GENERAL TERMS AND CONDITIONS

1. Scope of Application

The following general terms and conditions apply to all contracts for deliveries and services between us and natural or legal persons, insofar as these are not consumers within the meaning of § 13 BGB.

2. Acknowledgment of the general terms and conditions

The following conditions apply to all deliveries and services, unless other agreements have been expressly made in writing. They also apply to all future contracts, unless their validity is expressly contradicted in individual cases.

Conflicting or deviating conditions of the contractual partner are not recognized. They do not become part of the contract even if we do not expressly contradict them.

3. Subsidiary agreements, delivery dates

Subsidiary agreements to the contract, especially delivery dates agreed outside of the written contract require written confirmation to be effective. This does not apply to agreements made after the contract has been concluded.

4. Delivery, force majeure

Our offers are subject to change until the contract is concluded.

Reasonable partial deliveries are permitted.

In the event of force majeure or other unpredictable, extraordinary and no fault of our own - e.g. B. in the event of material procurement difficulties, operational disruptions, strikes, lockouts, lack of means of transport, official interventions, energy supply difficulties and the like - even if they occur with upstream suppliers - a possible delivery period is extended to an appropriate extent if we are hindered from fulfilling our obligation in good time , This does not apply if we are responsible for a takeover, pension or averting fault.

If the performance becomes impossible or unreasonable for us due to the aforementioned circumstances, we will be released from the performance obligation.

If the delivery delay lasts longer than two months, the contractual partner is entitled to withdraw from the contract. If the delivery time is extended, we are released from the obligation to perform or if the contract partner withdraws, the contract partner cannot derive any claims for damages from this, provided the aforementioned reasons exist.

We can only refer to the above-mentioned circumstances if we notify the contractual partner immediately.

5. Shipping and transfer of risk

Unless otherwise agreed, the place of performance for our obligation is our place of business. Our services take place, insofar as we take over the dispatch, according to § 447 BGB. This does not apply insofar as we deliver with our own vehicles, neither does it apply to mail order sales.

Insurance against transport damage is only taken out at the express request and at the expense of the contractual partner. The costs of transport and packaging are calculated separately, unless otherwise agreed.

We take back the packaging in accordance with the provisions of the packaging ordinance. The contractual partner is obliged to deliver the packaging at his own expense, namely cleaned, free of foreign substances and sorted according to different packaging if necessary. If this obligation is not fulfilled, we are entitled to charge the contractual partner with the additional costs incurred through cleaning and sorting.

6. Price increases

If the contract is concluded at our usual prices and the material and processing costs on which our calculation is based increase between the conclusion of the contract and acceptance, without our being to blame, we are entitled to increase our prices accordingly by the increased costs.

7. Samples, quotes

Samples are billed separately.

Unless otherwise agreed, cost estimates are to be remunerated.

8. Copyright, confidentiality

We reserve ownership rights and copyrights to illustrations, drawings, samples and other documents that we hand over to our contractual partner in connection with the execution of the order. They may not be made accessible to third parties without our consent and must be returned to us immediately on request.

Unless otherwise expressly agreed, the information given to us by the contractual partner in connection with the order and its execution is not considered confidential.

9. Terms of payment

All prices are plus the applicable sales tax.

Unless otherwise agreed, our invoices are payable without deduction within 10 days.

We reserve the right to refuse bills of exchange. In any case, they are only accepted on account of payment. Discount and bill charges are borne by our contractual partner and are due immediately.

Default interest is charged at 8% p. a. calculated above the base rate. The assertion of a higher damage caused by delay remains open to us.

With counterclaims that are not expressly recognized by us or have been legally established, offsetting against our claims is not permitted.

If our contractual partner culpably defaults on his payment obligations, we are entitled to withhold our own delivery and performance obligations from the contractual relationship. We are entitled to request the contractual partner to set a reasonable period of time to provide security for the payment claims arising from the contract. After this period has expired, we can withdraw from the contract or make the entire payment obligation of the contractual partner due. In the latter case, we are obliged to discount the amount that is not yet due with the contractual interest at which we refinance ourselves.

10. Warranty for defects

For our deliveries and services we provide a guarantee of freedom from defects for a period of one year from delivery. The legal regulation applies if we supply building materials that lead to the deficiency of a building.

If defects occur in the goods or services delivered by us within the warranty period, we are entitled, at our discretion, to remedy them by means of rectification or replacement. Only after the subsequent performance has failed twice will the contract partner be entitled to either request a reduction in the remuneration (reduction) or to withdraw from the contract.

Insofar as we renew parts as part of the rework, this does not extend the warranty.

The contractual partner is obliged to examine the goods immediately upon arrival, insofar as this is feasible in the ordinary course of business, and to notify us immediately if a defect becomes apparent. If he fails to do so, the goods are deemed to be approved, unless it is a defect that was not or would not have been recognizable during the inspection.

If such a defect shows up later, the notification must be made immediately after the discovery, otherwise the goods are also considered in consideration of this defect. In order to safeguard the rights of the contractual partner, it is sufficient to send the notification in good time.

Defects in part of the delivery do not entitle the customer to object to the entire delivery, unless the defect-free part would be of no interest to the contractual partner. Claims of our contractual partner from § 478 BGB remain unaffected.

11. Damages, withdrawal due to breach of duty, guarantee

Claims of the contracting party beyond the warranty claims due to breach of duty on our part for damages are excluded.

This does not include damage to life, limb or health if we are responsible for the breach of duty and other damage that is based on an intentional or grossly negligent breach of duty on our part. Our breach of duty is equivalent to that of a legal representative or vicarious agent.

The aforementioned limitation of liability also does not apply if damages are asserted due to a breach of duty for which we are responsible. In this case, however, our liability is limited to the direct average damage typical for the contract and reasonably foreseeable depending on the type of product.

If we are responsible for a breach of duty, the contractual partner is entitled to withdraw from the contract under the legal conditions, unless it is a defect.

If we have given a guarantee, we are liable within the framework of the legal regulations.

Our liability according to the Product Liability Act and the statutory provisions in the event of fraudulent concealment of a defect or the submission of a quality guarantee remains unaffected by the foregoing.

12. Retention of title

All delivered goods remain our property (reserved goods) until all claims against the contractual partner from the entire business relationship have been paid in full, regardless of the legal reason.
The retention of title also extends to the recognized balance insofar as we book receivables from the contracting party in the current account (current account reservation).

In the event of culpable breach of contract by the contractual partner, particularly in the event of delayed payment, we are entitled to take back the goods subject to retention of title.

The contractual partner is obliged to insure the goods subject to retention of title against the risk of accidental loss, in particular theft, fire, breakage and water damage, and to prove to us that the insurance has been taken out by publishers. He must carry out repair, maintenance and servicing work on the reserved goods at his own expense, if such are necessary.

The contractual partner is entitled to resell the reserved goods in the ordinary course of business. In the event of a resale, he hereby assigns to us the claims and other claims (including VAT) to which he is entitled from the resale against his customer or third party with all ancillary rights, regardless of whether the reserved goods are resold without or after further processing has been. We accept this assignment. The contractual partner is entitled to collect the claims arising from the resale even after assignment, as long as he duly fulfills his contractual obligations, in particular payment obligations, and does not default.

He has to keep received money in trust and transfer it to us, as far as our claim still exists. If the contractual partner processes goods subject to retention of title, transforms them or processes them with other goods, this is always done for us and we are entitled to co-ownership of the new goods in the ratio of the value of the processed goods subject to retention of title to the other goods at the time of loading. or processing too. The contractual partner is already transferring the co-ownership that may arise from combining, mixing or mixing the delivered goods with other items, and we accept this transfer. The contractual partner will keep the matter safe for us with commercial care.

The contractual partner hereby assigns the claims to which he is entitled from the resale or another legal reason relating to the goods subject to retention of title in the amount of the value of the co-ownership share to us to secure all claims from the business relationship, we accept this assignment.

At our request, the contractual partner must notify his third-party debtors of the assignment, request them to only be paid to us and, in addition, provide us with all the documents and information required to assert the claim. At our option, we are also entitled to disclose the assignment ourselves.

The assertion of rights from the agreed retention of title in the event of our contracting partner's default in payment, including the request for surrender, do not count as a withdrawal from the contract, unless we have expressly stated this. In the attachment of the goods subject to retention of title, we always withdraw from the contract.

In the event of seizure or other access by third parties to the goods subject to retention of title or the assigned claims, the contractual partner must notify us of this immediately in writing and by handing over the documents necessary for the intervention.

Insofar as the third party is unable to pay us the judicial and extrajudicial costs of a lawsuit in accordance with To reimburse § 771 ZPO, the contractual partner is liable for the loss we incurred.

13. Release clause

If the realizable value of the collateral to which we are entitled pursuant to Section 12 in total exceeds our total claim from the business relationship by more than 20%, the contractual partner is entitled to request that existing collateral be retransferred up to the amount of the excess

14. Data protection

In accordance with our obligation under the Data Protection Act, we would like to point out that we electronically store the data of our contractual partners that is necessary to carry out the business process.

15. Jurisdiction

The place of jurisdiction for all disputes arising from the contractual relationship between the parties is the location of our headquarters, Solingen.

16. Applicable law

The law of the Federal Republic of Germany applies exclusively to the mutual obligations arising from the contract.

Contact us

Always flexible, always available. Contact us. Your personal contact partner will always be on hand with professional advice. We are located centrally in the industrial area "Scheuren" in Solingen-Merscheid.

Schmitz Apparate- und Maschinenbau GmbH & Co. KG
Stephanstraße 20 | 42655 Solingen
Tel +49 212 20 641 - 30 | E-Mail info@sss-schmitz.de

© 2019 Schmitz - Apparate- und Maschinenbau GmbH & Co. KG