General terms and conditions

General Terms an conditions

Our deliveries and other services to entrepreneurs, legal persons of under public law and to public funds shall be made exclusively to the following terms and conditions.


I. Conclusion of contract / writing

1. The delivery contract as well as any changes, agreements and other agreements are only effective with our confirmation. Contracts as well as any changes, ancillary agreements, explanations to his termination and other declarations and releases require text form, unless otherwise agreed in these terms and conditions.
 
2. With the receipt of our confirmation or acceptance of the ordered goods or services, the customer acknowledges our terms and conditions. Deviating conditions of the customer are not accepted, neither by our acceptance of the order nor by any other implied act part of the contract.


II. prices / surcharges

1. The prices valid on the day of the delivery or service and discounts plus each legally owed sales tax apply.
 
2. For orders that do not reach the minimum amounts laid down in our respective valid price list, or the set minimum order value, we can charge a processing fee.


III. Terms of delivery / delay / call orders / partial shipments

1. Delivery periods calculate from the order confirmation, but not before final agreement on the issues to be clarified with the customer prior to manufacturing.
 
2. Unforeseen and unavoidable events in the production and other obstacles such as force majeure, industrial disputes or other errors in its own facility or at the premises of our suppliers, as well as delayed deliveries from our suppliers entitle us to change the delivery time by the extend of the duration of the hindrance. We will inform the customer of the beginning and end of such circumstances as soon as possible.
 
3. If we are in default resulting in any damage for the customer, the customer may claim compensation. This amounts to 0.5% for each full week of the delay, limited to not more than 5% of the value of the part of the total delivery which cannot be used timely or not according to the contract as a result of the delay. Further claims due to delay are governed exclusively by VII sections 2 and 3. The customer may only withdraw in the context of legal provisions from the contract insofar as the delay of the delivery is within our responsibility.
 
4. In case a fixed delivery quantity to be delivered in a fixed time frame has been agreed upon, and the customer has the right to determine the delivery date, the customer agrees to request delivery latest twelve weeks before the required delivery date. Following the expiry of the final delivery date, we are entitled to deliver and invoice to the customer the yet uncalled delivery quantity.
 
5. Partial deliveries are permitted, if not an unreasonable burden for the customer.


IV. Packaging / shipping / passing of risk

1. Goods are shipped EXW (Incoterms in their respective current version) from the place named by us, the selection of the packaging material and the type of packaging is up to us.
 
2. Pallets, containers and other reusable packaging shall remain our property and are to be returned immediately free of charge to our place of delivery by the customer. One-way packaging is calculated at cost price and cannot be returned.
 
3. The customer pays express freight costs and postage costs for small consignments.


V. Payments

1. Payments are immediately payable to one of our bank accounts without deduction.
 
2. From exceeding the agreed payment due date the customer is in default, except if the delay of payment results from circumstances for which the customer is not responsible.
 
3. The retention of payments because of counterclaims or offsetting against counter claims is not allowed, unless the counterclaims are undisputed, legally decided, or ready for a legal decision.
 
4. We are entitled to declare all of our claims as due immediately, if circumstances become known which indicate deterioration in the financial position or the financial situation of the customer.


VI. Reservation of proprietary rights

1. We reserve title to all goods delivered by us until all our claims arising from the business relationship with the customer have been settled. In current account, the reserved property is a backup for the receivable amount on the balance.
 
2. If the goods through assembly become part of a new thing which belongs to the customer, it shall be deemed agreed that the customer transfers co-ownership of the new item to us and retains it free of charge for us.
Our ownership is determined by the ratio of the value of the reserved goods to the value of the new item.
 
3. The customer shall assign all claims to us arising from the resale of the reserved goods against his buyers. If the customer resold the goods together with other goods not belonging to us, the customer assigns the part of the claim to us arising from the resale corresponding to the invoiced amount of the goods. Resold goods that only pro rata belong to us, the part of the claim assigned to us from the resale is calculated according to our ownership.
 
4. The customer is revocably authorized to collect the claims from the resale. Upon request, he has to display the assignment to its customers and to give us all information and to hand over documents we need to exercise our rights.
 
5. If the goods had been seized or our rights degraded in any other way by third parties, the customer has to inform us immediately.
 
6. As far as mandatory provisions of the law of the State do not include a reservation of rights within the meaning of this VI 1-5, but provide other rights for securing receivables invoices of the supplier, we reserve the right to use them. The customer is obliged to cooperate in measures which are available to us to protect our property or other rights to the goods.
 

VII. Violations
 
1. The statutory rights of the customer according to § 437 No. 1 BGB shall apply subject to the following provisions:
 
(a) As far as delivery items are completely or partly useless as a result of defects, we will rectify the defects free of charge according to our choice, which is to meet at its reasonable discretion, or provide free non-defective goods (together hereinafter called the "subsequent performance"). In addition, we bear the immediate costs of the customer arising for the removal and installation. Cost transfer obligation does not include cost for immediate removal and installation costs if they incurred abroad. It also does not exist if there is no reasonable relationship between them and the delivery price of the defective delivery items. In addition, the customer bears the costs. We are not responsible for damage caused by natural wear corresponding to the period of use.
 
(b) To carry out the subsequent performance at its reasonable discretion deemed necessary by us, the customer has to give us adequate time and opportunity. Only in urgent cases of danger to operational safety or to prevent disproportionately large damage or if we are with the subsequent performance in default, the customer has the right to make the repair himself or by third parties and to request the reimbursement of the necessary costs by us. In such a case, we are to be informed immediately.
 
2. The further statutory rights of the customer apply subject to the following provisions:
We shall be liable only in the following cases:
(1) Intentional breach of duty
(2) Grossly negligent breach of duty by our legal representatives
(3) Culpable violation of life, body and health
(4) Fraudulent concealment of defects or guarantee for the quality of delivered goods
(5) Culpable violation of essential contractual obligations - gross negligence of non-managerial staff and slight negligence, but limited to the contract-typical, reasonably foreseeable damage.
(6) Liability according to the product liability law for personal injury or material damage to privately used objects.
 
3. Unless determined in III paragraph 3, VII sections 1 and 2 otherwise, our liability is excluded.
 
4. Defects must be informed to us immediately after their detection. The complained goods are at our disposal to keep. We only refund the cost of returning the goods if this take place upon our request.
 
5. The customer meets the burden of proving that the conditions of claims asserted by him due to breach of duty exist. This also applies to any fault on our part.
 
6. Warranty claims lapse 12 months after delivery of the delivery item, unless the law requires a longer limitation.
 
7. §350 civil code applies for statutory rescission rights.


VIII. warranty / procurement risk

The acquisition of guarantees or the procurement risk must expressly be agreed upon by us, be referred to as such and is needed to be in writing to be effective. The customer and we agree that information in our catalogues, pamphlets, brochures, and other general information does not at any time constitute a guarantee or assumption of the risk of procurement.


IX. use of software

As far as software is included in the scope of delivery, a non-exclusive, non-transferable right limited according to the provisions of the scope of delivery, the customer has the right to use the software including its documentation in connection with the designated delivery item. Use of the software in conjunction with more than a delivery item is prohibited. The granting of sublicenses is not permitted. The customer must use the software, copy, revise, translate or convert the object code to the source code only to the extent permitted (§ 69 a et seq. UrhG). The customer undertakes not to remove manufacturer's instructions - in particular copyright notices - or change it without our prior written consent. All other rights to the software and the documentation including copies are reserved to us.


X. secrecy

The customer and we will keep the information received from the other party confidential. This shall apply even after the termination of the contract. This obligation shall not apply to information that the receiving party upon receipt already owned without obligation of confidentiality or were known or received subsequently in an authorized manner without known obligation of confidentiality, or which -without breach of contract by one of the parties - are generally known. Each party reserves the right to ownership and any rights to documents or data carriers her made available by her. Reproduction and distribution of such documents or media are allowed only with the consent of the assigning party.


XI. Miscellaneous
 
1. The place of performance for deliveries is the place from which we supply. Place of performance for payment is Munich.
2. Place of jurisdiction is Munich. We can complain also at the place of business of the customer.
3. The contractual relationship is governed by the law of the Federal Republic of Germany. The applicability of the uniform UN purchasing law (CISG) is expressly excluded.
4. Complete or partial failure or delay of claim of any right from this supply contract means no waiver of this or any other law.
5. Should any provision be or become invalid, this will not affect the validity of the other provisions.
6. We point out that we store personally identifiable information in accordance with the statutory regulations and process them in connection with business transactions.
 
Strobel Spezialmaschinen GmbH

 



Strobel - General terms and conditions