General Terms & Conditions
1. Scope
1.1 The generalterms and conditions of trade apply for all services and all business transactions between the Customer and Sebald Iso-SystemeGmbH & Co.KG, hereafter referred to as the “Company”.
1.2 The generalterms and conditions of trade are accepted by the Customer by placement of the order and they apply for the entire duration of the business relationship.
1.3 Deviations from these general terms and conditions of trade,supplementary side agreements and additional arrangements must be in written form.
1.4 The generalterms and conditions of trade apply even if the customer has communicated or communicates own general terms and conditions of trade in deviation from those of the Company or if these are printed on documents from the Customer and particularly on the order letter.
Objection is hereby raised to any contradictory general terms and conditions of trade of the Customer.
2. Contract Formation
2.1 The offers of the Company are non-binding.
Details in catalogues etc. represent only a requirement for the submission of offers by the Customer.
In turn, the Customer is bound by offers for 14 calendar days from receipt of the offer by the Company.
2.2 Details of the Company in catalogues and other documents are considered to be guaranteed without explicit agreement.
2.3 The Company is entitled to withdraw from the contract if the Customer fails to meet the payment obligations despite the setting of a period of grace, if the Customer becomes insolvent, or if the Customer fails to fulfil the obligations from other contracts with the Company.
2.4 Claims of the Customer from contracts agreed with the Company are not transferrable without the consent of the Company.
3. Prices
3.1 The prices according to the offer / order confirmation from the Company or alternatively according to the price list valid at the time of contract formation are binding.
3.2 Prices are understood from the distribution centre of the Company and the Customer must cover the delivery costs for packaging, transport etc.
3.3 If there are more than four months between contract formation and delivery of the goods to the Customer then the sale price valid on the date of delivery shall apply.
In the context of continuing obligations and mutual commercial transactions, the Company is entitled to increase the prices agreed with the Customer in the case of proven increases in the Company’s own costs particularly for self-delivery, wage increases, freight, taxes and charges, and similar.
4. ContractPerformance
4.1 The Company is entitled to make partial deliveries.
In the case of agreed delivery free to the construction site, the obligation of the Company refers to delivery without unloading in the context of surfaced access options.
4.2 Performance dates are considered to be deadlines only in the case of explicit written agreement.
4.3 If the Company is entitled to claim compensation for damages due to breach of contract by the Customer and particularly in the case of non-acceptance of the goods then, subject to proof of greater damages, the Company can demand a flat rate of compensation of 20 % of the order totalunless the Customer proves that the Company has incurred no damages or that lesser damages have been incurred.
5. Terms of Payment
5.1 In the case of an ongoing business relationship, deliveriesto the Company are payable within 10 days from the invoice date at discount of 2 % or in full within no more than 30 days.
In all other cases, the Customer must make payment on delivery.
A payment discount is granted only under the condition subsequent that the Customer is not in default on the settlement of other invoices.
The net invoice amount after deduction of discounts, freight etc. is definitive for calculation of the payment discount.
5.2 The Company may invoice separately for partial deliveries.
The above terms apply for the invoicing of partial deliveries.
5.3 From the commencement of default of payment by the Customer, the Company is entitled to charge dunning fees of 5.00 Euro per reminder.
Default interest is charged at the rate of 8 % over the respective basic rate of interest although at a minimum of 10 % p.a.
This does not affect other claims of the Company.
5.4 The Customer is not entitled to offset claims of the Company against own or assigned claims of third parties if these claims are disputed by the Company and/or have not been established as legally binding.
6. Risk Assumption
If the goods are ready for dispatch then the risk is transferred to the Customer on transfer of the goods to the person/company responsible for shipping.
7. Retention of Title
7.1 The goods delivered remain the property of the Company until full payment of all accounts outstanding from the contractual relationship and other business relationships with the Customer, irrespective of the legal grounds, as well as of any secondary claims.
7.2 The Customer is not permitted to pledge or transfer as security anygoodsthat are subject to retention of title.
Until revocation by the Company, the Customer is however entitled within the normal course of business to process and sell the goodsthat are subject to retention of title.
As security, the Customer hereby assigns to the Company, which accepts the assignment, the accounts receivable from third parties due to resale, processing or another legal transaction with respect to the goodsthat are subject to retention of title.
The Customer is however not entitled to resell or further process the goodsthat are subject to retention of titleif the accounts receivable from the third parties as a result of these legal transactions cannot be passed on to the Company due to prior assignment of receivables by the Customer particularly as a result of blanket assignments.
If the Customer meets the payment obligations in full then the Customer is entitled to collect the assigned accounts receivable.
If the Customer fails to meet the payment obligations then the Company is entitled to indicate this to the Customer’s buyer and to demand payment to the Company.
At any time on demand, the Customer is obliged to inform the Customer of the names and addresses of the buyers (third party debtors) and the amounts of the accounts receivable from them.
On demand by the Company, the Customer is obliged to advise Customer buyers of the existing retention of title and of the assignments of accounts receivable and to instruct the buyers to make payments to the Company or to issue the Company with the information required for the assertion of its rights against the buyers and to provide documentation.
7.3 If the Customer defaults on payment then the Company can reclaim from the Customer the goodsthat are subject to retention of title;without an explicit written declaration, this does not represent the exercise of a right of withdrawal.
In the event that the goods are reclaimed, the Customer essentially remains obliged to fulfil the contract.
The Company is entitled by discretionary sale to realise the reclaimed goods in order to offset the outstanding accounts receivable.
The costs of reclamation and realisation shall be borne by the Customer.
7.4 If the Customer is entitled to claim against insurers or other third parties as a result of damage to the goodsthat are subject to retention of title or as a result of other causes then these claims together with all ancillary rights will be assigned to the Company in advance in place of the realisable value and to the same extent.
The Company hereby accepts these assignments.
8. Guarantee
8.1 Immediately after delivery, the Customer must exercise the care and thoroughness that can be reasonably expected of the same under the given circumstancesin checking deliveries and services from the Company for contractual compliance when the delivery is made to the Customer or to the third party designated by the same.
Guarantee claims for obvious defects in deliveries from the Company are excluded if not claimed in writing against the Company within a limitation period of two weeks after receipt of the delivery or, in the case of subsequent appearance of the obvious defect, within two weeks from this time.
The provision of § 377 of the German commercial code is not affected in the case of a commercial purchase.
8.2 The following applies in the case of the existence of guarantee claims by the Customer:
At its discretion,the Company shall address defects by provision of a replacement or by repair within a reasonable period, which is generally three weeks.
In the event of failure of the repair or replacement, the Customer can choose a reduction in the payment or, if the object of the liability for defects is not a construction service, demand cancellation of the contract; this must be done in writing.
The repair/replacement has failed if two attempts at repair/replacement by the Company have remained unsuccessful and it is unreasonable to expect the Customer to accept further attempts.
Further claims of the Customer including such as are for compensation for damages not incurred by the goods themselves (consequential damages) are excluded subject to the provision under figure 9 of these general terms and conditions of trade.
9. Liability
As far as is legally permissible and irrespective of the legal grounds, compensation claims for damages against the Company are limited to a maximum sum equivalent to the gross order value.
10. Place of Performance, Legal Domicile and Legal System
10.1 D-93161 Sinzing is agreed as the place of performance.
10.2 Regensburg is agreed as the legal domicile.
10.3 German law is agreed as applicable exclusively for all contracts between the Company and the Customer.
The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
11. Miscellaneous
11.1 The Company is entitled to save and use the data and information obtained in the context of the business relationship in accordance with the German federal data protection act.
11.2 The complete or partial invalidity of individual clauses of these terms and conditions of trade shall not affect the validity of the remaining clauses.
In place of the invalid provision, a valid provision shall apply, which is as close as possible to the economic purpose sought by the invalid provision.
11.3 These terms and conditions are a translation of the German language version of the same. In the event of a conflict or discrepancy between the versions , the German language version shall prevail.