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General supply and payment conditions of the STB-Service Technik
Beratung GmbH for the domestic market
Sales and supply conditions of the STB GmbH
The following sales and delivery conditions apply for all supplies and services of the “STB Private Limited Company”, which in the following is termed supplier or STB. Any deviations from these require explicit approval by the supplier. The terms of purchase or other business terms of the purchaser and/or of the order are hereby objected to. These are also not approved to if STB does not explicitly object to them when they are presented once again. On the contrary, the purchaser/orderer/contractor, upon placing or commissioning an order or at the latest, upon receiving our product and/or our service, recognises our sales and supply conditions as a legally binding contractual basis applying to his person as well.
General terms of business (as of November 2017)
1.1 The delivery of our goods and our services are initiated as a result of these supply and payment conditions (termed “conditions” in the following) or of other written, collectively met agreements, which thereupon, as individually negotiated terms, take precedence over these conditions. These conditions are always valid in conjunction with statutory regulations and should only replace or modify these insofar as legally permissible.
1.2 All verbally met agreements are expressly excluded; the same applies for collateral agreements met by persons who are not authorised representatives.
1.3 These conditions apply exclusively for natural or legal persons, who, upon concluding the agreement either exercise an industrial or self-employed professional activity (entrepreneurs) or for legal persons under public law or public law special assets (termed “customers” in the following). In their current form, they also act as a framework agreement for future contracts with the same customer, even if they are not explicitly agreed upon again; ín case amendments to them occur, we will immediately inform the customer.
1.4 Upon concluding a legally binding order, and at the latest, upon receiving the product or service, the conditions are considered to be approved by the customer.
1.5 Relevant statements which have to be communicated to us after the conclusion of a contract shall only be effective in writing.
1.6 The ineffectiveness of individual clauses in the present conditions does not affect the validity of the remaining clauses (severability clause).
2. Offers, conclusion of a contract, documentation, property rights
2.1 All offers are non-binding.
2.2 The documentation and values contained in price lists, catalogues, sample books or other printed documents (such as e.g. drawings, mounting diagrams, figures, descriptions, dimensions and weights or other performance data) which are part of the offer represent values determined to the best of our knowledge that become binding only upon confirmation of order. This documentation does not represent any guarantees or agreed upon conditions.
2.3 We reserve to ourselves the proprietary rights and copyrights for all cost estimates, concepts, designs, drafts, drawings and other documents. If we have attached documentation to our offer, then it have to be returned to us at any time upon our demand and, in any event, in case the order is not placed.
2.4 A written order for a delivery or a service by the customer is considered to be a binding contractual offer. We have the right to accept this contractual offer within 3 weeks after the date of receipt. The contract is considered to be concluded if we have accepted the contractual offer in written or text form or if we execute the contract.
2.5 In doubt, the Incoterms, in their respective valid version, are of decisive importance for interpreting the commercial terms.
3. Contents of an order confirmation/contract execution
3.1 The condition of the deliverables or of offered services are subsequently described in our written order confirmation. We do not owe a delivery or service in conditions different than those therein described. We reserve to ourselves the right to customary or unavoidable deviations from physical and chemical properties, including colours, compositions, processes and use of raw materials, as long as these are not unacceptable to the customer. Statements regarding condition and possible applications do not imply any guarantees, particularly not in accordance with Sections 443, 639 of the German Civil Code, unless they are expressly labelled as such in writing.
3.2 In general we have the right to immediately procure all materials necessary for the contract as well as to manufacture the entire order quantity even if partial deliveries have been stipulated.
3.3 If, for the execution of the order or for series production, we must either produce or procure samples, test objects, or tools/devices, we reserve to ourselves the right to invoice the customer with the costs thereby incurred. All samples, test objects or tools/devices produced or procured by us remain our property, irrespective of the customer having completely or partially covered their procurement or production costs.
4. Delivery/ time of performance /packaging
4.1 Our written order confirmation contains all decisive information regarding the time, type and scope of the delivery or service.
4.2 Deliveries occur ex warehouse, where the place of performance is also located (obligation to be performed at the place of the debtor). The product can also be sent to a different destination at the customer’s request and charges (sale by dispatch). In general, services are performed at the place designated by the customer (obligation to be performed at the place of the creditor).
4.3 When delivering, our delivery details are approximate and are based on the provision of all necessary information by the contracting parties. Delivery times shall be extended as appropriate in case.
1. A) The customer has not fulfilled all incumbent duties, such as for e.g. supplying the required administrative certificates or authorisations;
2. B) The technical preliminary examination has not yet been completed in full;
3. C) failures to comply can be traced to force majeure, government measures, actions by the customer, industrial dispute, fires, boycotts, floods, epidemics, quarantine, war, uprisings, turmoil, civil or military authorities, freight embargos, want or delays in transportation, unusually severe weather conditions or other events lying outside our sphere of influence. Should these conditions continue for a period exceeding 3 months, both parties will acquire the right to terminate the contract; to take effect, the termination needs to be submitted in written form.
4.4 Extension of delivery times is inadmissible if we are responsible for the delays or if a fixed delivery date has been stipulated. A drop dead date is only present if the customer no longer has any form of interest in the delivery after the delivery date elapses and has communicated this beforehand in his binding order.
4.5 A motion for opening insolvency or comparable proceedings in accordance with foreign law, the release of financial status information in accordance with Section 807 of the Code of Civil Procedure, arising payment difficulties or information about a significant worsening of financial circumstances being made public give us the right to immediately cease all deliveries and to refuse to execute ongoing contracts as long as the customer does not render counterperformance or does not lodge an appropriate security at our demand.
4.6 Packaging is charged at cost price. In accordance with Packaging Ordinance in its respective current version, we will not take back transport- and other kinds of packaging; it becomes the customer’s property, with the exception of pallets.
5. Impossibility of performance / loss or deterioration of the product
5.1 Provided we cannot comply with binding delivery deadlines for reasons we are not responsible for (for e.g. non-availability of the service), we shall immediately inform the customer of this and at the same time provide a new delivery deadline. Should delivery also not be possible within the new deadline, both parties shall acquire the right to withdraw from the contract. Such a case of non-availability of a service in this sense is, in particular, the untimely delivery by our suppliers, especially if we have concluded a congruent hedging transaction, are not at fault or are not obliged to procure anything in a specific case. Furthermore, the customer can withdraw from the contract should performing part of the delivery become impossible and should he have justified interest in rejecting partial delivery. If this is not the case, then the customer has to pay the contract price allotted to the partial delivery.
5.2 At the latest, the risks of accidental loss and deterioration of the product are passed on to the customer upon delivery. As a deviation from this, in sales by dispatch these risks, as well as the risks of delay are passed on to the forwarder, the carrier or to a different person responsible for delivery. Should the customer, however, be in default of acceptance or in debt default, all risks from the date of default onwards shall be passed on to him.
6. Passage of risk / reservation of proprietary rights
6.1 The risks pass over to the customer as soon as our product leaves the factory. As a deviation from this, in sales by dispatch, these risks are passed on to the customer upon delivery by the forwarder, the carrier or by a different person responsible for delivery.
6.2 Provided that acceptance has to occur, it becomes decisive for the passage of risk. It must follow promptly on the acceptance date or, alternatively, promptly after having received our message regarding readiness for acceptance. The customer is not allowed to refuse acceptance in case of an insignificant defect. For acceptance, the requirements in accordance with DIN 1944/III and DIN ISO 9906, respectively, apply in their respective valid version.
6.3 On the basis of the underlying, respective contractual relationship, we reserve to ourselves the proprietary rights to the delivered products until receipt of all payments – including those covering stipulated (supplementary) services, where appropriate (reserved goods). If a reservation of proprietary rights has to be entered into a public register or if other means of customer assistance are needed for the reservation of ownership to come into effect, the customer has to grant his agreement to the registry of the reservation of ownership and irrevocably authorise us or perform the required assistance himself, respectively. The customer shall bear the costs of such acts or registration or assistance.
6.4 The customer is neither authorised to pledge the reserved goods nor to transfer ownership of these goods by way of security. The customer must inform us immediately In case of pledges as well as seizure or other ministerial orders by third parties.
6.5 If we demand the return of the reserved goods in case of the customer acting in breach of the contract, this demand for return does not at the same time entail a statement of withdrawal, which shall remain reserved.
6.6 The customer has the right to sell the reserved goods in the customary course of business. However, in this case he immediately assigns to us any demands incurred on him by the purchaser or by a third party as a result of the reselling. We pledge not to collect the demands as long as the customer duly meets his payment obligations or for as long as the right to collection has not been revoked or no application for opening insolvency proceedings has been filed.
6.7 The reservation of proprietary rights shall also extend to the full value of those products created through the processing, mixing or combining of the reserved goods, whereby we shall be regarded as the manufacturer. In case of the processing, mixing or combining of those products with the products of third parties who retain proprietary rights, we shall acquire joint ownership of such processed, mixed or combined goods in proportion to their invoice values. Apart from that, the same applies to the resulting product as to the goods supplied under reservation of proprietary rights. By way of security, the customer assigns to us the claims resulting from reselling the reserved goods or of products resulting from these either fully or in accordance with our potential joint ownership share; we accept the assignment. The customer, just as we, shall be entitled to collect claims.
6.8 Upon our first written demand, the customer is obliged to inform us of the debtors of the assigned claims as well as to notify the debtors of the assignment. The customer shall hold our (jointly) owned materials in custody on our behalf at no charge with due care and diligence as a prudent businessman and shall insure them against fire, burglary and other usual risks at his own expense. If maintenance or inspection work has to be carried out, the customer shall execute these on schedule and at his own costs. If the realisable value of the securities held by us exceeds our claims against the customer by more than 10 %, we shall release securities at our discretion, if so requested by the customer.
7. Prices and payment
7.1 Provided that no other relevant agreements have been met in written form, our prices ex works or ex warehouse are in Euros, plus VAT at the statutory rate and packaging costs. Our invoices are payable immediately and shall be paid without deductions. We reserve to ourselves the right to send invoices electronically. We are not obliged to accept cheques or other promises of payment. Their acceptance shall at all times follow on account of performance. We do not accept payments by means of a bill of exchange.
7.2 Unforeseen changes in the costs of raw materials, wage payments, energy or other changes in costs shall reserve us the right to corresponding price adjustments. The respective price adjustment shall be communicated to the customer in written form. At the same time, the customer shall be explicitly informed that the respective price adjustment shall become a part of the existing contract between the contracting parties should the customer not object to this adjustment in written form within two weeks of having received notice. If the customer objects, both parties shall have the right to withdraw from the contract in written form within a term of 10 work days.
7.3. In case of partial delivery, each delivery can be invoiced separately. Should no prices have been stipulated at the conclusion of the contract, our prices on the date of delivery apply.
7.4 The date of receipt of payment is considered the day on which we have the amount or on which our bank account is credited with the amount.
7.5 We accept no charges or invoices by the customer as well as reductions to the invoice amounts of our invoices without our explicit approval beforehand. The approval has to be proven by the customer.