General Terms of Delivery and Payment of Steinel Metall + Kunststoff Systeme GmbH
hereinafter referred to as the "Supplier" .
- These General Terms of Delivery and Payment apply to all entrepreneurs, legal entities under public law and special funds under public law.
- The Supplier’s deliveries and services are provided solely on the basis of the conditions hereinafter.
- The Contractual Partners will immediately confirm in writing and in detail any verbal agreements reached.
- Unless explicitly accepted by the Supplier, any terms and conditions of the Customer do not apply.
- Offer and acceptance
Offers only become binding upon their written confirmation by the Supplier. Offers are always subject to change and non-binding, stock goods are subject to prior sale.
The Supplier’s prices are in euros and do not include VAT, the costs of packaging, freight, postage and insurance. Prices are based on the cost situation when the offer is submitted. The Supplier is entitled to increase prices by a reasonable amount if, after conclusion of the contract, there are changes, for example to raw materials or salary costs.
- Unless agreed otherwise, the Supplier delivers “ex works”. Notification of readiness for shipping or collection by the Supplier is decisive for compliance with the delivery deadline or delivery period.
- Partial deliveries are permitted in the agreed scope. These will be invoiced separately.
- Differences in the quantity delivered from the quantity ordered are permitted up to 10% and both with respect to the total order quantity and with respect to individual partial deliveries. Contrary arrangements require the written form. The total price will be amended accordingly.
- Delivery times
- If the Supplier can foresee that the goods cannot be supplied within the agreed delivery period, the Supplier must immediately inform the Customer of this in writing, stating the reasons for the delay and, if possible, when it anticipates being able to supply the goods.
- Where delivery is delayed by a circumstance set out at Article 14 or by any act or omission on the part of the Customer, the Contractual Partner will be informed immediately and an appropriate extension of the delivery deadline granted.
- The Customer is only entitled to claims for damages due to non-performance in the amount of foreseeable loss, if the default is based on intent or gross negligence. Otherwise, liability for compensation is limited to 50% of the damages incurred.
- Compliance with the delivery obligation also assumes timely and proper fulfilment of the Customer's obligations.
- Where the Customer is in default of acceptance or violates other obligations to cooperate, the Supplier is entitled to demand compensation for damages that it incurs, including any additional expenses. In this case, the risk of accidental loss or deterioration of the object purchased transfers to the Customer on the date on which the Customer becomes in default of acceptance.
- Packaging and shipping
The Supplier packages the goods and chooses the shipping method depending on the type of parts to be dispatched. Packaging is not taken back unless it is returnable packaging. Further specifications are regulated in the Technical Delivery Conditions. The Supplier’s Technical Delivery Conditions can be accessed on its homepage at www.steinel-mks.de.
- Transfer of risk
Unless otherwise provided in the confirmation of order, delivery is agreed to be "ex works".
- Warranty and liability
- The condition of the goods is defined exclusively by the agreed technical delivery specifications. In the event that the Supplier is to make deliveries in accordance with drawings, specifications, models etc. of the Customer, the latter bears the risk of suitability for the intended purpose. The decisive point for determining the contractual condition of the goods is the point at which risk is transferred in accordance with Article 7.
- In the case of justified, timely notification of defects, the Supplier will repair the rejected goods or deliver defect-free replacements.
- The Supplier will inform the Contractual Partner in appropriate time, whether the rejected parts are to be reworked or a replacement delivery provided. Reimbursement of costs is excluded, insofar as expenses increase due to the fact that the goods are taken to another location after delivery, unless this is in conformity with the intended use of the goods.
- The Customer undertakes to provide comprehensive advice and information on the product in the event that the products are passed on to third parties. The products’ fitness for use and serviceability must be pointed out expressly to third parties. The Customer must indemnify the Supplier against claims made by third parties against the Supplier due to breach of this obligation.
- Unless specified otherwise below, other and further claims of the Customer against the Supplier are excluded. This applies, in particular, for damages claims due to breach of obligations under the contract or liability in tort. The Supplier is not liable for parts which enter an assembly group meaning that the cause of damage cannot be clearly determined. In particular, the Supplier is not liable for lost profits or other financial loss of the Customer.
- Tool costs
- Manufacturing costs for means of production (tools, moulds, measuring and testing equipment, etc.), unless otherwise agreed, will be invoiced separately to the goods being delivered. This also applies for means of production which have to be replaced as a result of wear and tear.
- If the Customer should suspend or terminate the collaboration during manufacture of the means of production, all manufacturing costs incurred up to that point shall be charged to the Customer.
- By paying for costs components for tools, the Customer acquires no rights to the tools themselves. Specially acquired gauges and special measuring devices for one-off activities to be performed at a fixed point in time will be given to the Customer with the last delivery, unless otherwise agreed.
Further details are set out in the Technical Delivery Conditions.
- Retention of title
- The Supplier retains title to the delivered goods until the Customer has satisfied all claims under the contractual relationship.
- The Supplier is entitled to rescind the contract if an application is made to initiate insolvency proceedings in relation to the assets of the Customer.
- All claims and rights deriving from the sale or leasing of goods, in relation to which the Supplier has ownership rights, by the Customer, are herewith assigned by the Customer as security for the Supplier. The Supplier hereby accepts this assignment.
- The Supplier has the right to assign its claims against the Customer to third parties.
- Payment terms
- All deliveries, unless otherwise recorded on the invoice, are payable within 14 days from the invoice date with a 2% discount or within 30 days strictly net.
- Where the Supplier has indisputably supplied goods which are partly defective, the Customer is still obliged to the Supplier to pay for the defect-free proportion, unless the partial delivery is of no interest to the former.
- If the Customer enters into default of payment, the Supplier is entitled to invoice default interest at the rate which the bank charges the Supplier for overdraft facilities, at minimum, however, 9 percentage points above the European Central Bank basic interest rate.
- The Customer only has a right of set-off where its counterclaims have been legally established or are undisputed.
- Where the Customer is in default of payment of a claim, all other claims against the Customer will be immediately payable.
- Where the other Contractual Partner identifies documentation and knowledge as confidential or has an obvious interest in maintaining their secrecy, each Contractual Partner will use all such documentation (including designs, models and data) and knowledge, which it obtains under this business relationship, only for the agreed joint purposes and will keep such documentation and knowledge secret, applying the same care as it does for its own analogous documentation and knowledge.
- This obligation does not apply to documents and knowledge which are public knowledge or which were already known to the Contractual Partner at the time of receipt, or which were subsequently disclosed by an authorized third party or which were acquired by the receiving Contractual Partner independently of any confidential documentation or knowledge provided by the other Contractual Partner.
- Where one Contractual Partner provides the other with drawings or technical documentation, these remain the property of the providing party.
- Force majeure
Force majeure, industrial disputes, riots, official interventions, which intervene in operational processes, unavoidable and serious events release the Contractual Partner from its performance obligations for the duration of the interruption and to the extent of its effect. The Contractual Partners are obliged, as far as is reasonable, to provide the requisite information without delay and to adapt their obligations to the changed circumstances in good faith in pursuit of the intended economic purpose.
- Place of jurisdiction and place of performance
- For all legal disputes, including those in the context of bill of exchange and cheque processes, the place of jurisdiction is Bad Elster.
- Unless otherwise provided in the confirmation of order, Bad Elster is the place of performance.
- This contractual relationship is exclusively subject to the law of the Federal Republic of Germany.
- The contractual language is German.
- The Customer must bear all fees, costs and expenses, which are incurred in connection with any successful assertion of its legal rights outside Germany.