общие условия заключения сделок
- Applicability of the T&Cs
- These Terms and Conditions shall apply to contracts Willi Seiger GmbH concludes with entrepreneurs as defined by Section 14 of the German Civil Code (Bürgerliches Gesetzbuch [BGB]).
- These Terms and Conditions of Delivery and Payment shall also apply if the Purchaser has provided terms and conditions of its own that differ from these Terms and Conditions or has printed the same on the Purchaser’s documents, in particular on order forms. Any counter-confirmations containing different terms and conditions that are issued by the Purchaser are hereby rejected.
In the case of long-term business relationships, this shall also apply in the event that the Vendor has not expressly referred to this during the course of said relationship.
- Delivery deadlines/delays
- Even where a delivery deadline or delivery date has been agreed, an express written reminder is required for the notice of default (Section 286, BGB); for compensation for damages in place of performance (Section 281, BGB) and for revocation (Section 323 BGB), a repeated express written notification setting a deadline is required, whereby the first deadline must be at least eight (8) weeks and the second deadline at least four (4) weeks.
- Seiger shall not be held responsible for delays in delivery in cases of strike, lockout, disruption in operations or force majeure. This shall also apply if one of Seiger’s suppliers is affected by such a delay. The delivery deadline shall be extended appropriately, i.e. not merely by the length of the disruption. In this case, the Purchaser shall have no right of revocation.
- The same shall apply if official and other third-party approvals and documents required for the execution of deliveries or information from the Purchaser required for the execution of deliveries are not received on time, as well as in the case of subsequent changes to the order.
- If and insofar as a delay in performance that is not merely considered short term (i.e. one that lasts for at least two (2) months) is not attributable to Seiger, Seiger shall be entitled to withdraw from the contract without thereby granting the Purchaser any additional rights.
- In the event of a delay in performance, the Purchaser may claim a maximum of 0.5% of the price of the delayed delivery for each full week of delay, but not more than five percent (5%) of the entire value of the delayed delivery.
The Purchaser shall have no right of revocation pursuant to Section 323 of the BGB if the delay is caused by circumstances for which Seiger is not responsible.
- Scope of delivery obligations
- Dimensions, weights, figures and drawings are only considered binding for product design if expressly confirmed in writing. Gross weights and box dimensions represent best approximations and are not considered binding.
Partial deliveries are permitted.
- Inspection obligations and obligation to make a complaint immediately upon receipt of goods in respect of a defect
Any defects shall be reported in writing immediately, and at the latest within eight (8) days of delivery of the goods. Otherwise, goods shall be deemed to have been free of defects upon delivery.
In cases of delivery of machinery, Seiger is entitled to visit the installation site of said machinery and inspect the machinery at any time.
- Seiger is entitled to choose between rectification of a defect and subsequent delivery pursuant to Section 439 of the BGB. The customer shall not be entitled to assert further warranty rights unless the rectification of a defect or subsequent delivery has proven unsuccessful despite two (2) written letters setting a reasonable deadline (in each case at least four (4) weeks).
- The Purchaser shall grant Seiger the necessary time and opportunity to undertake a replacement delivery or the rectification of defects without compensation, and shall provide the same with assistance upon request.
- Seiger shall comply with the warranty obligation at the place of performance as defined in Section 14.1 below.
- The warranty obligation for new or newly manufactured items is one (1) year for single-shift operation, which is why a warranty is excluded for machinery with a service life of more than two thousand (2,000) hours. In the event of machinery repairs, this period shall commence upon completion of said repairs. No warranty is provided for used items.
- The replacement and wear of wearing parts are not considered defects, and are therefore not covered by the warranty.
Returns shall not be permitted until eight (8) days after dispatch of the notification.
- Limitation of liability
- Seiger’s liability is strictly limited to cases of intent and gross negligence.
- This shall not apply if Seiger has breached a material contractual obligation.
Furthermore, this shall not apply in the event of injury to life, limb or health.
- Transfer of risk
- Risk shall pass to the Purchaser at such time as Seiger has notified the Purchaser that the goods are ready for dispatch or, in the absence of such notification, when the goods have been handed over for transport via railway, the forwarding agent, the carrier or any other person designated to carry out the dispatch. This shall apply to all deliveries, including carriage paid deliveries. If goods are dispatched in the Vendor’s own vehicles, the risk shall pass to the Purchaser upon delivery of the goods to the driving staff or carrier.
Insurance against damage during transport shall only be taken out at the order and expense of the customer.
- Quotations subject to change/price changes
- Quotations issued by Seiger are not considered quotations in the legal sense; rather, they are considered “calls to tender” on the part of the customer. As such, a contract shall only come into effect when Seiger confirms the transaction in question. Prices are listed in euros excl. the applicable statutory value added tax.
The agreed prices are based on Seiger’s costs at the time the quotation is made. In the event of changes to said costs, Seiger is entitled to adjust its pricesif it provides documentation of the price increase and is scheduled to deliver the goods more than four (4) months after the conclusion of the contract. In the event of such a price increase, the Purchaser is entitled to withdraw from the contract; however, such circumstances shall not grant the Purchaser any other rights.
- Seiger shall notify the Purchaser in writing upon completion. The Purchaser shall undertake to collect the goods within one (1) week of notification of completion.
Seiger’s notification of completion shall include a request for the Purchaser to declare acceptance. If and insofar as the Purchaser fails to declare said acceptance within one (1) week, the goods shall be deemed to have been accepted and approved within the meaning of Section 377 of the German Commercial Code (Handelsgesetzbuch [HGB]), provided Seiger indicates this presumption of acceptance in its notification of completion.
- Seiger’s invoices are payable immediately. They are payable in euros and are not subject to discounts.
- Prices are valid ex works and are exclusive of packaging.
- Seiger is not required to accept bills of exchange. In individual cases where bills of exchange are accepted by special agreement, the bank discount and collection charges shall be borne by the issuer of the bill of exchange when due, and shall be payable immediately in cash. The submission of bills of exchange shall not be considered cash payment.
- Bills of exchange and checks shall only be accepted on account of payment. In the event of a deterioration in the solvency of an obligor of a bill of exchange or Seiger becoming aware of same at a later date, Seiger reserves the right to demand cash payment against return of the bill of exchange.
- If the Purchaser defaults on its payment or if bills of exchange are protested, Seiger shall be entitled to immediately withdraw from circulation all bills of exchange and checks that are in circulation. All costs thereby incurred shall be borne by the Purchaser.
- No liability is assumed for the prompt submission and protest of bills of exchange and checks.
- In the case of orders from Purchasers with whom we are not familiar, we are entitled to request the payment of a security deposit prior to delivery.
- The withholding of payments due to any claims by the Purchaser is not permitted Furthermore, set-off shall only be permitted in the event of legally established or undisputed claims.
The goods shall be delivered and collected by the Purchaser unless otherwise agreed in writing. The costs of shipment, including packaging, shall be invoiced separately and shall be borne by the Purchaser.
- Security interests when processing goods
- If and insofar as the Purchaser provides goods to Seiger for machining/processing and said goods are not the unrestricted property of the Purchaser, the Purchaser hereby undertakes to inform Seiger of this upon conclusion of the contract. If such a circumstance only later comes to light, this failure to inform shall be considered a significant breach of duty for which Seiger is entitled to demand the provision of a security deposit in addition to exercising its statutory rights.
- With regard to the contractor’s lien, the Purchaser agrees to the sale of the lien without observing the waiting period pursuant to Section 1234, Paragraph 2 of the BGB and Sections 368 and 371 of the HGB.
The Purchaser shall properly store the goods delivered by Seiger, be they processed or unprocessed. In particular, it shall store them separately from comparable or similar goods from other companies, and shall store them and label them as originating from the delivery by Seiger.
- Security interests when delivering machinery
- If and insofar as Seiger does not process any items provided by the Purchaser but instead delivers items to the Purchaser, Seiger shall reserve the ownership title to the delivery item until such time as all payments arising from the delivery contract have been received.
- The Purchaser is only entitled to resell the item(s) by separate agreement. The profits from any such resale are hereby assigned to Seiger.
- If third parties gain access to the goods subject to reservation of title – e.g. by way of seizure – the Purchaser shall immediately inform Seiger thereof and shall provide Seiger with any and all documents necessary for it to mount a legal defense.
- The Purchaser shall undertake to sufficiently insure the goods subject to reservation of title against fire, water and other damages, and shall provide Seiger with documentation of said insurance. If Seiger does not receive said documentation within ten (10) days of requesting it, Seiger shall be entitled to take out the aforementioned insurance policies on behalf of the customer and at the customer’s expense.
- Pledging and transfers of security are not permitted. The Supplier shall be informed of any distraint by third parties immediately.
The assertion of the reservation of property rights and distraint of the delivery item by the Supplier shall not be considered withdrawal from the contract.
- Purchaser’s duty to cooperate during the installation of machinery and other works carried out on machinery
- If and insofar as no price component for installation is indicated separately in the price agreement, the Purchaser shall pay for said installation separately as is customary in the industry, provided it also orders said installation.
- If the Purchaser orders the installation, this does not mean that Seiger must also take responsibility for the transport of the machinery or bear any transport risk, nor shall this impact the outcome of the notification of completion.
- The Purchaser shall carry out any and all preliminary construction work in a timely manner prior to installation so that installation can take place immediately upon delivery. The substructure must be completely dry and set and the rooms in which it is installed must be sufficiently protected against the weather and be well lit and heated.
- The Purchaser must provide a dry, illuminated and lockable room for the storage of machine parts, materials, tools and the like, and said room must be monitored and guarded.
- During all work, the customer must provide Seiger and its employees with a reasonable working environment. This applies in particular to compliance with statutory health and safety regulations. Furthermore, the customer shall refrain from distracting Seiger’s employees.
- Furthermore, the Purchaser shall assume the costs of the following and promptly provide the same:
- Assistance teams and skilled workers in the number deemed necessary by Seiger
- The equipment and materials required for installation and setup
The unloading of railway cars and the transport of items from the railway car or ship to the installation site.
- Written form, etc.
- The place of performance and jurisdiction shall always be Lippstadt.
- Conclusions of contract, amendments and addenda to contracts, as well as side agreements, must be made in writing in order to be deemed valid. The same shall apply to the revocation of this written form clause. The requirements of this contractual written form clause shall be deemed to have been met if the documents in question are signed and submitted by fax.
- Should individual provisions of this contract prove invalid, this shall not affect the validity of the contract as a whole. The Parties shall undertake to replace the invalid clause with a clause most closely approximating the original intent of the invalid clause.
- German law shall apply exclusively.