General Terms and Conditions of Business of svt BRANDSCHUTZ Vertriebsgesellschaft mbH International (2013/11)
§ 1 General
All deliveries and services shall be performed exclusively on the basis of these terms and conditions of delivery and payment. Deviating terms of business of Customer shall not apply.
§ 2 Quotation and delivery
Our quotations are subject to our written order confirmation which shall be exclusively determine the scope and the specification of the delivery. Side-agreements and amendments are only valid if confirmed by us in writing. Obvious errors, printing, calculation, spelling and counting errors shall not give rise to a claim to performance or damages. Partial deliveries by us shall be admissible, as long as they make up for at least 25 % of order. Samples and specimens provided by us shall not imply the guarantee or warranty of a quality or property. Technical documents, samples and specimens shall remain our property. Packaging shall not be taken back by us and shall be disposed of by Customer.
§ 3 Prices and payment
The remuneration shall be calculated according to the price valid on the date of delivery according to our price lists plus Value Added Tax. The prices stated shall be valid ex works. Freight and packaging of the goods shall be charged additionally. The invoice amount shall be due for payment net without deductions within 14 days after the date of the invoice. We reserve the right to demand cash in advance. If nothing to the contrary is stated in the present terms and conditions or in our contract, INCOTERMS in the version valid at the time of conclusion of the contract.
§ 4 Delivery date and passage of risk
The delivery period shall commence with the receipt of the order confirmation. The delivery period shall be complied with if the object of delivery has left the works or readiness for dispatch has been notified to Customer by its expiry. The delivery period shall be extended in the occurrence of obstacles to be put down to force majeure or unforeseeable impediments – also with sub-suppliers. Risks shall pass to Customer if goods are delivered ex woks upon dispatch, including in case of
partial deliveries. Dispatch shall be at Customer’s expense, if dispatch of the ordered goods is delayed by reasons for which Customer is responsible, the risk of loss the goods shall pass to Customer in the moment the planned date of dispatch of the goods.
§ 5 Retention of title
Goods delivered shall remain our property until complete payment. Customer shall revocably be entitled to resale of the delivered goods within the course of its customary business dealings. Customer here and now assigns all the claims and subsidiary rights accruing to it from resale to us. Upon request by us, Customer shall be obliged to notify the assignment to third parties for purposes of payment to us and to give the information and hand over the documents necessary for claiming of our rights. Customer shall be permitted to process and reshape the goods that are subject to retention of title and to blend them with other objects. Processing or reshaping shall be done on our behalf. We shall directly become owner of the object manufactured by processing or reshaping. Given that goods that are subject to retention of title can be combined with real estate or movable objects by Customer or its customers, Customer hereby assigns to us claims with all ancillary rights accruing to it as remuneration due to the combination by way of security. The aforementioned assignment includes also all claims of Customer against his customer or other parties from the installation of the goods (for example as per § 8 no. 3 para. 3 VOB (German Construction Contract Procedures)). Customer shall not be authorised to make other disposals of the goods that are subject to retention of title. If Customer falls into arrears with its payment obligation or breaches one of the duties resulting from the retention of title, we are entitled to demand return of the goods that are subject to retention of title and to collect them from Customer.
§ 6 Complaints and warranty
Customer shall be obliged to examine the goods – every partial delivery on its own – immediately after delivery and to notify us in writing of all and any defects and deviations from the order without delay, albeit no later than 8 calendar days after receipt of the goods. If the complaint is not made within the aforementioned period, the delivery shall be deemed to be as contractually agreed as far as defects are concerned which could be recognized by a careful examination of the goods. If Customer has properly complied with its duties to examination and notification of defects, we shall warrant for defects in the goods by remedying them or delivering new goods, at our option. A right to rescission or reduction of price or damages instead of performance shall only exist if remedying of the goods has been unsuccessful, has completely failed twice or is unacceptable. We shall assume no warranty for damage that is based on unsuitable or improper use or storage, defective assembly by Customer or third parties, plus wear and tear. For a remedied good, the warranty period shall be 3 months. This period does not end before the original warranty period.
§ 7 Damages and liability
(1) We are fully liable in accordance with statutory law if the damage claims of Customer are based on a negligent or intentional harm to life, body or health and in accordance with the mandatory provisions of the product liability act.
(2) Regarding all other claims, the following applies: If the damage claim is based on slight negligence, we are only liable for the breach of an essential obligation (cardinal obligation). The liability for a breach of an essential obligation with slight negligence is limited to damages foreseeable and typical to the subject matter of the contract. Our liability for indirect and consequential damages is excluded.
(3) Damage claims and warranty claims of Customer become time barred within 12 months. Damage claims based on a negligent or intentional harm to life, body or health and in accordance with the mandatory provisions of the product liability act become time barred in accordance with statutory law.
§ 8 Setoff/right of retention
Customer may set off claims only if the counterclaim of Customer is undisputed, has become final (“res judicata”) or has been acknowledged by us.
§ 9 Place of jurisdiction and applicable law
Place of performance shall be Hamburg. The exclusive place of jurisdiction shall be Hamburg.
German law applies, with the exception of the German rules regarding the conflict of laws. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.