Verkaufsbedingungen  Terms of Sale  Conditions de vente 

Terms and Conditions of Sale of Seidel GmbH & Co. KG

 

§ 1 Scope of Application

1. Our General Terms and Conditions apply exclusively for customer orders at Seidel.

2. Opposing General terms and conditions or those of the customer deviating from these conditions shall not become a part of the agreement. Our General Terms and Conditions apply also if we execute the delivery to the customer without reservations in the knowledge of opposing conditions of the customer or conditions deviating from our General Terms and Conditions.

3. These General Terms and Conditions apply also to all future transactions with the customer, even if no express reference is made, however, they are received by the customer at an order confirmed by us. If the order is granted derogation from our General Terms and Conditions, so only our General Terms and Conditions apply, even if we do not contradict also apply. Deviations only apply, if they have been expressly acknowledged by us in writing.

4. They only apply for customers who are business persons in terms of § 310 BGB (German Civil Code).

 

§ 2 Conclusion of the Agreement and Documentation

1. All offers are subject to change.

2. We accept customer orders by way of written order confirmation.

3. Our written order confirmation is decisive for the extent of the delivery, even if it contradicts the written order of the customer. This does not apply if we have explicitly agreed with the customer's conditions in writing.

4. Verbally issued declarations as well as subsidiary agreements require a written or electronic (email) confirmation by a respectively authorised person of Seidel GmbH & Co. KG to be legally binding.

5. Our product information and other documentation such as illustrations, drawings, sketches and measurement information shall not become a part of the agreement and are only approximately relevant, unless we have expressly specified them as being a binding component of the agreement.

6. We reserve title, copyright and other proprietary rights to documentation such as drawings, samples etc provided to the customer. They must be treated with strict confidentiality and may not be made accessible to third parties without our explicit written consent. The obligation to confidentiality only expires if and in as far as the production know-how contained in the provided documentation and samples has become public knowledge.

 

§ 3 Prices and Payment Conditions

1. Unless stated otherwise in the order confirmation, payments are due net (without deduction) within 14 days following the date of the invoice. The receipt of payment is decisive for the compliance with this deadline.

2. Subject to deviating, explicit agreements, the prices are ex works and only apply for the requested amount. If the customer requests changes pertaining to the execution of the agreement after granting the order, the customer shall be invoiced for any additional expenses.

3. The prices are subject to the calculation base at the day of our order confirmation. If this calculation basis changes due to price increases in wages, materials and other cost factors outside of our sphere of responsibility and influence up to the delivery of goods which are not to be supplied within four months following the conclusion of the agreement, we reserve the right to appropriately correct our original prices.

4. The customer is only entitled to offset counter claims if these have been conclusively determined, are uncontested or explicitly accepted by us.

5. If the customer is in default of payment, all existing claims will be due immediately and the customer owes us default interest in the amount of 8 % per annum above the respectively valid base interest rate. This does not exclude the assertion of further damages.

6. Acceptance of the ordered goods is a primary obligation of the customer.

 

§ 4 Transfer of Risk and Dispatch

1. Unless otherwise agreed, delivery is ex works.

2. Dispatch occurs at the sole invoice and risk of the customer. This applies regardless of whether or not the dispatch of the goods occurs from the place of fulfilment. In the absence of specific instructions regarding dispatch, the goods are dispatched at our discretion, however without obligation for the most economic freight.

 

§ 5 Scope of Delivery and Delivery Time

1. Deviations in the quantity of up to 3 % +/- are admissible with respect to the total final amount as well as each individual partial delivery.

2. Partial deliveries are admissible to a reasonable extent.

3. Compliance with our obligation to deliver is subject to correct and on time self-supply.

4. Compliance with our obligation to deliver is furthermore subject to the customer properly fulfilling its obligations. We reserve the right to plea non-fulfilment of contract.

5. A reasonable extension of the delivery time applies if unforeseen or extraordinary events at our works or those of our sub-supplier delay the delivery. These include industrial disputes, particularly strike and legitimate lock-out as well as all other causes and events (e.g. machine down-time, fire, flooding, terrorist acts, war) outside of our sphere of responsibility including official measures causing disruption with respect to primary materials, the production or the dispatch of the goods. If delivery is delayed by more than one month as a result of such circumstance, we are entitled to withdraw from the agreement with the customer. In such cases, the customer's obligation to also accept goods delivered with a delay remains unaffected.

6. In case of recall orders the customer shall accept the amount within the recall period. Unless otherwise agreed upon, we grant a recall period of 3 months for orders on recall. This period commences on the date of the order. If the customer has allowed the period to expire without recalling the goods, we are entitled to either invoice the entire amount of ordered goods or to cancel the order.

7. Recalls of individual partial deliveries have to be announced in due time, allowing proper production within the agreed periods.

 

§ 6 Liability

1. We are liable in case of culpable violation of life, body or health in accordance with statutory regulations. This also applies if we culpably violate an essential contractual obligation. An essential contractual obligation is an obligation the fulfilment of which would generally facilitate the execution of the agreement and upon the fulfilment of which the customer was entitled to trust. For the remainder, we are only liable for intent and gross negligence.

2. Unless we are accused of intent, we are only liable in each case for the typical and foreseeable damage.

3. Liability for loss of profit and turnover is excluded, unless we have intentionally precipitated this damage.

4. The above mentioned liability limitations also apply in case of our organs and employees.

5. Liability according to the Product Liability Act (Produkthaftungsgesetz) remains unaffected.

6. The customer warrants that objects produced and delivered in accordance with his drawings, samples and other instructions are not subject to third party copyright or industrial property rights both domestically and abroad. The customer shall exempt us from claims and all consequential costs the event of a justified claim by third parties based on such rights.

 

§ 7 Warranty

1. Warranty claims of the customer imply that the customer has complied with its obligations regarding inspection and requirement to give notice of defects in accordance with § 377 HGB (German Commercial Code).

2. Complaints referring to the quality of the material are only accepted if they are considered to be justified by our raw material suppliers.

3. Complaints regarding the sound quality of the goods can shall be acknowledged if the quantity of the verifiably defect goods exceeds our Acceptable Quality Limit values (AQL values). Upon request, we shall inform the customer of our AQL values immediately.

4. Complaints with respect to prices and invoicing are only considered within one month following the date of the invoice.

5. In the event of justified complaints we shall remedy the defects or provide replacement with a new delivery or issue a credit note of the respective amount at our discretion. Subsequent improvement has failed at the second futile attempt unless further subsequent improvement attempts are appropriate and reasonable for the customer based on the contractual object. Otherwise, the customer shall be entitled to the statutory rights.

6. Warranty claims become statute barred after 12 months following delivery of the goods.

7. We only use tested and sound materials (according to DIN) and assume that the customer has tested the compatibility of the customer's content with our materials, as we are not liable in this context.

 

§ 8 Tools

If a special tool is required for the execution of the agreement, the amount respectively invoiced to the customer represents only a proportion of the total production price of this tool. The customer does not procure proprietorship or shared proprietorship to the tool by paying the tool cost component. Rather, the ownership of the tool remains with us.

 

§ 9 Lack of Creditworthiness

1. Unconditional creditworthiness of the customer is a prerequisite for the obligation to deliver. We are entitled to demand advance payments or the provision of adequate sureties if circumstances come to light after the conclusion of the agreement which are suitable to significantly reduce the customer's creditworthiness, particularly in the event of significant deterioration of the assets, insolvency or liquidation. This shall also apply if the customer does not comply with the payment conditions.

2. We are entitled to withdraw from the agreement if the customer fails to provide the demanded advance payment or the surety.

 

§ 10 Reservation of Title

1. We reserve title to the goods until all our claims against the customer from the business relationship including future claims arising from simultaneous or subsequent contracts are settled. This also applies, if some or all of our claims have been included in a current account and the balance has been struck and accepted.

2. The customer is only entitled to resell the reserved goods in the ordinary course of business if he herewith cedes to us all claims accruing to him from the resale to customers or third parties. If conditional goods are sold unprocessed or after processing or mingling with goods which are the exclusive property of the customer, the customer already now assigns the claims arising from the resale in full to us. If reserved goods by the customer - after processing / combination - sold together with not belonging to us goods, the customer already now assigns the claims arising from the resale to the value of the reserved goods with all ancillary rights and priority over the rest. We accept the assignment. To collect these receivables, the customer is authorized, also after cession. Our authority to collect the claims itself remains unaffected; however, we undertake not to collect the claims as long as the customer meets its payment and other obligations. We can demand that the customer notifies us of the assigned claims and their debtors, all information necessary for collection, hand over the relevant documents and inform the debtors of the assignment.

3. If the value of existing securities exceeds the secured claims by more than 10 %, we are obliged, at the request of the customer for approval.

4. We are entitled to assign the claims from our business relations.

 

§ 11 Phase out

1. In case of orders for recall and other long-term delivery relationships the customer shall inform us immediately if it decides against ordering further products from us in the future. The obligations from previous orders remain unaffected.

2. The deadline for the notification amounts to at least six months at the end of the last agreed delivery date ("Phase-Out Term). The Phase-Out Term is designed to allow us to budged future production capacities.

3. A longer-term delivery relationship arises when the customer has ordered or retrieved goods over a longer period of time on several occasions.

 

§ 12 Severability Clause

If a condition of this Agreement is legally completely or partially ineffective, the effectiveness of the remaining conditions remains unaffected. In this case the ineffective condition is to be replaced by a legally effective condition, which corresponds with the closest economic and legal purpose of the ineffective condition.

 

§ 13 Place of Fulfilment, Place of Jurisdiction and Applicable Law

1. Place of jurisdiction is Marburg (Lahn), Germany. However, we are entitled to sue the customer also at the court of his registered business address.

2. Place of fulfilment is our registered office unless otherwise determined in our order confirmation.

3. The laws of the Federal Republic of Germany apply; the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

4. In case of doubt the German version of these terms and conditions of sale shall be binding.

 

As at: 2018-05-23