General Terms and Conditions of Delivery and Payment SORST Expanded Metal

§ 1 Scope of application

(1) Our services to entrepreneurs (customers) are provided exclusively on the basis of the following terms and conditions. These shall apply to all present and future business relations between the contracting parties, even if they are not expressly agreed again.

(2) Deviating, conflicting or supplementary general terms and conditions of the customer shall not become part of the contract, even if we are aware of them, unless we expressly agree to their validity in writing.

 

 

§ 2 Conclusion of contract Offer documents

(1) Our offers are subject to change.

(2) By ordering goods, the customer makes a binding declaration that he wishes to purchase the goods. We are entitled to accept the contractual offer contained in the order within four weeks from the date of the order.

(3) Only the agreements made or confirmed in writing or by fax shall be decisive for the acceptance, scope and execution of the delivery. Telephone or verbal agreements or ancillary agreements must be confirmed in writing by the parties in order to be valid. Our employees are not authorized to agree changes to the terms of delivery and payment.

(4) Customary deviations or DIN tolerances for dimensions, shape and weight are permissible for the raw materials and the design of the ordered goods. We manufacture in accordance with the following DIN regulations: 6930, 24041, 24043 and 791. For flatness tolerances, it can be assumed that the sheets are rolled by machine according to the current state of the art.

(5) Without express agreement, no special surface quality of the base material, in particular the surface finish of the surface finish of the base material, is guaranteed. not owed fat-free.

(6) Excess deliveries of up to 10 % and short deliveries of up to 5 % are permissible.

(7) The provisions of § 312 e para. 1 sentence 1 nos. 1-3 and sentence 2 BGB shall not apply.

(8) We reserve the right of ownership and copyright to illustrations, drawings, calculations and other documents. They may not be made accessible to third parties. This applies in particular to for such written documents that are designated as “confidential”; disclosure is only permitted with our written consent.

 

 

§ 3 Obligation to perform Delivery periods

(1) The conclusion of the contract is subject to correct, complete and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, incorrect delivery or delayed delivery and we have concluded a congruent hedging transaction with our supplier.

The customer shall be informed immediately of the non-availability of the service. Any consideration provided by him shall be reimbursed immediately.

(2) Delivery dates or deadlines, which can be agreed as binding or non-binding, must be in writing. Delivery dates are only binding if they have been expressly confirmed by us in writing as binding.

The date of our order confirmation is decisive for the start of the delivery period.

The delivery period shall be deemed to have been met if the goods have left the factory before the end of the delivery period. Compliance with the delivery time is subject to the timely receipt of all documents to be supplied by the customer and any necessary approvals as well as the fulfillment of agreed obligations.

 

(3) In the event of hindrances on our part or on the part of our suppliers due to force majeure, we shall be released from the obligation to deliver for the duration of the hindrance. Agreed delivery periods shall be extended to a reasonable extent – even within a delay in delivery. Force majeure includes, in particular, war, strikes and lockouts at our suppliers or – if the strike or lockout is lawful – at our premises, civil unrest, terrorist attacks and natural disasters.

(4) In the event of unlawful industrial action (in particular strikes and lockouts) at our premises, we shall not be liable insofar as we are only guilty of slight negligence.

(5) If the obstacle within the meaning of para. 3 of this provision is of a permanent nature, we are entitled to withdraw from the contract, unless the obstacle was already recognizable with due diligence at the time of conclusion of the contract. 1 sentences 3 and 4 of this provision without delay and reimburse any consideration provided without delay.

 

In the same way, in the case of permanent obstacles within the meaning of para. 3 of this provision, the customer is also entitled to withdraw from the contract

 

(6) In the event of subsequent amendments to the contract which may affect the delivery period, the delivery period shall be extended to a reasonable extent.

(7) We are entitled to make partial deliveries Partial deliveries will be invoiced immediately.

(8) If the performance owed by us is only determined by type, we are only obliged to deliver from our own production. If we are not obliged to deliver according to this, we will inform the customer according to para. 1 sentences 3 and 4 of this provision without delay and reimburse any consideration provided without delay.

(9) The duration of a reasonable grace period to be set by the customer in the event of a delay in performance shall be set at a minimum of three weeks. The period begins with our receipt of the grace period.

(10) If we are in default of delivery for reasons for which we are responsible, the customer’s claims shall be limited to 1% of the delivery value (excluding VAT) for each full week of delay, up to a maximum of 5% of the delivery value (excluding VAT). This does not apply to claims arising from injury to life, limb or health or if we are guilty of intent or gross negligence.

(11) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the goods shall also pass to the customer at the point in time at which the customer is in default of acceptance.

 

 

§ 4 Retention of title

(1) We reserve title to the goods until full settlement of all claims arising from the current business relationship, regardless of the legal grounds

(goods subject to retention of title).

(2) The handling and processing of reserved goods shall be carried out for us as manufacturer within the meaning of § 950 BGB, without this giving rise to any obligations for us. Processed goods are deemed to be reserved goods. If goods subject to retention of title are combined or mixed with other goods, we shall be entitled to co-ownership of the newly created item or the stock of goods in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. If our ownership expires through combination or mixing, the customer hereby transfers to us the ownership to which he is entitled to the new item or the new stock of goods to the extent of the invoice value of the reserved goods. The customer shall store new property for us free of charge.

(3) If goods subject to retention of title are sold together with other goods, the assignment of the claim from the resale shall only apply to the amount of our invoice value of the goods subject to retention of title. In the event of the sale of goods in which we have co-ownership, the assignment shall only apply to the amount of the co-ownership share.

(4) The customer is obliged to treat the goods with care. If maintenance and inspection work is required, the customer must carry this out regularly at his own expense.

 

(5) The customer is obliged to inform us immediately of any access by third parties to the goods (e.g. seizure) as well as any damage to or destruction of the goods. The customer must also notify us immediately of any change of ownership of the goods and of any change of registered office.

(6) We shall be entitled, in the event of breach of contract by the customer, in particular in the event of default in payment or breach of an obligation under para. 4 and 5 of this provision from the contract. and to demand the return of the goods. We shall also be entitled to do so if the customer suspends payments and/or applies for the opening of insolvency proceedings or if circumstances arise which we are not entitled to make payments in accordance with § 5 para. 9 of these terms and conditions shall entitle the customer to demand immediate payment of the entire outstanding debt.

(7) If we demand in accordance with para. 6 of this provision, the customer is obliged to return the goods immediately upon first request

 

The customer authorizes us to enter rooms in which goods subject to retention of title are stored and to take possession of the goods subject to retention of title.

 

(8) The customer is revocably entitled to resell the goods in the ordinary course of business. Resale shall also include the fulfillment of a contract for work and services or a contract for work and materials or the installation by the customer in land or facilities connected to land.

(9) If goods subject to retention of title are installed by or on behalf of the customer as an essential component in the property of a third party, the customer hereby assigns to us any claims for remuneration with all ancillary rights (including the right to the granting of a security mortgage) against the third party or the party concerned; we accept the assignment.

 

If goods subject to retention of title are installed as an integral part of the customer’s property, the customer hereby assigns to us the claims arising from the sale of the property or property rights, including all ancillary rights; we accept the assignment.

 

(10) The customer hereby assigns to us all claims in the amount of the invoice which accrue to him against third parties as a result of the resale. We accept the assignment. After the assignment, the customer is entitled to collect the claims in his own name and for his own account. We reserve the right to collect the claim ourselves if the customer does not properly meet his payment obligations and is in default of payment.

(11) If the goods are resold on credit, the customer shall reserve title to the goods vis-à-vis his buyer. The customer hereby assigns to us the rights and claims arising from this retention of title; we accept the assignment.

(12) Insofar as the customer is entitled to claims against third parties, in particular against the supplier, due to damage, reduction, loss or destruction of goods subject to retention of title or for other reasons. insurer, the customer hereby assigns to us such claims, together with all ancillary rights, in the amount of our claim. We accept the assignment.

(13) We undertake to release the securities to which we are entitled at our discretion to the extent that their value exceeds our claims – not only temporarily – by more than 20%.

 

 

§ 5 Remuneration Default of payment Offsetting

(1) Prices are net prices plus the statutory VAT applicable on the day of delivery.

(2) If fixed prices are agreed in exceptional cases, we reserve the right to increase prices accordingly if our costs increase between conclusion of the contract and delivery due to increases in the prices of materials and raw materials, wages and salaries or other cost increases.

(3) Our prices are ex works excluding insurance and packaging costs, unless otherwise agreed in writing.

(4) Our invoices are to be paid by the customer upon receipt without deduction.

(5) The customer shall be in default of payment if he does not settle our invoice within 14 days of receipt of the invoice. For all means of payment, receipt of payment shall be deemed to be the day on which we can dispose of the amount, unless otherwise agreed in writing.

(6) During the period of default, the customer shall pay interest on the debt at 8 percentage points above the prime rate. This does not exclude the assertion of further damages.

(7) The customer has a right to offset, to assert a right of retention or to assert the rights arising from §§ 438 para. 4 and 5 or 634a para. 4 and 5 BGB only if his counterclaims have been legally established or are undisputed.

(8) Checks or bills of exchange shall only be accepted on account of performance. We expressly reserve the right to refuse checks or bills of exchange. Discount and bill charges shall be borne by the customer and are payable immediately.

(9) If we become aware of circumstances which call into question the creditworthiness of the customer, in particular If a customer’s check is not honored or if the customer suspends payments, we are entitled to demand immediate payment of the entire remaining debt. Such circumstances shall entitle us to perform outstanding services only against advance payment or provision of security.

(10) If the customer finally ceases to make payments and/or if insolvency proceedings are instituted against his assets or judicial or extrajudicial composition proceedings are applied for, we shall be entitled to withdraw from the unfulfilled part of the contract.

(11) We are entitled to offset payments against the customer’s older debts first, even if the customer stipulates otherwise. If costs and/or interest have already been incurred, we are entitled, even if the customer stipulates otherwise, to offset the payment first against the costs, then against the interest and finally against the principal claim. We will inform the customer of any such crediting/offsetting.

(12) Representatives are not authorized to collect payments without written authorization

 

 

§ 6 Assignment of rights

Claims of the customer against us may only be assigned with our prior written consent.

 

 

§ 7 Provision of security

If, after dispatch of the order confirmation, we become aware of reasons which justify the assumption that the customer’s financial situation is worse than originally assumed, we shall be entitled to demand the provision of security, irrespective of the terms of payment stipulated in the order confirmation.

 

 

§ 8 Call-off orders

(1) Call-off orders must be called off by the customer within one year of placing the order at the latest.

(2) If call-off orders are not called off in accordance with the contract, we shall be entitled to invoice call-off quantities that have fallen due and, after a further two weeks, to send them to the customer at the same time as any processed or unprocessed material, charging the agreed remuneration immediately, but at least our total expenditure.

(3) In the case of ongoing delivery schedules, the customer must give notice of the planned discontinuation of the part as soon as possible – but at least 6 months before discontinuation. Otherwise, he must reimburse pre-planned material and production costs. This shall not affect the assertion of further claims for damages.

 

 

§ 9 Transfer of risk of sale by dispatch

(1) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover, in the case of sale by dispatch upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. From the same date, the customer shall be liable for any damage that may be caused to third parties. This also applies to carriage paid delivery.

(2) The shipping route, shipping method and shipping means shall be left to us to the exclusion of our liability and without guarantee for the cheapest transportation.

(3) If dispatch is delayed or not carried out at the instigation of the customer, the risk shall pass to the customer upon notification of readiness for dispatch. In addition, we shall be entitled to charge him at least 0.5% of the invoice value for the costs incurred by storage at our premises after expiry of one month after notification of readiness for dispatch.

(4) At the customer’s request, deliveries shall be insured in his name and for his account. The customer must indicate such a request in writing when placing the order.

(5) Complaints by the customer due to missing parts must be made within one week of receipt of the delivery at the latest.

 

 

§ 10 Packaging

The goods will be packed if the customer so wishes or if we deem it necessary. Packaging shall be charged at cost price unless otherwise agreed in writing. Claims of the customer due to defective packaging are excluded, unless they are based on intentional or grossly negligent behavior on our part.

 

 

§ 11 Warranty

(1) Warranty claims of the customer require that the customer has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with §§ 377, 378 HGB, otherwise the goods shall be deemed approved and the assertion of warranty claims shall be excluded.

The customer is also obliged to inspect the goods and give notice of defects without delay in accordance with § 377 HGB (German Commercial Code) in the event of incorrect delivery. If no complaint is made immediately, the goods shall be deemed to have been approved.

 

(2) If the goods are not sent to the customer but to a third party, the customer must ensure that the goods are immediately inspected and accepted by the third party. Otherwise the goods shall be deemed to have been delivered in accordance with the contract.

(3) We shall initially provide warranty for defects in the goods at our discretion by repair or replacement (subsequent performance). Multiple reworking up to three attempts is permitted.

 

The customer must keep the rejected goods ready for inspection by us in the condition in which they were at the time the defect was discovered.

 

(4) If the subsequent performance fails or if we refuse it, the customer may in principle demand a reduction of the remuneration (reduction) or rescission of the contract (withdrawal). In the event of only a minor breach of contract, in particular However, the customer has no right of withdrawal in the event of only minor defects.

(5) If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he shall not be entitled to any additional claims for damages due to the defect.

(6) Public statements, recommendations or advertising on our part or on the part of the manufacturer do not constitute a contractual description of the quality of the goods.

(7) The limitation period for claims for defects in the cases of §§ 438 para. 1 No.2 and 634a para. 1 No. 2 BGB one year from delivery of the goods. This shall not apply if we can be accused of fraudulent intent or gross negligence. Furthermore, this does not apply to claims by the customer for injury to life, limb or health. The obligation to give timely notice of defects pursuant to para. 1 of this provision remains unaffected.

(8) Otherwise, the limitation period for claims for defects shall be one year from delivery of the goods. This shall not apply if we can be accused of fraudulent intent or gross negligence. Furthermore, this does not apply to claims by the customer for injury to life, limb or health. The obligation to give timely notice of defects pursuant to para. 1 of this provision remains unaffected.

(9) If the customer receives faulty assembly instructions, we shall only be obliged to supply faultless assembly instructions and only if the fault in the assembly instructions prevents proper assembly.

(10) If the customer does not follow our operating or maintenance instructions, makes changes to the products, replaces parts or uses unsuitable consumables, any warranty on our part shall lapse if the customer does not refute a substantiated claim that the defect was caused by one of these circumstances.

(11) The customer does not receive any guarantees from us in the legal sense.

 

 

§ 12 Limitations of liability

(1) In the event of slightly negligent breaches of duty, our liability shall be limited – irrespective of the legal grounds, subject to the provision in para. 3 of this provision – to the foreseeable, contract-typical and direct damage according to the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents.

(2) We or our vicarious agents shall be liable for whatever legal reason, subject to the provision in para. 3 of this provision – in the event of a slightly negligent breach of insignificant contractual obligations.

(3) The limitations of liability in para. 1 and 2 of this provision shall not apply to claims of the customer arising from product liability. They also do not apply to claims by the customer for injury to life, limb or health.

 

 

§ 13 Final provisions

(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) Amendments or supplements to the contract concluded between us and the customer must be made in writing, whereby transmission by fax is sufficient. This also applies to a waiver of the written form requirement.

(3) If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of performance and exclusive place of jurisdiction for disputes arising from this contract shall be our registered office. The same applies if the customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time the action is brought.

(4) Should individual provisions of the contract with the customer, 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 invalid provision shall then be replaced by a provision that comes as close as possible to the economic intention in a legally valid form. The same applies if there is a gap in the contract.

(5) We would like to point out that personal data collected in the course of our business relationship will be stored by us.

 

Status: January 01, 2008