SYSTRONIC Produktionstechnologie GmbH & Co. KG
Cleaning systems | Cleaning chemistry | service
Terms of Service
GENERAL SALES AND DELIVERY CONDITIONS; WORKS AND SERVICES
1. The following conditions apply to all of our advice, offers, sales, deliveries between us and our customer. Our customer's terms and conditions of purchase, which conflict with our terms and conditions or the legal regulations, are hereby expressly rejected. They do not become part of the contract even if we perform the service in the knowledge of conflicting conditions. The following conditions also apply to all future business relationships, even if they are not expressly agreed again insofar as our customer knew or should have known them from a previous business relationship.
2. There are no verbal side agreements. Agreements that deviate from these conditions in individual cases, in particular with our agents, are only binding upon our written confirmation.
II. Offer and conclusion of contract
1. Our offer is always subject to change. Contracts, including those at trade fairs or through our agents, only come into existence in accordance with our written order confirmation and only upon receipt by our customer. Our advertising documents and brochures are not legally binding.
2. We reserve ownership and copyright to illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as "confidential". Our customer requires our express written consent before passing them on to third parties.
3. The quality of the subject matter of the contract is described exclusively in our offers, order confirmations and associated documents, without this constituting a guarantee within the meaning of § 443 BGB.
4. Insofar as guarantees are accepted by us, these are not to be understood as guarantees in the sense of § 443 BGB, but as independent guarantee promises.
III. Deliveries and delivery times
1. Delays are not at our expense if our customer does not meet his cooperation obligations or does not meet them in good time, in particular if he has to take care of official approvals, execution plans, documents specifying the subject of the contract, clarification of all technical details and down payments.
2. If there are signs after the contract is concluded that the performance of our customer is at risk, such as B. Delay in payment and suspension of payments, application for insolvency proceedings, transfer of current assets as security, unfavorable information from banks or credit institutions or credit insurers, we are entitled to refuse our services and, after unsuccessful setting of deadlines, to provide collateral in the form of joint and several bank guarantees or Bank guarantees or advance payments to withdraw from the contract and / or to claim damages. A deadline does not apply if the risk to the performance of our customer is obvious.
3. Our confirmed delivery times are non-binding departure dates. In the case of divisible deliveries, we are entitled to make partial deliveries and, if given prior information, also to deliver early.
4. In the case of call orders, an appropriate delivery period is agreed, which must not be less than 6 weeks after the call. If production and acceptance dates have not been agreed, we can request a binding determination of this at the latest 3 months after order confirmation. If our customer does not comply with this request within 3 weeks after sending our letter in this regard, we are entitled to set a 2-week grace period and to demand compensation after the fruitless expiry and / or to withdraw from the unfulfilled part of the contract. The same applies if after the expiry of the delivery period the contractual object or parts of it have not been obtained or have not been delivered through our customer's fault.
5. Insofar as circumstances for which we are not responsible make the execution of accepted orders more difficult, delay or impossible, we are entitled to postpone the delivery or remaining delivery or partial delivery by the duration of the hindrance or to withdraw from the contract in whole or in part without the customer being entitled to compensation to be entitled. We are not responsible for z. B. Interventions by the authorities, operational disruptions, strikes, lockouts, work disruptions caused by political or economic circumstances, lack of necessary raw materials and supplies, material shortages, energy supply difficulties, transport delays due to traffic disruptions or unavoidable events that occur with us, our subcontractors or in external companies who depend on the maintenance of our own operations. The above also applies if these events occur at a time when we are behind schedule.
6. Our customer can only set a grace period for delivery if the agreed delivery date is exceeded by more than 2 weeks. This grace period must be reasonable and must be at least 3 weeks. After the grace period has expired without result, our customer can withdraw from the contract. A claim for damages against us due to breach of duty is excluded, unless we had at least acted with gross negligence or there was personal injury.
IV. Prices and terms of payment
1. Our prices for deliveries apply "ex works" EXW in accordance with Incoterms 2000, excluding statutory sales tax, unless otherwise agreed.
2.If there are changes in the calculation basis after conclusion of the contract due to higher wage and material costs, an increase in the legally applicable sales tax or other circumstances, in particular technically justified changes in calculation, we are entitled to increase the contract price in proportion to the change in the calculation basis.
3. Invoices are payable in the agreed currency within 30 days of the invoice date without deduction.
4. Payments are only made when we can finally dispose of the amount. Bills of exchange and check payments are only accepted on account of performance and by special agreement. Discount and bill charges are always borne by our customer. If bill payment is agreed, the term of the bill should not exceed 90 days from the invoice date.
5. Partial deliveries are calculated immediately and are each due for payment independently of the termination of the overall delivery.
6. Our customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. He is also authorized to exercise a right of retention insofar as a counterclaim is based on the same contractual relationship.
V. Retention of title
1. We reserve ownership of the purchased item until all payments from the delivery contract have been received. If the customer behaves contrary to the contract, in particular in the event of late payment, we are entitled to take back the purchased item. The withdrawal of the purchased item by us does not constitute a withdrawal from the contract unless we have expressly stated this in writing. The attachment of the goods by us always means a withdrawal from the contract. After taking back the object of sale, we are authorized to sell it, the proceeds from the sale are to be deducted from the buyer's liabilities - minus reasonable costs of sale.
2. The customer is obliged to treat the purchased item with care; in particular, he is obliged to adequately insure them against fire, water and theft damage at replacement value at his own expense. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
3. In the event of attachments or other interventions by third parties, the customer must immediately notify us in writing so that we can bring an action in accordance with § 771 ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss we incurred.
4. The customer is entitled to resell the purchased item in the ordinary course of business; However, he already assigns to us all claims in the amount of the invoice amount (including VAT) of our claim that arise from the resale against his customers or third parties, regardless of whether the object of sale has been resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, does not fall into arrears and, in particular, there is no application to open bankruptcy or settlement or insolvency proceedings or payment is suspended. However, if this is the case, we can request that the customer inform us of the assigned claims and their debtors, provide all the information necessary for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.
5. The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (invoice amount, including VAT) to the other processed items at the time of processing. For the thing resulting from processing, the same applies as for the purchased item delivered with reservation.
6. If the purchased item is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (invoice amount, including VAT) to the other mixed items at the time of the mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership to us. The customer keeps the resulting sole ownership or joint ownership for us.
7. The customer also assigns to us the claims to secure our claims against him, which arise from the connection of the purchased item to a property against a third party.
8. We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the choice of the securities to be released is incumbent on us.
VI. Transfer of risk
1. The shipment of the contractual item is carried out by us "ex Works" EXW at the risk of our customer, even if the freight and other costs are at our expense. For the rest, the subject of the contract will only be insured against damage in transit upon express written instruction and for the account of our customer.
2. If pick-up has been agreed and this does not take place within 8 days after the agreed date, we will dispatch the goods by means of a shipping method that appears to us to be favorable to our customer.
3. The risk passes to our customer when the contractual item is handed over to our customer, the first carrier or freight forwarder. This also applies to individual partial deliveries and if we have taken over the shipping costs.
4. If the shipment is delayed at the request of our customer or if there is a delay in acceptance, the risk passes when the readiness for shipment is reported. The object of the contract is then stored in the name and at the expense of our customer.
5. Transport packaging and all other packaging in accordance with the packaging regulations will not be taken back; except for pallets. Our customer is obliged to dispose of the packaging at his own expense.
VII. Liability for defects
1. Claims for defects by the customer presuppose that the customer has properly complied with his inspection and notification obligations owed pursuant to Section 377 HGB.
2. If there is a defect in the purchased item, the customer is entitled to choose whether to remedy the defect or to deliver a new, defect-free item. We are entitled to refuse the type of supplementary performance chosen by the customer if it is only possible with disproportionate costs. The place of performance is the delivering plant. Wearing parts such as cutting punches, dies, milling cutters, bearings, consumables, dosing heads, dosing needles and contacting accessories, etc. are excluded from the warranty after the manufacturer's guaranteed operating time has expired.
3. If the supplementary performance fails, the customer is entitled to choose to request withdrawal or a reduction.
4. We are not liable for errors caused by parts that we have not delivered and installed, for changes without our written consent, for improperly carried out repairs by the buyer or a third party, or for normal wear and tear.
5. We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of willful breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.
6. We are liable according to the statutory provisions if we culpably violate an essential contractual obligation; in this case the liability for damages is limited to the foreseeable, typically occurring damage.
7. All claims for damages (lost profit, loss of production, recall costs, etc.) and consequential damage of any kind are hereby expressly excluded.
8. Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
9. Unless otherwise stipulated above, liability is excluded.
10. The limitation period for claims for defects is 12 months, calculated from the transfer of risk.
VIII. General liability
1. Any further liability for damages than provided for in Paragraph VII is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from fault at the conclusion of the contract, due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with § 823 BGB.
2. As far as the liability for damages against us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, employees, representatives and vicarious agents
IX. Property right
1. We are entitled to the copyrights and, if applicable, industrial property rights to the designs, drawings, software and devices designed by us or by a third party on our behalf, even if our customer has borne the costs.
2. We have no knowledge of any property rights of third parties that would restrict the use of the purchased goods. However, we are not liable for the fact that the goods delivered by us violate a property right in the country of destination.
X. Other provisions
1. German law applies exclusively. The application of the UN Convention on Contracts for International Sales is excluded. In the case of work performance, the Contractual Specifications for Construction Work (VOB) Parts B and C, the version valid at the time of submitting the offer, are also an integral part of the contract.
2. We are entitled to process the data received from our customer on the basis of the business relationship in accordance with the provisions of the Federal Data Protection Act, in particular also to credit insurers, to transmit the data required for credit insurance.
3. The assignment of claims that our customer is entitled to against us from the business relationship is excluded.
4. Unless otherwise stated in the order confirmation, our place of business is the place of performance.
5. The place of jurisdiction in all cases, including all future claims from business, including those from bills of exchange, checks and other documents, is the court responsible for the place of performance of the payment. We reserve the right to bring all disputes to another jurisdiction or to an arbitration tribunal.
6. Should one of the above conditions be legally ineffective, the effectiveness of the acceptance and the contract will not be affected. Any ineffective provisions will be replaced by new regulations that aim to achieve the same economic success. If provisions have not become an integral part of the contract, the content of the contract is then based on the statutory provisions.