General Terms and Conditions of Spindel und Präzisionslager GmbH
I. Applicability of our Terms and Conditions
Our deliveries, services and offers are exclusively on the basis of these Terms and Conditions. Claims to the contrary by the purchaser in reference to their own business and purchase conditions are hereby excluded, nor do they become contractual through our silence or the performance of our service.
II. Offers, order confirmations and specifications
2.1.
Our offers are non-binding and subject to alteration unless explicitly agreed otherwise. This also applies to additions, amendments or subsidiary agreements, as well as subsidiary agreements or assurances by our employees and representatives. Our written order confirmation exclusively determines the scope of the delivery or service.
2.2.
Drawings, images, measurements, weight or other specifications are customary sector standards and are only binding if explicitly agreed in writing. This also applies to properties that the purchaser expects according to our public statements, especially on the basis of advertising, labelling or commercial practice. These properties are only part of the agreed specification if they are confirmed explicitly in writing. This also applies to warranties. We reserve the right to amend the construction and form during the delivery period, especially those due to improving the technology or legal requirements, insofar as the goods are not significantly altered or the suitability of the ordered goods for the contractually agreed or typical usage is not compromised.
2.3.
We retain the proprietary rights and copyright to the samples, cost estimations, drawings, material and immaterial information – also in an electronic form. They may not be made available to third parties and may not be used by the purchaser to manufacture the objects in question themselves.
III. Prices and payments
3.1.
Our prices are in euros and are net prices excluding the respective legal VAT, ex-works including loading, but excluding packaging, loading and assembly. If assembly has been agreed with the purchaser, the latter shall bear the resulting additional costs.
3.2.
Payments are due – unless agreed otherwise – immediately upon receipt of the invoice and are payable without deductions within 10 days. The date of receipt of payment determines the timeliness of the payment. All payments must be made only to the accounts stated on the invoices.
3.3.
If the purchaser is in arrears with payment, we are entitled to charge default interest amounting to five percent over the respective basic interest rate without requesting proof. If the purchaser is not a consumer, the default interest rate in case of payment reminders is nine percent over the respective basic interest rate. Other claims remain unaffected. In particular, the application of higher interest on a different legal basis, as well as the claim to further damages, are not excluded.
3.4.
In case of a payment delay by the purchaser, we are entitled after the expiry of an extended deadline and issuing a reminder to exert damage compensation claims as well as to withdraw from the contract. In accordance with legal regulations, the reminder is unnecessary if a calendar date was determined for the payment or if the purchaser seriously and conclusively declines payment. The reminder is also unnecessary if the immediate start of the delay period is justified because the purchaser does not affect a payment despite explicit assurances to the contrary or because the purchaser prevents receipt of the reminder through their behavior.
In addition, the purchaser is considered as in arrears with payment at the latest if they do not make payment within 30 days of the due date and receipt of the invoice or equivalent payment statement. If the date of receipt of the invoice or payment statement is uncertain, the debtor who is not a consumer is considered in arrears at the latest 30 days after the due date and receipt of the service.
3.5.
The purchaser may only offset counterclaims from mutual contracts if these are undisputed, have been acknowledged by us or are legally valid.
3.6.
If the purchaser is a trader, no right of retention can be applied to our payment requests if it is not based on undisputed or legally confirmed claims.
3.7.
As assurance for payment, we are entitled at any time to request suitable payment securities (e.g. bank guarantees). If the purchaser is in delay with providing the requested security, we are entitled to withdraw from the contract and/or demand damage compensation due to non-fulfilment.
IV. Delivery period/delivery delay
4.1.
The delivery period is stated in the agreements between the contracting parties. Adhering to it is on the precondition that all business and technical questions between the parties have been clarified and the purchaser has fulfilled all their obligations, such as presenting the necessary official documentation or permits, or paying a deposit. If this is not the case, the delivery period will be extended accordingly. This does not apply insofar as we are responsible for the delay.
4.2.
Compliance with the delivery period is under the condition of correct and timely delivery to ourselves. We will inform as soon as possible of any foreseeable delays.
4.3.
The delivery deadline has been met if the object of delivery has left the supplier’s plant by the date of its expiry or readiness for dispatch has been notified. If acceptance is required – except for a legitimate acceptance refusal – the acceptance date is the determining factor, alternatively notification of readiness for acceptance.
V. Place of fulfilment, transfer of risk, acceptance
5.1.
The place of fulfilment for all service duties is our head office, insofar as the contract partner is not a consumer. This also applies to assembly and repair services, insofar as these are associated with our delivery.
5.2.
Upon delivery, the risk is transferred to the purchaser as soon as the goods have been handed over to the forwarder or other transport person. This also applies in case the transport is provided by our vehicles.
The risk is transferred to the purchaser when the object of delivery has left the plant, even if there are partial deliveries or the supplier has assumed other services, e.g. shipping costs or delivery and assembly. If preliminary acceptance is required, this determines the point of transferal of risk.
5.3.
The purchaser may not refuse preliminary and final acceptance if there is an insignificant defect.
5.4.
If dispatch or preliminary acceptance are delayed or do not take place due to circumstances not attributable to the supplier, the risk is transferred to the purchaser from the day of notification of readiness for dispatch and preliminary acceptance.
VI. Retention of title
6.1.
We retain ownership of the goods until receipt of all payments pertaining to the business relationship with the purchaser. If we agree with the purchaser payment for the goods through cheque or bill of exchange, the retention also extends until the redemption of the bill of exchange from the purchaser that we have accepted and does not expire upon credit entry of the cheque received. In case of a breach of contract by the purchaser, especially in case of payment delay, we are entitled to take the goods back. Our retrieval of the goods does not constitute a withdrawal from the contract unless we declare this explicitly in writing.
If we seize the goods it always signifies a withdrawal from the contract. After seizing the goods, we are entitled to make alternative use of them and the usage proceeds are credited against the dues of the purchaser – with deduction of appropriate usage costs.
6.2.
The processing or remodeling of the goods by the purchaser is always carried out on our behalf. In case of the processing or remodeling of the goods, it is agreed in accordance with § 950 BGB (Civil Code) that we are the manufacturers of the new goods. This serves as security for us only to the amount of the value of the goods. If the goods are processed with other items that do not belong to us, we acquire shared ownership of the new item in proportion to the value of our goods in relation to other items at the time of processing. For the new item resulting from the processing, the same applies as for the goods supplied under reservation. If the goods subject to retention of title are combined or mixed inseparably with other items not belonging to us, we acquire shared ownership of the new item in proportion to the value of the reserved goods in relation to the other combined or mixed items at the time of combination or mixing. If there is a combination or mixing in a way that the item of the purchaser is to be regarded as the main item, it is considered agreed that the purchaser confers shared ownership to us proportionately. The purchaser safekeeps the resulting sole ownership or shared ownership for us.
6.3.
The claims of the purchaser from the onward sale of the goods subject to retention of title are considered as assigned to us when they are created, regardless of whether these goods were sold on without or after processing. The assigned claim serves for our security only to the extent of the value of these sold goods. In case goods subject to retention of title are sold by the purchaser together with other goods not belonging to us, without or after processing, the assignment of the purchase price claim only applies to the amount of the value of these goods that with the other goods is the object of this purchase contract or part of the purchase object.
6.4.
The purchaser is entitled and authorized to sell on the goods subject to retention of title in standard business transactions, under the condition that the purchase price dues from the onward sales are assigned to us in accordance with the previous clause. The purchaser is not entitled to other disposals of the goods subject to retention of title. The purchaser is entitled to collect the claims from the onward sales, as long as they meet their contractual payment obligations towards us. Our authorization to collect claims ourselves remains unaffected. We are obliged, however, not to collect claims as long as the purchaser meets their payment obligations pertaining to the proceeds, is not in payment arrears and especially there has not been an application to open insolvency or conciliation proceedings, or there is no cessation of payment.
6.5.
Upon our request, especially in the situations stated under 6.4., the purchaser must inform us of the assigned claims and their debtors, provide all the necessary details for collection, and indicate the assignment to the debtors. In case of seizures or other interventions by third parties, the purchaser shall inform us without delay, along with the handover of the necessary documentation for intervention, so that we can raise a charge in accordance with § 771 ZPO (Code of Civil Procedure). If the third party is not in the position to reimburse to us the judicial and extrajudicial costs of a charge according to § 771 ZPO, the purchaser is liable for our resulting losses.
6.6.
The purchaser also assigns to us the demand for securing our claims resulting from the association of the purchase object/goods subject to retention of title with premises, in relation to a third party.
6.7.
We are obliged to grant assurances according to the aforementioned conditions insofar – as we choose – as their value exceeds the claims to be secured by 20%, but on the condition that an approval is only to be made for such deliveries or their replacement values, except for delivery in a true account-current relationship, which itself is fully paid.
6.8.
The purchaser is obliged to store the goods carefully for us and to insure them against loss and damage at their own expense to the extent expected of a conscientious trader. The purchaser herewith assigns their claims pertaining to insurance contracts to us in advance.
VII. Claim for defects
7.1.
The purchaser is obliged to notify to us in writing without delay any visible defects, at the latest within a week of receipt of the goods, and any not immediately apparent defects at the latest within a week of identification. These deadlines are limitation periods.
7.2.
Insignificant defects do not entitle the purchaser to refuse acceptance. The natural wear and tear of the supplied goods does not constitute any defect.
7.3.
If there is a defect in the supply, we are entitled as we choose to either remedy this or make a replacement delivery (rectification). In order to carry out any remedies and rectifications that appear necessary to us, the purchaser must allow us the required time and opportunity after notification; otherwise we are freed from liability for the resulting consequences. Rectification is without acknowledgement of a legal obligation and does not initiate any new period of limitation. This also applies if replacement parts are installed as part of the rectification.
7.4.
For integrated foreign parts, we assume the warranty that their suppliers grant us. The warranty period starts with the transfer of risk to the purchaser and lasts 12 months. In case of supply of used items, any warranty is excluded insofar as legally permissible. The reduction of the limitations period in this clause does not apply to damages due to grossly negligence or a willful breach of duties by us, our legal representative or fulfilment agents, as well as to damages to life, body or health.
7.5.
For defects caused by improper or inappropriate use or faulty assembly or operation by the purchaser, or by unappointed and unauthorized third parties, or by natural wear and tear, faulty or negligent handling, unsuitable means of operation or replacement materials, a faulty base or other unsuitable premises, or chemical, electronic or electric influences, no liability is assumed if we are not responsible for causing them. Defect claims are also excluded that are due to alterations of the goods or substandard repairs by the purchaser or appointed third parties.
7.6.
If, when verifying claimed defects, it emerges that there is no defect or it was not caused by us, the purchaser is obliged to bear the costs incurred by the inspection.
VIII. Liability
If we must compensate for a defect in accordance with legal regulations that was caused by slight negligence, we have limited liability:
Liability only applies in case of infringement of significant contractual obligations, such as those that purchase contract imposes on the seller in accordance with its content or purpose or whose fulfilment enables the proper implementation of the purchase contract at all and compliance with which the purchaser regularly trusts and may trust in. This liability is limited to the typical damage foreseeable upon contract conclusion. It excludes the personal liability of the legal representatives, fulfilment agents and corporate associates of the seller for damages caused by them through slight negligence. Further claims are excluded.
IX. Statute of limitations
All claims – on whatever legal bases – lapse in 12 months. For damage compensation claims of all types, the legal limitation periods apply. The shortening of the limitations in this clause does not apply to damages due to a grossly negligent or willful breach of duties by us, our legal representative or our fulfilment agents, as well as damages to life, body or health.
X. Force Majeure
A case of foce majeure exists if any kind of unforeseeable, serious event arises, such as, in particular, war, terrorist conflicts, epidemics, pandemics or industrial disputes, which is beyond the control of a party and which prevents a party from fulfilling its obligations in whole or in part, including fire damage, floods, strikes, business interruptions not caused by fault or negligence, administrative orders and lawful lockouts.
In the event that the obligations under the contract cannot be fulfilled, the contracting party concerned shall immediately notify the other contracting party of the occurence and the disappearance of force majeure. It will make evey effort to remedy the force majeure and to limit its effects as far as possible.
The contracting parties undertake to adjust the contract to the new situation in good faith. For the duration and within ghe scope of direct effects, the contracting parties are exempt from their obligations under the sales contract and are not liable for any damages in this respect.
XI. Applicable law and place of jurisdiction
11.1.
For the business relationship between us and the purchaser, exclusively the law of the Federal Republic of Germany is applicable, under exclusion of any further referral according to German international private law or the UN CiSG. This also applies if the head office of the purchaser is in a foreign country.
11.2.
Insofar as the purchaser is a registered trader in accordance with the Commercial Code, a legal person of public law, a public separate estate or does not have a general place of jurisdiction in the Federal Republic of Germany, Leipzig is the exclusive place of jurisdiction for any disputes arising directly or indirectly from the contractual relationship (including those pertaining to bills of exchange or cheques). We reserve the right to make claims against the purchaser also at their responsible court.
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