General terms and conditions of schmierer's commercial contract terms
Sales and delivery conditions
1. Overview
1.1 The following sales and delivery conditions only apply to all deliveries and other services; They only apply to merchants within the meaning of Article 24 of the General Terms and Conditions Act.
1.2. Conditions that are not explicitly recognized by the supplier as different from those of the buyer are not binding, even if the supplier does not explicitly object.
1.3. Other agreements, changes, and additional agreements require written confirmation.
1.4. The inclusion and interpretation of these sales and delivery conditions, as well as the conclusion and interpretation of legal transactions with the buyer themselves. The Uniform Law on the Signing of Contracts for the International Sale of Movable Property (BGBl. 1973 p.868), the Uniform Law on the International Purchase of Movable Property (BGBl. 1973 p.856), and the United Nations Convention on Contracts for the International Sale of Goods do not apply.
1.5. If these sales and delivery terms are proven to be invalid, it will not affect the validity of the remaining terms. The buyer and supplier will replace invalid provisions with new provisions that are allowed by law, as close as possible to legal and economic significance and the purpose pursued.
1.6. The buyer authorizes the supplier to process personal data within the scope permitted and necessary for the performance of contractual relationships, and to transmit it to the department within the supplier without any notice. The company is responsible for the execution of contractual relationships. The supplier expressly reserves the right to purchase credit insurance for any transaction with the customer, and in such cases, provide the insurance company with necessary data recognized by the customer.
1.7. The place of performance for all obligations (including payment obligations) directly or indirectly arising from the relationship of this contract is Dagilao.
1.8. The jurisdiction is under the responsibility, the headquarters of the supplier. Suppliers also have the right to file legal proceedings with the court responsible for the buyer's registered office or branch office.
2. Quotation, Service Scope, and Contract Signing
2.1. All discounts are subject to change.
2.2.1. Only order confirmation plays a decisive role in the service scope agreed upon in the contract.
2.2.2. For customer specific products, if it is unavoidable due to technical reasons and reasonable for the customer, a maximum deviation of+/-10% from the ordered quantity is allowed.
2.2.3. Even after sending the order confirmation, the supplier reserves the right to make changes to the design, material selection, specifications, and design, provided that these changes do not conflict with the order confirmation or the buyer's specifications.
2.2.4. Partial delivery is allowed.
2.2.5. The buyer is obliged to accept the delivered goods without affecting their responsibility and guarantee rights.
2.2.6. The documents on which a quotation or order confirmation is based, such as illustrations, drawings, dimensions, and weights, should usually only be understood as approximate values, unless explicitly specified as binding.
2.3.1. The order is only considered accepted when the supplier confirms the order in writing, or if delivery must be made without prior confirmation of the order. The order placed is irrevocable.
2.3.2. If there is a significant change in the conditions existing at the time of contract signing, the supplier may refuse delivery until the buyer considers or provides appropriate guarantees proportionally.
3. Price and Payment Terms
3.1 Unless otherwise agreed, the price is the factory price, including loading at the factory, but excluding packaging and other transportation costs. Packaging will be charged at cost price and will not be recovered. Value added tax at the corresponding statutory tax rate has been added to the price.
3.2. The price can be found in the valid price list at the time of delivery. The quantity dependency is displayed in the corresponding quotation and price list (quantity range).
3.3. For devices that are not suitable for inventory sales, if the amount included in the order is lower than the minimum order amount displayed in the price list, fees will be charged based on that minimum order amount.
3.4.1. If there are unforeseeable and beyond the supplier's control changes in the production cost of materials, the supplier reserves the right to negotiate with the customer a price that deviates from the confirmed order.
3.4.2. If the customer requests changes after order confirmation, an invoice will be issued for the additional costs incurred.
3.5.1. Payment must be made within 30 days after the invoice is sent, without deducting any fees, or with a 2% discount paid within 10 days. The repair invoice should be paid net immediately.
3.5.2. The fulfillment time for all payments is the date when the customer starts paying the due amount.
3.5.3. If the payment deadline is indeed exceeded, interest of 5% will be charged above the corresponding European Central Bank discount rate, but further claims must be made.
3.5.4. A bill of exchange or check is only accepted as a payment method and is only considered payment if it is unconditionally credited. The bank, discounting, and other fees shall be borne by the buyer.
4. Delivery time, acceptance and transportation
4.1.1 The supplier strives to comply with the specified delivery time. The delivery time is at our discretion, but it is not binding unless it is a fixed date agreed upon in the order confirmation
4.1.2 The delivery time starts after the order confirmation is sent. If the customer fails to provide the required documents, licenses, etc. in a timely manner, or fails to fulfill the necessary contract and payment obligations for the order, the deadline will be reasonably extended. This also applies to measures in labor disputes, especially strikes and shutdowns, as well as unforeseeable obstacles beyond the control of suppliers - such as delivery delays from secondary suppliers, disruptions in transportation and operations, shortages of materials or energy - and clearly have a significant impact on the production or delivery of delivered goods. The supplier shall not be held responsible for the above situation, even if
4.1.3 If the delivered item has left the factory or has been notified before the due date that it is ready for shipment, the delivery deadline is met
4.1.4 If the supplier continues to breach the contract even after the buyer has set a reasonable grace period, and the buyer suffers verifiable damage as a result, then, excluding further claims, he has the right to receive 1/2% compensation per full week for the delay, which results in the inability to deliver on time or the total value of other services used in accordance with the contract, up to a maximum of 5 vH. In all cases of delayed delivery or service, the buyer will not make any further claims for damages. If liability must be assumed in intentional or gross negligence, then this provision does not apply
4.1.5 After the grace period set for the supplier expires, the buyer's right to cancel the contract is not affected
4.2.1 If there is no fixed acceptance period agreed upon, the buyer must accept the delivery project within 8 days after receiving the completion notice
4.2.2 If the buyer places an order as requested and orders multiple delivery items within 12 months after the order date, the delivery items must be retrieved. Article 4.2.1 shall apply accordingly. Special conditions apply to development contracts
4.2.3 If the customer receives it in 4.2.1. And 4.2.2. If the supplier fails to comply with the above obligations, without affecting other legal choices, the supplier has the right to demand immediate payment, storage of the delivered items (at the buyer's expense and risk), or other disposal of the delivered items, and to deliver them to the buyer as soon as possible. In these cases, the risk of accidental loss or damage passes to the buyer upon receipt of a notice of readiness for shipment
4.3.1 The transportation adopts factory delivery method, and the cost and risk are borne by the buyer. The supplier shall only purchase transportation, damage, theft, and other insurance according to the buyer's explicit requirements, and the cost shall be borne by the buyer
4.3.2 If the buyer requests a delay in shipment, a fee for storage at the delivery factory will be charged starting from one month after the notification of preparation for shipment, but at least 0.5% of the invoice amount will be charged per month. The supplier has the right to dispose of the delivered items for other purposes after setting a reasonable deadline, and deliver them to the customer within a reasonable extension of the deadline
5、Installation and assembly
The installation and assembly terms and conditions of the supplier apply to the installation and assembly services, and if the corresponding services are part of the contract, they shall be provided to the buyer.
6、Risk transfer
The risk shall be transferred to the buyer on the date of unreasonable rejection after acceptance, or if the buyer does not take action, the risk shall be transferred to the buyer after the expiration of the period specified in paragraphs 4.2.1 and 4.2.2 above. Or a separately agreed acceptance deadline. If the delivery item has been agreed to be used by the customer or a third party, the risk will be transferred to the carrier (freight company, railway, etc.) when delivering the delivery item. Anyway, when the delivered item is put into use, the risk shifts. If the supplier takes back the goods for reasons beyond their responsibility, the customer bears the risk until the supplier receives the goods
7. Ownership retention
7.1 In principle, until all claims arising from business relationships are fulfilled, the sold goods remain the property of the supplier. The supplier promises to release appropriate guarantees after at least 90% of the claims are paid
7.2 The buyer shall not pledge the delivered goods with retained ownership, nor transfer them as collateral. If a third party seizes, confiscates or otherwise disposes of it, he must immediately notify the supplier
7.3 If the goods are handled or processed by the customer, ownership is retained and extended to the entire new item. When processing, combining, or mixing with third-party items, the supplier obtains joint ownership of the portion corresponding to the ratio of the value of their goods to the value of other goods used by the customer in the activity. As part of orderly commercial operations, buyers have the right to resell goods that retain ownership. If the buyer sells these goods without receiving the full purchase price in advance or transferring the purchased items, they must agree to retain ownership with the customer based on these conditions. The buyer hereby transfers its resale claim and its agreed right to retain ownership to the supplier. This is a statement about protectors, about the rights of protectors, as well as laws regarding the rights and obligations of protectors
8. Maintenance
8.1 If defects are reported to the supplier within 6 months after debugging (but not later than 9 months after risk transfer), the supplier will decide to repair or deliver replacement goods at their own discretion, and the supplier will be responsible. If the repair is not successful, you have the right to do so. If there are obvious defects, the supplier must receive a written defect notice within 14 days after the goods are delivered to the customer; If there are unrecognizable defects, they will be received immediately after the defects become apparent. If the attempt to repair the goods or replace the delivery fails, the buyer reserves the right to request cancellation of the contract or a reduction in price at their own discretion. The buyer must immediately inspect spare or worn parts or parts used for further processing after delivery, and must report any defects immediately. All warranty claims for defects that may be discovered before installation or processing are invalid after processing or installation
8.2 If the buyer arranges to inspect the delivered goods and points out any defects that the supplier should be responsible for in accordance with Article 8.1 above, the buyer must bear the corresponding costs in the absence of defects in the inspection results
8.3 Further claims made by the buyer, especially indirect damages caused by defects, are not included unless they are caused by a lack of guaranteed property. If the supplier has intentional or gross negligence, this provision does not apply
8.4 Unless otherwise agreed between the customer and the supplier, the cost of sending and returning the delivered items and their packaging shall be borne by the supplier
9. Responsibility
9.1 Any claims for damages made by the buyer for any legal reason, including claims based on illegal behavior or indirect damages, shall be excluded. If the supplier has intentional or gross negligence, or assumes responsibility due to a lack of guaranteed property, then this provisionh does not apply
9.2 If the customer makes a claim under the Product Liability Law for personal injury and property damage caused by defects in the delivered items, the exemption from liability shall not apply
9.3 The supplier shall not be liable for damages caused by improper or improper use, improper assembly or commissioning by customers or third parties, failure to follow operating instructions, incorrect or negligent handling, natural wear and tear, chemical, electrochemical or electrical effects, if these effects are not caused by the supplier's intentional or gross negligence, unauthorized modification or repair work
9.4 The buyer's suggestions, especially those regarding the use of the delivered items, shall only be binding on the supplier if they are given or confirmed in writing by the supplier
10. Maintenance
For repairs, the supplier's maintenance and repair terms and conditions apply. If the contract includes corresponding services, the buyer may use these terms and conditions.
11. Copyright
11.1 The supplier reserves ownership of the drawings, sketches, cost estimates, and documents attached to its other quotations and order confirmations. The buyer can only use them for the agreed purpose and may not copy them or provide them to third parties without the supplier's consent. According to the requirements, these documents themselves and all copies must be returned to the supplier
11.2 The tools and/or equipment manufactured by the supplier remain their property, even if their costs have been fully or partially calculated. According to the buyer's request, the supplier is obliged to repay the current value or proportionate current value of the tools and/or equipment. If the supplier refuses, the buyer can request a return