General Terms and Conditions
1. Our offers regarding price, quantity, delivery periods and similar matters are always non-binding. The purchase contract is concluded only upon our written order confirmation. The buyer’s purchasing terms deviating from these conditions apply only if we confirm them in writing. Side agreements or amendments to these conditions – including statements by our sales offices and representatives – are legally effective only if confirmed by us in writing.
For all orders we reserve the right to over- or under-deliver by 10%. If information or other findings after order confirmation indicate a risk to our claims, we are entitled to demand advance payment or adequate security. If such payment or security is refused, we may withdraw from the contract without liability for non-performance. We are entitled to assign our claims arising from deliveries and services for financing purposes.
2. Place of performance and jurisdiction – including for bills of exchange and cheques – is the registered office of SHB GmbH in Crailsheim. If the supplier assigns its claims, the assignee may choose the court having jurisdiction. German law applies. The contract language is German.
3. If payment terms are not complied with or payment is deferred, interest shall accrue at customary bank lending rates, but at least 3 percentage points above the respective discount rate of Deutsche Bundesbank. Further rights, in particular claims for damages caused by late payment, remain reserved. In case of default we may declare the entire balance due from the business relationship. All payments shall first be credited to interest and costs, then to the oldest claims. Acceptance of bills of exchange and cheques is for payment purposes only. Costs of discounting and collection shall be borne by the purchaser. Contrary instructions by the buyer are ineffective.
4. Delivery periods run, subject to unforeseen obstacles, from the date of order confirmation until dispatch ex works. If dispatch is delayed due to circumstances attributable to the purchaser, the dispatch date shall be deemed to be the date on which the goods are ready for dispatch at our premises.
If we exceed an agreed delivery period, the purchaser may withdraw from the contract only after expiry of a grace period of at least three weeks set by the purchaser without result. Further claims are excluded. Partial deliveries are permissible and shall constitute independent transactions. Force majeure and other impediments such as war, strike, lockout, riot, shortage of raw materials, machinery breakdown, other operational or transport delays entitle us, at our option, to demand a reasonable extension of delivery periods after the impediment has ceased or to withdraw from the contract.
5. Dispatch of our goods is ex works at the recipient’s risk, even when our own means of transport are used.
6. We do not provide insurance cover. We assume no liability for property of the purchaser (e.g. materials supplied by the purchaser); insurance is taken out only upon request.
7. Defects must be notified to us in writing after receipt of the goods by the buyer or at the delivery location designated by the buyer, namely:
a) for obvious defects within one week,
b) for hidden defects within one week of discovery, but no later than six weeks after receipt of the goods. Returns may only be made with our consent. Goods that have been processed or treated can no longer be rejected unless hidden defects are present that are demonstrably due to our fault.
If the buyer leaves the goods identified as defective in storage with us, the above periods run from receipt of our invoice for those goods. We shall give the buyer the opportunity to inspect the stored goods. If a complaint is made in time and is justified, we may, at our option, replace the goods with a new delivery period, take back the goods against credit, or remedy the defect.
Further claims of the customer, in particular for rescission, reduction or damages, are excluded. The limitation period begins one month after we reject the defect notice.
Commercially customary deviations from samples as to colour, nature, specific weight, dimensions or gauge do not justify complaints. We reserve gauge tolerances of ±10% and width tolerances of ±1 mm.
For special lots the right to give notice of defects is excluded; for second-quality goods it is limited to delivery of reject goods.
8. The buyer is liable for infringement of copyrights in connection with custom-made products. If we provide technical advice or assistance for the specification of our products, this is based on our latest technical experience. No warranty or compensation claims of any kind may be derived therefrom.
9. Assignment and set-off of direct or indirect claims of the buyer arising from contracts concluded with us, as well as retention due to counterclaims not recognised by us, are excluded unless we expressly consent.
10. Delivery is made subject to retention of title pursuant to Section 449 of the German Civil Code (BGB), with the following extensions:
a) Title to the goods passes to the buyer only when the total invoice amount has been paid in full and cheques and bills of exchange have been honoured.
b) Until full payment the goods may not be pledged or transferred by way of security for delivery, but may be sold in the ordinary course of business. The delivered goods remain our property until full payment of the purchase price and, if cheques and bills are accepted, until they are honoured. If payment is made by cheque or bill, our retention of title also continues until full honouring of the bills.
In case of default we may take back the goods.
c) The buyer is entitled to dispose of and resell the goods in the ordinary course of business. Extraordinary dispositions such as pledges or transfers by way of security require our consent.
d) If goods are delivered on pallets or in cartons supplied by us, these remain our property and must be returned to us carriage paid by the customer unless immediate return is impossible for other reasons. If they are not returned, we are entitled to charge the customer for the pallets or cartons.
e) The buyer must notify us without delay of any third-party access to goods delivered under retention of title (e.g. attachment by other creditors).
11. a) If the buyer processes our goods, we are deemed the manufacturer and acquire title to the newly created goods. If processing is carried out together with other materials, we acquire co-ownership in the ratio of the invoice value of our goods to that of the other materials. If, in the case of combination or mixing of our goods with an item of the buyer, the buyer’s item is regarded as the principal item, co-ownership of the item passes to us in the ratio of the invoice value of our goods to the invoice value or – if none exists – the market value of the principal item. In these cases the buyer is deemed bailee.
b) In case of default by the buyer we are entitled, even without exercising withdrawal and without setting a grace period, to demand provisional surrender of the goods owned by us at the buyer’s expense.
c) The buyer hereby assigns to us, to the extent of our ownership share in the goods sold, all claims arising from the sale of goods in which we have ownership rights, by way of security.
d) Upon our request the buyer shall provide all necessary information on stock of goods owned by us and on claims assigned to us under clause 11(c) and shall notify its customers of the assignment.
e) If the value of the collateral exceeds our claims by more than 25%, we shall release collateral at our discretion upon request.
f) Unless otherwise agreed, our goods are intended for processing in the buyer’s own operations.
g) We are entitled to process data relating to the buyer obtained in connection with the business relationship or in that context, whether provided by the buyer or third parties, within the meaning of the German Federal Data Protection Act (BDSG).
12. Standard packaging is not charged; any special or individual packaging required is at cost price.
13. All amendments to these terms must be in writing. Oral or telephone agreements before conclusion of a contract are ineffective without written confirmation. The possible invalidity of individual provisions does not affect the validity of the remaining provisions.
(VLZ_02_2 of 25 February 1994)
