§ 1 Scope
- These terms of sale apply to all deliveries, services and offers from Sächsische Hebe- und Zurrtechnik GmbH, hereinafter referred to as the seller, exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code. Deviating, conflicting or supplementary general terms and conditions, even if known and not contradicted, are not part of the contract as long as their validity is not expressly approved by the seller.
- These terms of sale also apply to all future transactions with the customer, insofar as legal transactions of a related nature are concerned.
§ 2 Offer and conclusion of contract
- The seller’s offers are subject to change and non-binding, unless they are expressly designated as binding. They are only to be understood as an invitation to the buyer to submit an offer in the legal sense. The customer’s offer must be made in text form (e-mail, fax) or in writing and is binding. The seller is entitled to accept this offer within two weeks by sending an order confirmation in writing or in text form or to send the goods within this period.
- Documents belonging to the offer such as illustrations, drawings, weight and dimensions are only approximate unless they are expressly designated as binding. Changes are to be accepted by the buyer provided they do not go beyond what is customary in the trade. The seller reserves the property rights and copyrights to cost estimates, drawings and other documents. They may not be made accessible to third parties.
- Oral subsidiary agreements have not been made. The seller’s sales employees are not authorized to make verbal side agreements or to give verbal assurances that go beyond the content of the written or textual order confirmation. It is expressly agreed between the parties that an implied deviation from the text form requirement is expressly excluded.
§ 3 Prices, packaging costs
- The prices stated in the seller’s order confirmation are decisive. Statutory value added tax is not included in our prices; it is shown separately on the invoice at the applicable statutory rate on the day of invoicing.
- Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or later after the conclusion of the contract.
- The packaging will be charged separately, unless otherwise agreed.
- For orders with a goods value of less than 75 euros net, a small quantity surcharge of 20 euros will be charged.
- The cost of shipping the goods is borne by the buyer.
§ 4 Delivery and service time, transfer of risk
- Binding delivery dates or deadlines must be in text form.
- Delays in delivery and performance due to force majeure, strikes, lockouts and official hearings, even if they occur at the seller’s suppliers or their sub-suppliers, are not the responsibility of the seller, even in the case of agreed deadlines and dates. They entitle the seller to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled, provided that the disruption is not just short-term.
- Unless otherwise stated in the order confirmation, delivery ex works is agreed.
§ 5 Passing of risk upon dispatch
- If the goods are sent to the buyer at his request, the risk of accidental loss or accidental deterioration of the goods passes to the buyer upon dispatch to the buyer or a third party named by him, at the latest when they leave the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs. The handover is the same if the buyer is in default of acceptance.
- The buyer bears storage costs after the transfer of risk. The type of dispatch and packaging are at the discretion of the seller.
§ 6 Liability for Defects
- The buyer’s warranty rights presuppose that he has duly fulfilled his obligations to examine and give notice of defects according to § 377 HGB.
- Obvious defects or manufacturing errors must be reported to the seller in writing immediately after receipt of the goods. Notices of defects do not affect the due date of the purchase price unless the seller has acknowledged the defect in writing or it has been legally established.
- In cases where delivery ex works (§ 4 No. 3) has been agreed otherwise, the goods delivered by the transport company must be checked for completeness and intactness immediately upon receipt in the presence of the delivery agent. If obvious damage and/or such damage can already be determined on the packaging, this must be reported to the transport company immediately. The buyer is also obliged to arrange for a note to be made on the shipping documents and to have the deliverer or a witness confirm this. In this case, the packaging must also be kept.
- If there is a defect, the seller reserves the right to choose the type of supplementary performance. If, despite all due care, the delivered goods show a defect that was already present at the time of the transfer of risk, the seller will, subject to a timely notification of defects, either repair the goods or deliver replacement goods. The seller must always be given the opportunity to remedy the defect within a reasonable period of time. Claims for withdrawal remain unaffected by the above provision without restriction.
- Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, such as damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable equipment or due to special external influences , which are not required by the contract. If repair work or changes are carried out by the buyer or third parties, there are no claims for defects for these and the resulting consequences, unless the seller has previously given his consent to this, at least in text form.
- Warranty claims expire within one year.
- Warranty claims against the seller are only available to the direct purchaser and are not assignable.
- Guarantees in the legal sense are not promised.
§ 7 Liability for Damages
- The seller pays damages or compensation for wasted expenses, regardless of the legal reason, only to the following extent: The seller is liable without limitation for damage to life, limb or health culpably caused by itself, its legal representatives or its vicarious agents. The seller is also liable for damages due to culpable breach of cardinal obligations by them, their legal representatives or other vicarious agents. In the case of only slight negligence, however, liability is limited to the damage that was typical and foreseeable at the time of the service causing the damage. Cardinal obligations are the essential obligations that form the basis of the respective contract, the fulfillment of which makes the proper execution of the contract possible and on the observance of which the buyer regularly relies and may rely.
Furthermore, the seller is only liable in the case of intentional or grossly negligent damage caused by it, its legal representatives and other vicarious agents within the framework of the statutory provisions.
- Claims for damages by the buyer due to a defect become time-barred one year after the transfer of risk. This does not apply if the seller can be accused of gross negligence or in the event of bodily injury, damage to health or death attributable to her.
- The above limitations of liability do not apply to product liability claims.
§ 8 Retention of title
- The goods remain the property of the seller until all claims (including all current account balance claims) to which the seller is entitled against the buyer for any legal reason now or in the future have been met.
- Processing, connection or transformation always take place for the seller as the manufacturer, but without any obligation for her. If the seller’s ownership expires through connection, it is already agreed that the buyer’s ownership of the uniform goods shall be transferred to the seller in proportion to the value (invoice value). The buyer keeps the property free of charge.
- The buyer is entitled to process or sell the goods in the ordinary course of business. The buyer hereby assigns the claims arising from the resale or any other legal reason in full to the seller as a security. The seller revocably authorizes the buyer to collect the claims assigned to the seller for their account in their own name.
- In the event of enforcement of the goods subject to retention of title, in particular seizures, the buyer will point out the seller’s ownership and notify the seller immediately so that they can enforce their property rights. If the third party is not in a position to reimburse the seller for the court or out-of-court costs incurred in this connection, the buyer shall be liable for these.
§ 9 Payment, offsetting
- Unless otherwise stated in the order confirmation, the seller’s invoices are payable and due 30 days after invoicing. If payment is made within 10 days of invoicing, the seller grants a 2% discount. In the event of default of payment, the buyer is obliged to pay the statutory interest on arrears from the moment the default occurs, currently 9% above the applicable base interest rate for merchants, and a flat-rate fee for each reminder of EUR 10 each.
- The payment of the invoice is deemed to have been made when the seller can dispose of the amount. In the case of payment by check, the payment is deemed to have been made when the check is cashed and no cancellation is made.
- The buyer is only entitled to offset if the counterclaims have been legally established or are undisputed. The buyer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
- Agreed direct debit takes place in accordance with § 9 para. 1 or on the basis of the written agreement. The buyer declares that by specifying the current account, he is also authorized to dispose of the corresponding account and will ensure sufficient funds. In the event of an unsuccessful collection, the buyer bears the additional costs for the returned direct debit and a processing fee of EUR 12 if the account could not be debited due to insufficient funds, due to the account connection having expired or due to an unjustified objection by the account holder. Further claims remain reserved. The buyer is responsible for proving no damage or less damage. In this case, the seller is also entitled to submit the direct debit for the respective payment obligation again.
- The invoices are sent to the buyer by e-mail unless the customer expressly requests invoicing in paper form.
§ 10 Place of Performance, Place of Jurisdiction
- The law of the Federal Republic of Germany applies to these conditions and the entire legal relationship between the seller and the buyer, excluding the UN sales law.
- Place of fulfillment and payment is our place of business in Großröhrsdorf.
- If the customer is a merchant, a legal entity under public law or a special fund under public law, the court responsible for our place of business is the exclusive place of jurisdiction.
- Should individual provisions of the contract with the buyer, including these general terms and conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective regulation is to be replaced by a regulation that comes as close as possible to what is economically intended in terms of meaning and purpose. The same applies in the event of a loophole.
Großröhrsdorf, August 1st, 2021