A. GENERAL PROVISIONS
I. Offer, order
The offers of the supplier (Schönborner Armaturen GmbH) are subject to confirmation. 2.
The supplier reserves the right to make acceptance of an order dependent on the opening of an irrevocable bank guarantee. The acceptance of the order and other agreements shall only become binding for the supplier upon his written confirmation. Subsequent amendments and ancillary agreements require the written confirmation of the supplier. 3.
3. amendments and/or supplements to these terms and conditions shall only be effective if agreed in writing. They shall not be recognised even if the supplier does not expressly object to them again after receipt. These terms and conditions shall be deemed to have been accepted at the latest upon receipt of the goods.
These terms and conditions shall also apply to all future transactions, agreements, deliveries, services and consultations with the supplier. 5.
5. non-acceptance of deviating order confirmations and invoices must be made in writing within 14 days. The non-acceptance of invoices does not release from the payment obligation. 6.
The supplier retains ownership and copyright of the documents belonging to the offer (illustrations, drawings, descriptions, etc.); they may only be made accessible to third parties if they are intended to be passed on. Otherwise they must be returned to the supplier on request. 7.
(7) The information, drawings, illustrations, technical data, descriptions of weights, dimensions and services contained in brochures, catalogues, circulars, advertisements, price lists or in the documents pertaining to the offer are non-binding unless they are expressly designated as binding in the order confirmation.
The Purchaser shall remain solely responsible for drawings, plans and other technical documents provided by him even if these are approved by the Supplier.
(1) Prices are ex works, net cash plus freight, packaging and VAT. The invoice date is identical with the date of delivery;
Exceptions require mutual agreement.
The supplier’s prices are calculated on the basis of EUR. In the case of sales in other currencies, the Purchaser shall bear the risk from the conclusion of the contract. The exchange rate quoted in Germany on the date of issue of the order confirmation shall apply. 3.
3. rework, price increases and specifications permitted in accordance with the list prices of the upstream suppliers shall likewise entitle the supplier to rework. All additional charges, public levies as well as any new taxes, freight charges or their increases, by which the delivery is directly or indirectly affected and made more expensive, are to be borne by the customer. All other cost increases occurring after conclusion of the contract (material, wage, energy costs, etc.) shall entitle the supplier to rectification within the framework of the law.
III. Terms of payment
1. payment of the purchase price shall be made to the supplier within the agreed period or on the agreed dates in cash without deduction or by transfer to the supplier’s account, irrespective of receipt of the goods and without prejudice to the right to give notice of defects, offsetting against a disputed claim or a claim that has not been established by a court of law. Retention is not permitted. 2.
2. the supplier’s invoices are payable net within 30 days from the date of invoice or within the contractually agreed period.
Cheques and properly taxed bills of exchange eligible for rediscount at the Bundesbank shall only be accepted by the supplier on the basis of special agreements and on account of payment. Bills of exchange or cheques shall be credited subject to receipt with the value date of the day on which the supplier can finally dispose of the equivalent value. All costs and expenses resulting therefrom shall be borne by the customer. 4.
In the event of default of payment by the Purchaser, interest and commission shall be charged in accordance with the respective bank interest rates for short-term loans, but at least interest in the amount of 3% above the respective discount rate of the Deutsche Bundesbank. We reserve the right to claim further damages for default. 5.
All claims of the supplier shall become due immediately, irrespective of the term of accepted and credited bills of exchange, if the terms of payment are not complied with or if the supplier becomes aware of circumstances which, according to dutiful commercial judgement, are suitable to reduce the creditworthiness of the customer. Without prejudice to further legal rights, the supplier is also entitled to make outstanding deliveries only against advance payment or to withdraw from the contract after a reasonable period of grace or to claim damages for non-performance. Until his claims have been met, the Supplier may also, without withdrawing from the contract, prohibit the resale and processing of the delivered goods and demand the return of the goods at the Purchaser’s expense or take possession of them, without the Purchaser having any right of retention or similar right. The supplier shall be entitled to realise the goods taken back by private sale to offset the outstanding purchase price claim less any costs incurred. 6.
(6) If the supplier is entitled to claim damages for non-performance, his lump-sum claim for damages shall amount to 10% of the purchase price without being obliged to prove the damage. However, the customer shall be entitled to prove that no damage at all or not this amount of damage has been incurred.
IV. Retention of title
(1) All goods delivered (reserved goods) shall remain the property of the supplier until all claims, in particular also the respective balance claims, to which the supplier is entitled against the purchaser, irrespective of the legal grounds, have been settled. This shall also apply if payments are made on specially designated claims. 2.
2. processing of the goods subject to retention of title shall be carried out for the supplier as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating him; the processed goods shall be deemed to be goods subject to retention of title. If the reserved goods are processed, combined or mixed with other goods by the Purchaser, the Supplier shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If the Supplier’s ownership expires as a result of combining or mixing, the Purchaser hereby transfers to the Supplier the ownership values of the reserved goods to which it is entitled. He shall keep them in safe custody for the supplier free of charge. The resulting co-ownership rights of the Supplier shall be deemed to be reserved goods. 3.
The Purchaser may only sell Retained Goods in the ordinary course of business and as long as he is not in default vis-à-vis the Supplier, provided, however, that the claims arising from the resale shall pass to the Supplier in accordance with Clause 5. The installation in ships or in systems connected with buildings or the use for the fulfilment of other contracts for work and services or contracts for work and materials by the Purchaser shall be deemed equivalent to resale. 4.
(4) If the Purchaser incurs claims against insurers or other third parties as a result of damage, reduction, loss or destruction of the Retained Goods or for other reasons, such claims, including all ancillary rights, shall also be assigned by the Purchaser to the Supplier in advance in lieu of the proceeds of the sale and to the same extent.
5. if the supplier asserts the reservation of title, this shall only be deemed to be a withdrawal from the contract if the supplier expressly declares this in writing.
6. rights arising from the retention of title and all special forms thereof stipulated in these terms and conditions shall apply until full release also from contingent liabilities which the supplier has entered into in the interest of the purchaser.
(7) The Purchaser may not dispose of or permit the disposal of the Retained Goods in a manner that does not comply with the aforementioned conditions.
(8) The supplier is entitled to insure the goods subject to retention of title against fire, storm, mains water and burglary at the expense of the purchaser, unless the purchaser has demonstrably taken out the insurance itself.
V. Cancellation, return of goods
Orders may only be cancelled with the written consent of the supplier. The supplier is entitled to demand 25% of the contract price without proof of damage to compensate for his general expenses. The supplier reserves the right to claim higher damages. Goods already delivered shall only be taken back if they are made available to the supplier free works in a defect-free condition.
VI. Place of performance, place of jurisdiction and applicable law
The place of performance for both contracting parties is Doberlug-Kirchhain. 2.
2. the place of jurisdiction for all disputes arising out of or in connection with this contract – including proceedings based on documents, bills of exchange and cheques – shall be Doberlug-Kirchhain. The Supplier shall also be entitled to sue the Purchaser at its principal place of business or any other permissible place of jurisdiction. If the Purchaser is not a registered trader, the statutory provisions shall apply. 3.
3. the law applicable at the supplier’s head office shall apply. The uniform laws on the international purchase of movable goods are not applicable. 4.
4. information, for example in brochures, leaflets, catalogues, price lists, etc., shall not become part of the contract without special agreement. They do not contain any legally binding declarations and in particular do not justify the assumption of warranted characteristics, otherwise independent promises or concrete instructions for action. This also applies to the use of standard or conformity markings. 5.
If orders or correspondence are not conducted in German, the documents in German shall be decisive for determining the content of the contract. We accept no liability for translation errors.
B. EXECUTION OF THE DELIVERY
I. Delivery periods, delivery dates
(1) Delivery periods and dates deviating from the Supplier’s order confirmation shall only be binding for the Supplier if the Supplier has subsequently confirmed them in writing.
The delivery periods shall commence upon receipt of the Supplier’s order confirmation, but not before complete clarification of all details of the order and the provision of any necessary domestic and foreign official certificates.
They shall also be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of the supplier. 3.
The agreed delivery period shall be extended – without prejudice to the Supplier’s rights arising from default on the part of the Purchaser – by the period during which the Purchaser is in arrears with its obligations under this or any other contract, plus a reasonable start-up period.
Partial deliveries are permissible. 4.
In the event of default on the part of the Supplier, the Purchaser shall be obliged to grant the Supplier a reasonable period of grace with the express declaration that it will refuse to accept the delivery not yet made after the expiry of this period and that it will withdraw from the contract. With regard to any partial deliveries made by the expiry of the period of grace, however, the withdrawal from the contract shall only become effective if the Purchaser has a legitimate interest in rescinding the contract also with regard to such partial deliveries.
(5) If the Purchaser suffers damage as a result of a delay in delivery for which the Supplier is responsible, the Purchaser may claim compensation. Such compensation shall not exceed the amount of the damage suffered, but shall not exceed 0.5 per cent for each full week of delay and shall in total not exceed 5 per cent of the value of that part of the total delivery
which, as a result of the delay, cannot be used in time or cannot be used in accordance with the contract. Further claims are excluded, irrespective of the legal grounds.
II. Force majeure and other delivery conditions
Events of force majeure shall entitle the supplier to postpone the delivery for the duration of the impediment plus a reasonable start-up period or to withdraw in whole or in part from the part of the delivery not yet fulfilled. Force majeure shall be deemed to include strikes, lockouts, mobilisation, war, blockades, export and import bans, raw material and fuel shortages.
The same shall apply to force majeure in the event of strike, lockout, mobilisation, war, blockade, export and import bans, shortage of raw materials and fuel, rejection of important components, fire, traffic blockages, disruption of operations or transport and other unforeseen hindrances which are beyond the control of the supplier, irrespective of whether they occur at the supplier, his sub-supplier or one of their sub-suppliers. 2.
(2) The Purchaser may require the Supplier to declare whether it intends to deliver within a reasonable period of time or to withdraw from the contract. If the supplier does not make a declaration within a reasonable period of time, the customer may for its part withdraw from the part of the delivery not yet fulfilled. 3.
3. the declaration made to the supplier by its pre-supplier or sub-supplier regarding the circumstances that have occurred to it in accordance with clause 1 shall be deemed sufficient evidence that the supplier is prevented from making the delivery.
III. Shipping and transfer of risk
The supplier shall determine the forwarding agent or carrier. In the absence of a special agreement, the route and means of dispatch are left to the supplier’s choice – to the exclusion of any liability. If the supplier acts as freight forwarder, the General German Freight Forwarders’ Terms and Conditions shall apply. 2.
Goods notified as ready for dispatch on the agreed date must be called off immediately. Otherwise, the Supplier shall be entitled to store them at the Purchaser’s expense and risk at his own discretion and to invoice them as delivered ex works.
In the case of carriage paid delivery, the means of transport must be unloaded immediately. Waiting times shall be borne by the customer. 3.
(3) The risk shall in any case pass to the customer upon notification of readiness for dispatch, if this is omitted or not received, at the latest upon handover to the forwarder or carrier or upon loading onto the supplier’s vehicles – even in the case of carriage paid delivery.
In the case of delivery free place of use, the Purchaser shall ensure a free and secured transport route. Unloading shall be the responsibility of the customer, who shall wait for delivery on the announced delivery date; otherwise unloading and stacking or storage shall be at the expense and risk of the customer. 5.
5. in the event of defects in the delivery items, these shall nevertheless be accepted by the customer without prejudice to his rights under Art. BV, unless they are caused by gross negligence on the part of the supplier. 6.
6. if insurance policies are taken out at the request of the customer, the customer shall bear the costs thereof. 7.
(7) The customer shall be obliged to notify the supplier of any transport or storage damage immediately upon receipt of the consignment and, upon request, to send him the necessary documents for making a claim against the insurance company. This shall also apply if the insurance was not taken out at the request of the Purchaser.
If the Purchaser breaches this obligation, it shall compensate the Supplier for any damage arising therefrom. 8.
If the supplier culpably delays the dispatch of shipping documents or other evidence, the supplier shall only be liable for the consequences in the event of intent and gross negligence.
The supplier shall be liable for defects in the delivery, which also include the absence of expressly warranted characteristics, to the exclusion of further claims as follows. 1:
1. the warranty period for deliveries and services of the supplier shall be 2 years from the transfer of risk. The supplier shall only be liable for third-party products to the extent that its upstream suppliers are liable to and perform for the supplier. 2.
2. the time of the transfer of risk shall be decisive for the contractual condition of the goods. 3.
(3) After the agreed acceptance of the goods by the customer or its agents, the notification of defects which can be detected during the agreed type of acceptance shall be excluded.
(4) The customer shall inspect the delivery item immediately upon receipt with the thoroughness that can reasonably be expected of him under the given circumstances; any defects ascertained in the process shall be notified in writing within a preclusive period of two weeks.
(5) All parts which prove to be unusable or significantly impaired in their usability within the warranty period due to circumstances prior to the transfer of risk – in particular due to faulty design, poor materials or defective workmanship – shall be repaired or replaced free of charge at the Supplier’s reasonable discretion, if necessary several times, or the defective parts shall be taken back.
The Purchaser shall have the right to rescind the contract if the Supplier allows a reasonable period of grace granted to it for the repair or replacement of a defect for which it is responsible within the meaning of the terms of delivery to expire fruitlessly through its own fault. The Purchaser’s right to rescind the contract shall also apply in other cases of failure of repair or replacement by the Supplier. 7.
7. the warranty does not extend
a) to damage which has occurred as a result of natural wear and tear, defective installation and assembly work and faulty commissioning, faulty or negligent handling, improper use, use of unsuitable operating materials, in particular failure to observe the operating and maintenance instructions;
b) to consequences and damage caused by improper modifications or repair and maintenance work;
c) to delivery parts which are subject to increased natural wear due to their material composition or their type of use, such as seals, fuses, etc. 8.
The customer shall give the supplier the necessary time and opportunity to carry out all necessary repairs and replacement deliveries, otherwise the supplier shall be released from liability for defects. If this delivery item continues to be used despite the defect, the supplier shall only be liable for the original defect, but not for any damage caused by the continued use. 9.
The warranty for the replacement part and the repair shall be the same as for the original delivery item, but the warranty shall only apply until the end of the warranty period for the original delivery item. 10.
The Supplier may refuse to remedy defects as long as the Purchaser fails to fulfil its obligations to the extent required by law. Any improper modifications or repair work carried out by the Purchaser or third parties without the Supplier’s consent shall invalidate any liability for the consequences thereof. 11. If the Purchaser gives the Supplier notice of any defect, the Supplier shall be entitled to claim damages.
If the Purchaser does not give the Supplier the opportunity to convince itself of the defect, all claims based on defects shall be forfeited. 12.
(12) The Purchaser’s right to assert warranty claims shall expire one month after the Supplier’s written rejection of the notice of defect, but no later than the expiry of the warranty period.
(13) Negotiations on complaints shall not constitute a waiver by the Supplier of the objection that the complaint was not made in good time or was insufficient. Agents sent to inspect defects shall only be entitled to determine the defects, but not to acknowledge them with effect against the supplier. 14.
14. further claims of the customer, in particular a claim for compensation for damage which has not occurred to the delivery item itself, are excluded.
I. Partial ineffectiveness
Should individual terms and conditions be invalid in whole or in part, the remaining terms and conditions shall remain valid. Invalid terms and conditions shall be replaced by provisions that come closest to the economic purpose of the contract while adequately safeguarding the interests of both parties.
II. No third-party beneficiary, prohibition of assignment
No rights of third parties shall be established by this contract. Any assignment of rights and claims under this contract by the Purchaser shall require the Supplier’s written consent.
D. PACKAGING, FREIGHT, SHIPPING AND EXCHANGE
– Free delivery from a net goods value of € 1,800.00
General cargo packaging:
– EUR mesh box pallet 1,200 x 800 x 970 mm, one long wall with two flaps
– EUR wooden exchange pallet 1,200 x 800 x 140 mm
– EUR wooden exchange pallet 1,200 x 800 x 140 mm plus corrugated cardboard folding box 1,200 x 800 x 200 mm
– EUR-wood exchange pallet 1.200 x 800 x 140 mm plus corrugated cardboard folding box 1.200 x 800 x 800mm
– Wooden extension frame 200 mm, for EUR wood exchange pallet 1,200 x 800 mm
– The belt dimension – (height + width) x 2 + length – serves to limit the dimensions of goods to be transported and may not exceed 3 m.
– Maximum dimensions; l=2,000 mm, h=600 mm, w=800 mm.
– Maximum weight: 40 kg
These were developed in cooperation with parcel service companies and packaging manufacturers for the safe transport of installation sets.
– Corrugated cardboard folding box, art. no.: 011.300 incl. two polystyrene inserts for installation sets up to DN 350 and pipe cover of 1.30 – 1.80 m.
– Corrugated cardboard folding box Art. no.: 011.020 incl. two polystyrene inserts for installation sets up to DN 350 and pipe coverage of 1.70 – 2.70 m
– Corrugated cardboard folding box art. no.: 011.30 incl. two polystyrene inserts for installation sets up to DN 400 to DN 800
Construction lengths over 2.00 m are packed in special packaging consisting of two special wooden planks and several polystyrene inserts. Wrapped in stretch film, these installation sets are additionally protected from dirt.
Standard deliveries at € 15.00, express deliveries at € 45.00 (delivery guarantee 24 hours)
– will be credited to the customer’s account with a 25% redemption refund and offset against the next invoicing. A payout of the credit note will not be accepted. A written promise to take back the goods and the amount of the credit note shall only be legally binding after the goods have been delivered free of charge and the incoming goods inspection has been carried out.
– are generally excluded from exchange. A custom-made product is a product which has a customer reference or which is declared as a custom-made product.