- a) We shall at our choice at our costs either obtain a right of use for the delivery item, change the delivery item so that the property right is not violated, or replace the delivery item. If this is not possible for us on reasonable terms, we will take the delivery item back for reimbursement of the purchase price.
- b) These obligations shall only exist if the purchaser notifies us immediately in writing of the claims asserted by the third party, does not acknowledge an infringement and reserves us all defense measures and settlement negotiations. If the customer suspends the use of the product for reasons of mitigation or other important reasons, he is obliged to inform the third party that the cessation of use does not constitute an acknowledgment of a breach of intellectual property rights.
- c) Claims of the customer are excluded insofar as he is responsible for the breach of intellectual property rights or has caused them by an application that was not forseeable to us or it has been caused by the buyer changing the delivery item or applying it together with products not supplied by us.
- Further claims against us are excluded. However, point VIII liability remains just as unaffected as the right of the orderer to withdraw from the contract.
X. JURISDICTION, APPLICABLE LAW
- The exclusive place of jurisdiction for all disputes arising indirectly or indirectly from the contractual relationship is our registered office in Stuttgart, if the customer is a merchant, a legal entity under public law or special assets under public law. We are also entitled to sue at the customer’s headquarters.
- Place of performance and fulfillment is the company headquarters in 70806 Kornwestheim, Remsstr. 2
- The contract is exclusively subject to the law of the Federal Republic of Germany. The Hague Uniform Sales Act and the UN Uniform Law on Sales are excluded.
- We store the data of the orderer (eg address and bank connection) required in the framework of contract processing and processing in accordance with the GDPR.
- In the case of legal invalidity of individual points the contract remains binding in its remaining parts. This does not apply if the adherence to the contract would constitute an unreasonable hardship for a party.
Status quo: July 2018
Sautter Lift Components GmbH