Schneider Senator SSB GmbH
General Sales Terms and Delivery Conditions

§ 1 General
For all current and future performances based on business connections between Orderer (Purchaser) and Schneider Senator SSB GmbH, Buchholz i.d.N. (Seller) only the following General Sales Terms and Delivery Conditions are applicable. These Terms and Conditions are accepted without any reservation by Purchaser, by placing of order. In case of stipulated installation by Seller, the terms for appointment of service technicians for assembly of machines, briefings and repairs are additionally applicable.

Contradictory Terms and Conditions of Purchaser are invalid. They are without obligation for Seller, even if they underlie Purchaser's order.

 

§ 2 Documents
The documents belonging to the offer (e.g. drawings, declarations of weight, measures, power and compressed air requirements) are not binding. The documents as well as the copyright shall remain Seller's sole and absolute property in accordance with 5. The documents shall not be made available to a third party without prior consent of Seller.

Only manufacturer's statements shall classify the condition of the goods. Public statements of Seller do not constitute the condition of the goods.


§ 3 Delivery, Delivery Periods
Delivery shall take place corresponding to the written confirmation of order or to Seller's offer. Seller is entitled to part-delivery to reasonable extent.

Delivery shall be made ex works, unless otherwise agreed. Unless expressly otherwise agreed, the risk of the goods shall pass on to freight forwarder (acting transport person) with preparation for collection resp., if forwarding is agreed, with handing over of the goods to the freight forwarder. This also applies in case Seller accepts the obligation of forwarding or installation of the goods.

In case a specific period of time is agreed for performance, this period starts with conclusion of the contract. For the adherence to the time limit the timely placing of the goods for collection resp. dispatch is sufficient.

Exceedance of the stipulated delivery date or deadlines entitles Purchaser to withdraw from the contract, provided he has placed a reasonable period of grace of at least 14 days. In case performance prolongates for reasons attributable to Purchaser, default of acceptance and passing of the risk shall eventuate, provided the goods are placed for collection resp. disposal for freight forwarder.

In case of impediments on the part of Seller or his prior distributor, which they are not responsible for, and if performance is permanently impossible due to such occurrence, both, Purchaser and Seller, are entitled to withdraw from the contract.


§ 4 Prices and Payments, Set-Off and Right of Retention
Unless otherwise agreed, prices do not include packing, postage, insurance, installation, purchase tax or duty.

Unless otherwise agreed, payment is to be effected without any deductions, immediately after delivery and receipt of the invoice. Incidental bank charges and other costs concerning money transactions are at Purchaser's expense. Cheques and bills of exchange are accepted only on account of performance. Seller is entitled to reject bills of exchange.

Delay of payment occurs 30 days after maturity and receipt of the invoice, at the latest. From the beginning of delay, interest of 5 % above the base rate of the ECB (European Central Bank) is to be paid, however no less than 5 percent per annum.

Offsetting is excluded in relation to counter-claims which are not admitted by Seller nor determined by final judicial decision.

Right of retention of Purchaser is excluded, unless it relates to undisputed or legally established, unappealable counter-claims.


§ 5 Retention of Title
The delivered goods shall remain Seller's sole and absolute property as legal and equitable owner until Purchaser's full payment for the goods and all other goods and services supplied to Customer. Purchaser is obligated to guarantee Seller's property also in compliance with the rules and legal requirements of the country in which the goods are positioned.

Purchaser is not entitled to pledge the goods or to assign them to a third party by way of security. Purchaser is entitled to resell the goods in the ordinary course of business, provided Seller's right of retention takes effect on subsequent purchaser. This entitlement shall cease if insolvency proceedings are instituted against Purchaser or if sequestration is ordered or any other comparable proceeding. Purchaser assigns the full proceeds of the sale, including all subsidiary claims to Seller, until all claims arising from business relations between Seller and Purchaser are met. Purchaser is entitled to collect the claims; this entitlement can be cancelled at any time. Seller is entitled to notify the subsequent purchaser about the assignment of the sale's proceeds to him. Purchaser is obligated to notify Seller about any relocation of the delivered goods.

Purchaser acknowledges that for the duration of the retention of title he is in possession of the goods solely as fiduciary and bailee for Seller; He is obligated at his own expense to store the goods safely and take every care to protect the interest of the Seller. In case Seller's property is damaged by a third person, Purchaser notifies him immediately and provides him with all documents available. Purchaser notifies the third person about Seller's property. Purchaser is obligated to bear Seller's costs arising from the required counteract of the adverse effects.

Seller is entitled to withdraw from the contract and demand return of the goods in case of delay of payment, improper handling of the goods or any other Purchaser's behaviour which is contrary to the contract. This also applies to imminent suspension of payment. It shall not be deemed to be a withdrawal of the contract if Seller exercises his right of retention or distrains upon the delivered item.

Seller is entitled to insure the goods against all risks for the time of his right of retention. Purchaser is obliged to bear the expenses unless Purchaser provides the required insurance himself.


§ 6 Warranty
Externally visible deficiencies must be notified in writing to Seller immediately after delivery resp. performance. Revealed deficiencies must be notified in writing immediately after discovery, in each case within 7 calendar days at the latest. Warranty expires after one year. The limitation period of warranty starts with the passing of risk. This restriction does not apply to claims for damages due to injury to life , body or health or intentional or grossly negligent caused damage. In these cases, the statutory limitation of claims applies. Warranty claims are not assignable.

In the event of a defect of the delivered good, Seller is entitled to choose as remedy between repair of the defect (remedy of defects) or to supply another product as ordered free from defects (replacement). Seller can usually remedy defects by providing exchange parts at the place of execution. Property in the replaced parts passes on to Seller.

Maintenance work and repair as well as changes in the delivered item which are not carried out by a qualified professional, lead to expiry of the warran-ty, unless Seller gave his prior consent concerning these operations. This also applies if the goods were not maintained according to the regulations. The delivered goods are determined for use of machines in single shift operation. Seller shall not be held responsible for defects based on excessive wear of the machine.


§ 7 Compensation
Seller is not liable for damages to property or financial damages caused by slight negligence. This does not apply to a breach of duty which is essential for the proper execution of the contract and where the customer can reasonably expect compliance with this duty; in this case, the liability of Seller for damages to property or financial damages caused by slight negligence is limited to the typical and foreseeable damage with respect to the contract and for consequential damages to an amount limited to 50 % of the fair value of the contractual machine.

Seller is only liable for intent and gross negligence. In case of violation of a cardinal obligation, life, body or health, Seller is also liable for slight negligence.

Liability according to German product liability rules remains unaffected.


§ 8 Applicable Law, Place of Execution and Jurisdiction
This contract shall be governed by and construed in accordance only with the laws of the Federal Republic of Germany - in particular to the exclusion of the International Sale of Goods Convention (CISG).

Place of delivery and place of payment is Buchholz i.d.N./FRG. The Court of Justice for any dispute arising under this contract shall be Tostedt/FRG. Seller is however entitled to file suit before any other statutory court of jurisdiction.


§ 9 Miscellaneous
Subsidiary agreements and alterations must be confirmed in writing in order to be valid.
The German version of these provisions is decisive.

Schneider Senator SSB GmbH
AGB 08/2017

   
       
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