TERMS OF SALES AND DELIVERY of SWS Spannwerkzeuge GmbH 01/2020
1. Scope
All deliveries and services of SWS are subject to these general sales and delivery conditions. Merchants within the meaning of commercial law and legal entities under public law and special funds under public law (according to Section 24 of the General Terms and Conditions Act) accept these sales and delivery conditions by accepting our deliveries and services. Otherwise, all deviating agreements and additional agreements require the written consent of SWS.
2. Offers, conclusion of the contract
Contracts are concluded through our written order confirmations; Until then the offers from SWS subject to change. We reserve the right to any documents relating to offers, order confirmations and documentation, such as illustrations and drawings SWS all property rights, copyrights, other industrial property rights and rights arising from know-how. These documents must be kept secret from third parties and may only be used to carry out the respective order. These documents identify the subject matter of the contract and do not represent a guarantee of properties.
Wage work – payable without deductions immediately upon receipt of the invoice (deviating from the standard conditions for goods deliveries mentioned below).
For all compensation services, in particular the amount of damages, the economic circumstances of the contractual partners, the type, scope, duration of the business relationships and the value of the services must be taken into account in good faith.
3. Delivery and performance
Delivery and service deadlines or dates are deemed to have been met if SWS reports readiness for dispatch or ships the goods within this period. If the delivery or service is delayed due to entry for SWS In the event of unavoidable events that were not foreseeable when the contract was concluded, the delivery and service deadline will be extended accordingly. In any case it has SWS the right to exceed specified delivery times by up to 30 calendar days.
Delays in delivery and performance due to force majeure - this includes, in particular, strikes, lockouts, official orders, even if they are suppliers of SWS concerns, entitled SWS to postpone the delivery or service for the duration of the hindrance plus an appropriate start-up time or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled.
At the customer's request, goods will be dispatched at his risk. Unless otherwise agreed, the shipping route and means will be carried out by SWS set. The risk is transferred to the customer or to the carrier and to the customer upon handover.
Transport insurance is provided by SWS covered at the customer's request and charged separately. If shipping is delayed due to circumstances for which the customer is responsible, the risk passes to the customer from the time the readiness for shipping is reported. Items delivered must be accepted by the customer without prejudice to his warranty rights, even if they have minor defects.
In the case of framework agreements, reserves the right SWS reserves the right to set a one-month grace period for acceptance of goods that do not belong to the standard range at the end of the term and to subsequently invoice these goods or to charge appropriate storage and retention fees until acceptance.
4. Prices and payment terms
The prices are ex works plus the VAT valid on the day of invoicing. Packaging, freight and insurance costs and any
Fees will be billed additionally. For small orders under 75 € order value will be charged SWS a handling surcharge of €30.
In the event of a significant increase in manufacturing costs, the reserves the right SWS reserves the right to calculate the prices valid at the time of delivery.
Invoices must be paid within 10 days without deductions. Retained from maturity SWS the charge of standard market interest and reminder fees of €5 each
Warning ahead. Cash discounts, rebates or payment terms become invalid if the customer is in arrears with payment for earlier deliveries or if composition or insolvency proceedings have been opened or applied for against his assets. In these cases reserves SWS reserves the right to only deliver or provide the delivery of ordered goods or services against cash payment.
The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been approved SWS are recognized.
In case of late payment SWS entitled, from the relevant point in time, to charge interest in the amount of the respective loan interest SWS would be charged in the event of an account overdraft. We reserve the right to assert further damages.
Be of SWS If bills of exchange or checks are accepted, all costs incurred shall be borne by the buyer. If a bill of exchange or check handed over by the seller is protested, the seller stops payments or other circumstances become known that call the buyer's creditworthiness into question, all claims SWS to which the buyer is entitled, regardless of the legal basis, is due for payment immediately. The same applies if the buyer does not comply with the agreed payment terms or SWS initiates legal dunning or legal action proceedings against the buyer after the default occurs.
5. Retention of title
SWS reserves ownership of the delivered goods until all claims from the delivery and service contracts have been paid, and from merchants also until all claims from the existing business relationship with the customer have been paid, including costs and interest incurred. If the customer behaves in breach of contract, particularly in the event of late payment SWS entitled to take back the purchased item. Taking back the goods does not constitute a withdrawal from the contract. However, SWS is entitled to sell the returned goods elsewhere and to credit the actual proceeds to the customer after deducting the recycling and return costs.
The customer may further process the goods in the normal course of business or resell them subject to a mandatory agreement on an extended and expanded retention of title. He is not entitled to make any other orders. Further processing of goods is carried out for SWS performed. In the case of joint processing for several suppliers SWS the co-ownership according to §§ 947 ff. BGB. If the customer combines or mixes the purchased item with an item that is his property in such a way that the customer's item is viewed as the main item, the customer transfers the item SWS already now a co-ownership share in the main item in the ratio in which the value of the purchased item is to the value of the main item. The co-ownership part of the SWS remains the property of the customer, who keeps the purchased item safe.
The customer has SWS In the event of seizure or other interventions by third parties, to notify the seizure creditor immediately in writing and to inform the seizure creditor of the existing retention of title. A transfer of title as security is not permitted. If the realizable value exceeds the for SWS existing security the claim total is more than 20% SWS obliged to release securities of their own choosing.
6. Warranties
The customer is obliged to check the delivered goods immediately, even if they are packaged. Open defects must be reported within one week of receipt; Hidden defects must be reported in writing and in a verifiable manner within one week of detection.
All warranty claims expire as soon as the customer works on the purchased item within the warranty period without the express consent of the SWS carries out repairs or attempts to remedy the defect itself. Furthermore, there are no warranty claims for failures that are due to normal wear and tear.
SWS delivers functional goods. A guarantee for the usability of the goods for the purpose intended by the customer SWS only based on express written assurance.
Warranty claims expire after 6 months from delivery. Deliver within this period SWS If the complaint is justified, we will, at our own discretion, replace the goods free of charge, repair the goods complained about or grant a price reduction. In the event of delayed, omitted or failed repairs or replacement services, the customer can, at his discretion, demand a reduction in the remuneration or cancellation of the contract.
Furthermore, liability for consequential damage caused by defects is excluded unless SWS gross negligence or intent are to be blamed. The exemption from liability also does not apply if the customer asserts claims for damages due to non-performance in accordance with Sections 468, 480 II BGB due to the lack of an expressly guaranteed feature. The obligation to pay compensation is limited to foreseeable damage.
7. Joint Liability
Insofar as in § 6 the liability of SWS is limited or excluded, this also applies to all other claims, including claims due to negligence when concluding the contract, breach of secondary obligations and claims arising from producer liability in accordance with Section 823 of the German Civil Code (BGB). This also applies to the personal liability of employees, agents and representatives as well as vicarious agents SWS. The only exceptions to this limitation or exclusion of liability are claims in accordance with Sections 1 and 4 of the Product Liability Act as well as claims for all cases of inability and impossibility.
The statute of limitations for claims between SWS and the customer is governed by § 5, unless claims from producer liability in accordance with § 823 ff. BGB are in question.
8. Final provisions
Should a provision of these sales and delivery conditions or one of the other agreements made be or become invalid, this will not affect the validity of the remaining provisions. The contractual partners are obliged to replace the ineffective provision with a provision that is as economical as possible.
The place of performance for deliveries or services and payments is Schlüchtern.
German law applies exclusively to all deliveries and services. The place of jurisdiction is Schlüchtern. SWS is, however, entitled to bring proceedings against the customer at its general place of jurisdiction or the place of jurisdiction responsible for its place of business.
The customer's data required to process business transactions is used in data processing SWS saved.
As of: 01/2020