General Terms and Conditions for the Order and Delivery of Goods – 10. July 2019
- For the business relationship with our customers the present general terms and conditions for the order and delivery of goods are exclusively Deviating conditions by the customer that we did not recognize explicitly and in writing shall not apply. This shall still apply if we execute the order without reservation in knowledge of contradictory or deviating conditions of the customer. The exclusion of the customer’s general terms and conditions shall also apply if the terms and conditions contain no separate regulation on specific points. By accepting our order confirmation, customers expressly acknowledge that objections derived from the conditions of purchase are waived.
- Our general terms and conditions shall also apply to all future business relations, even if they are not expressly agreed on
- Whenever the term claims for damages is mentioned in the following, this shall include claims for reimbursement of expenses within the meaning of 284 German Civil Code (BGB).
- Unless otherwise regulated in these terms and conditions or in individual agreements, the law shall
II. Information/Properties of the products
- Information and details in regard to our products, and services rendered by us or our sales agents are exclusively based on our knowledge and previous They do not represent properties or warranties with regard to our products. The values specified in this context are to be regarded as average values of our products. Unless agreed otherwise, we are not responsible for the suitability of our products for the customer’s purposes.
- Information contained in brochures, drawings, and other promotional documents are only an approximate They are only binding if we expressly designate them as binding. Otherwise, the condition of the goods complies only with the contract. We reserve the right to standard tolerances within a framework that is reasonable for the customer.
- A warranty is only considered to be accepted by us if we stated in writing that a property and/ or a successful performance are „legally guaranteed “.
III. Provided documents and data
We reserve the right of ownership and copyright for any samples, illustrations, drawings, data, estimates and other documents about our products and services disclosed and provided to the customer. The customer agrees to not make available the aforementioned samples, data, and/ or documents to third parties unless we give express written consent. Those are to be returned to us upon request insofar as they do not result in an order for us.
IV. Conclusion of contract
- Our offers are non-binding unless expressly designated as binding by They merely represent an invitation to the customer to submit an offer.
- We can accept the order of a customer within 3 weeks by either sending an order confirmation or by mailing the ordered
- A contract will only become effective – also with ongoing business transactions – when we confirm the customer’s order either in writing or in text form through an order The order confirmation is only valid on the condition that all of the customer’s arrears of payment will be settled and that a credit check carried out by us does not disclose negative information. We can replace the order confirmation with the delivery whereby it is sufficient to mail the delivery within the term of acceptance.
- The customer shall inform us in writing in good time before the conclusion of the contract of possible specific demands on our Such information, however, does not extend our contractual obligations and liability. Unless otherwise expressly agreed, we are only obliged to deliver the ordered products as goods that are negotiable and approvable within the Federal Republic of Germany.
- We are entitled to setting a grace period of 14 days after which we can, at our own discretion, demand the immediate remuneration, or withdraw from the contract, or refuse the fulfillment and instead of the whole performance demand The setting of the grace period must be done in writing. It is not necessary in case the customer refuses the performance of the contract. We do not have to point out once again the rights from this clause. In case of the demand for compensation as regulated above, the compensation to be paid equals 20% of the net delivery price plus the turnover tax as applicable by law at the time. The compensation amount is higher or lower if the StS Coupling GmbH has proof for a higher damage or the customer has proof for a lower damage.
- We have the right to deliver products with standard deviations in quality, measurements, weight, colour, and Such goods are considered to be in accordance with the contract.
V. Delivery, Delivery Time, Delay of Delivery
- Appointments for delivery or delivery times that have not been expressly agreed on as binding are non-binding.
- The delivery time specified by StS Coupling GmbH begins with the dispatch of the order confirmation, however not before technical questions have been clarified and the customer has fulfilled all obligations incumbent upon in due form and time, in particular not before he made the stipulated down In that case the delivery time specified by StS Coupling GmbH begins, at the earliest, with receipt of the down payment pursuant to section VII. (2)
- Should we be in default of delivery, the customer initially has to provide us with an appropriate grace period of at least, unless inappropriate, 14 days for Should this grace period elapse without result, claims for damages due to breach of duty – no matter the reason – only exist in accordance with the regulation in section X.
- If the customer is in default of acceptance, the StS Coupling GmbH is entitled to demand compensation for any additional The same applies if the customer culpably violates his obligation to cooperate. With the beginning of the default of acceptance or debtor default, the risk of accidental deterioration and of accidental loss passes onto the customer. Should acceptance not take place on the agreed on collection date, we shall put the goods in storage, for which a storage fee at a flat rate of 1% of the net revenue per week comes due. The storage fee is higher or lower if StS Coupling GmbH can prove a higher or the customer can prove a lower expense.
- If our default causes damages to the customer, he is entitled to demand a compensation for delay to the exclusion of all further For every commenced week, this amounts to 0.5% of net remuneration for the goods whose delivery is delayed; the maximum amount, however, shall be 5% of the net remuneration of the total delivery and/or overall performance, which due to the delay was not delivered or provided by us in due time and in accordance with the contract. Any further compensation on our part for the damages caused by the delay is excluded. This does not apply in case of intentional, grossly negligent or fraudulent actions on our part; in case of claims due to injury of body, life, or procurement according to § 276 GERMAN CIVIL CODE (BGB); and in case of statutory liability.
- StS Coupling GmbH prices are ex works warehouse Zweibrücken without packaging (EXW in accordance with Incoterms 2010) unless otherwise specified in the order Statutory Sales Tax is not included.
- The purchase price is due within 30 days from receipt of the invoice by the customer unless a different term of payment arises from the order A discount deduction is only permitted with a special written agreement between StS Coupling GmbH and the customer. Payment shall only then be deemed made when the amount owed is at StS Coupling GmbH’s disposal. Methods of payment other than bank transfer require a special agreement between us and the customer; this applies in particular in case of negotiation of cheques and bills of exchange. In case of payment by cheque, payment is only deemed made once the cheque is deposited.
- Should the customer be in arrears with a payment, statutory regulations shall
- The customer is only entitled to an offset, even if notifications of defect or counterclaims are asserted, if the counterclaims have been established as final or are not contented by StS Coupling The customer is only entitled to exercise the right of retention if his counterclaim is based on the same contractual relationship.
- The customer must report without delay (§ 377 German Commercial Code [HGB]) in writing defects identifiable by reasonable examination, in any case, however, not more than 12 days after the handover of the delivered item; hidden defects are to be reported in writing immediately after Failure to give notice in due time shall exclude any claim by the customer arising from breach of duty due to material defects. This shall not apply in case of intentional, grossly negligent or fraudulent actions on our part; in case of claims due to injury of body, life, or health, or the acceptance of a warranty of freedom from defect or a procurement risk according to § 276 GERMAN CIVIL CODE (BGB) or other statutory liabilities.
- Unless otherwise agreed, we shall give warranty for material defects over a period of 12 months, beginning with the day of risk transfer (cf. 3), in case of the customer refusing to accept or assume delivery beginning Code (BGB); claims due to injury of body, life, or health; fraudulent, intentional or grossly negligent action on our part; or if in cases of §§ 478, 479 German Civil Code (BGB) (recourse in the chain of supply), § 438 section 1 No. 2 German Civil Code (BGB) (construction of buildings and delivery of things for buildings) or in cases where a longer period of limitation is legally prescribed. A reversal of the burden of proof is not connected with the above regulation.
- Should a defect be the fault of StS Coupling GmbH, we have the obligation to subsequent performance, under exclusion of the customer’s right to withdraw from the contract or to reduce the purchase price (reduction), unless the law provides for a right to reject subsequent The customer is obliged to grant StS Coupling GmbH an appropriate period of time to carry out subsequent performance. It is the client’s choice whether the subsequent performance be carried out by rectifying the defect (subsequent improvement) or by delivery of new goods. In case of reparation of the defect, StS Coupling GmbH shall cover the necessary expenses as far as they do not increase because the contractual object is located at a place other than the place of fulfillment. Should subsequent performance fail, the customer has the choice to demand the reduction of the purchase price (reduction) or declare his withdrawal from the contract. Subsequent performance is considered to have failed with the second unsuccessful attempt as far as based on the contractual object further attempts to subsequent performance are appropriate and reasonable to the customer.
- Our warranty (claims arising from breach of duty due to poor performance in defects) and the resulting liability are excluded as far as the defects and related damages are not provably due to defective material, defective construction, or poor workmanship, to faulty production materials, or if owed, to poor instructions of Warranty and the resulting liability due to breach of duty due to poor performance are excluded in particular in case of damages resulting from incorrect use, inappropriate storage conditions, and in case of damaged due to chemical, electromagnetic, mechanical or electrolytic influences that are not compliant with the standard influences as specified in our product description or a divergent agreed on product specification or the product specific data sheet on our part or the manufacturer’s part. The above shall not apply in case of fraudulent, grossly negligent or premeditated action on our part, in from the day of the notification of readiness of provision of the goods. This shall not apply to damage claims stemming from a warranty; the assumption of a procure- ment risk within the meaning of § 276 German Civil of supply; supplier recourse) if the customer worked on, processed or otherwise altered unless it is in accordance with the contractually intended purpose of the products.
- We do not assume any warranty in accordance with § 478, 479 German Civil Code (BGB) (recourse in the chain of supply; supplier recourse) if the customer worked on, processed or otherwise altered unless it is in accordance with the contractually intended purpose of the products.
- Recognition of breach of duty with regard to material defects must always be done in
- As long as we are not accused of intentional breach of contract, the liability for damages is limited to foreseeable, typically occurring
VIII. Retention of Title
- Until fulfilment of all claims, including all current account balance claims, to which StS Coupling GmbH is entitled from the customer now or in the future, the delivered goods (conditional goods) shall remain property of StS Coupling
- The customer is obliged to handle the conditional goods with care and to insure them adequately and at replacement value at his expense against damages through fire, water and Claims against the insurance in case of damage of conditional goods are hereby already transferred to us at the value of the conditional goods. Should maintenance and inspection work become necessary, they shall be carried out by the customer in a timely manner and at his expense.
- The customer is entitled to lawfully sell and/ or use the conditional goods in a commercial transaction as long as he is not in default of Pledges and chattel mortgages are impermissible. Should the conditional goods not be paid immediately by the third party, the customer is obligated to only sell under reservation of ownership.
- The customer hereby already relinquishes to us all claims including securities and supplementary rights that arise for him against the end user or against third parties from or in connection with the resale of conditional StS Coupling GmbH hereby accepts the relinquishment. Agreements that infringe on our rights are prohibited.
- We revocably authorize the customer to collect in his own name the relinquished claims for his We shall only revoke the direct debit authorization in case of legitimate interest. Such a legitimate interest is present, for instance, if the customer does not properly meets his payment obligations. Upon our request, he is obligated to provide us with all necessary information and documents needed for the collection of assigned claims and, unless we do so ourselves, to inform his buyer without delay of the relinquishment to us.
- Should the customer add claims arising from resale of conditional goods to a current account relationship with his buyer, he shall already relinquish to us a closing balance arising in his favour in the amount of the sum corresponding to the total amount of the claims from resale of our conditional goods added to the current account.
- The customer shall not be authorized to relinquish a claim even for the purpose of collection of debts by means of factoring, unless the obligation of the factor to continue carrying out compensatory measures directly to us for as long as we have claims against the customer is determined at the same
- In case of behaviour contrary to contract, for instance default of payment, we have the right, after rescission from the contract, to take back the conditional The customer shall bear the cost of return transport. Should we take back the conditional goods, this presents a rescission from the contract. This also applies should we seize the conditional goods. StS Coupling GmbH is entitled to utilize the conditional goods after return. After deduction of an appropriate amount for the utilisation costs, the utilisation proceeds shall be offset against the amounts owed to us by the customer.
- We are obligated to release the securities due to us insofar as the realisable value of our securities exceeds the value of the claims to be secured by more than 10%. The choice of the securities to be released shall be made by
- Handling and processing of the conditional costs is done for us, however without placing us under any Should the conditional goods be processed with or inseparably linked to other items that do not belong to us, we shall acquire co-ownership of the new item in proportion of the value of the conditional good to the other processed or linked objects in relation to the respective final invoice amount including sales tax at the time of processing. If our goods are combined with other moveable objects to a single unit that is considered the main item, the customer now already relinquishes co-ownership to us at the same ratio. The customer shall store the property or coproperty at no cost to us. The resulting co-ownership rights are considered conditional goods. Upon our request, the customer is obligated to provide to us at any time the necessary information to keep track of our property or coproperty rights.
- In case of access by third parties to the conditional goods or to ceded claims, the customer shall point out our ownership and inform us immediately in Should the third party not be in a position to reimburse us for all legal and extra-judicial costs incurred in this context, the customer shall be liable for them.
IX. Disclaimer/limitation of liability
- We are not liable subject to the following exceptions, in particular not for claims of the customer for damages or reimbursement of expenses – regardless of legal grounds – in breach of duty arising from the contractual This shall not apply as far as statutory liability exists, as well as in case of
- intentional or grossly negligent breach of duty on our part, on the part of our representatives, or our agents;
- breach of essential contractual duties, e. obligations that protect the legal positions of the customer, that the contract according to its content and purpose is to warrant or whose fulfilment only makes the proper execution of the contract possible, and on the fulfilment of which the customer has regularly relied and may rely;
- injury to life, limb and health, also through legal representatives or agents;
- default as far as a fixed delivery or performance time was agreed;
- assumption of warranty by us for the conditions of our goods or the presence of a successful performance or a procurement risk within the meaning of 276 German Civil Code (BGB) ;
- liability under the Product Liability Act or other statutory
- If only slight negligence is imposed on us or our agents, and there is no case in accordance with the above paragraph, specifically indents 4, 5, and 6, we shall only be liable, even in case of breach of essential duties, for damage that is contractually typical and
- In each individual case of damages, the amount of our liability is limited to the contract typical and foreseeable average This shall not apply if we are guilty of malice, intent, or gross negligence, in case of claims for injury of life, limb, and health, as well as in case of a claim based on a criminal act or an expressly assumed warranty or an assumption of a risk of procurement according to § 276 German Civil Code (BGB), or in cases where deviating higher amounts of liability are statutory. Any further liability is excluded.
- The aforementioned exclusions and limitations of liability are applicable to the same extent in favour of our institutions, our executive and non-managerial employees and other agents as well as our
- Claims by the customer for damages from this contractual relationship can only be asserted within a preclusive period of one year from the beginning of the statute of limitation This shall not apply if we are guilty of malice, intent, or gross negligence, in case of claims for injury of life, limb, and health, as well as in case of a claim based on a criminal act or an expressly assumed warranty or an assumption of a risk of procurement according to § 276 German Civil Code (BGB), or in case that a longer period of limitation is mandatory
X. Place of performance, place of jurisdiction, applicable law
- Place of performance and place of jurisdiction for deliveries and payments, including actions on cheques and on bills of exchange, as well as all disputes that may arise between StS Coupling GmbH and the customer from the contracts made between the StS Coupling GmbH and the customer is the registered office of our We are, however, also entitled to sue the customer at his general place of jurisdiction.
- The relations between the contractual parties are exclusively regulated by the laws of the Federal Republic of Germany, application of the UN Sales Convention (CISG) is It is expressly specified that this choice of law is also to be understood as one in the meaning of Art. 14 (1b) Regulation (EC) No. 864/2007 and thus shall also apply to non- contractual claims within the meaning of this regulation. Should it be mandatory to apply foreign laws, our terms and conditions are to be interpreted in such a way that its economic purpose is preserved to the maximum extent possible.
XI. Return/Export/Product Approval/Import
- The delivered goods, unless other contractual agreements were made, are designated to be first placed on the market within the Federal Republic of Germany, or – in case of delivery outside of the Federal Republic Germany on the market within the agreed on country of initial delivery – the country of first delivery (Erstlieferland).
- Their export by the customer from there may be subject to authorization – for example due to the type of goods, their intended use, or their final The customer is obligated to check this and to strictly observe the relevant national and international regulations and embargoes for these goods as far as he exports the products delivered by us or has them exported by third parties. In addition, the customer is obligated to ensure that before transport to a country other than the agreed on country of first delivery the required national product approvals or product registrations are procured by him and that the requirements for the provisions of user information in the country’s language as anchored in the national laws of the country as well as all import regulations are met.
- The customer shall, in particular, check and assure and, upon request, prove to us that
- the supplied products are not designated for any use related to armament, nuclear technology or weapons technology;
- no companies and persons named in the US Denied Persons List (DPL) shall be supplied with goods originating in the US, US software, and US technologies;
- no companies and persons named in the US Warning List, US Entity List or US Specially Designated Nationals List shall be supplied with products originating in the US without relevant permit;
- no companies or persons shall be supplied that are named in the List of Specially Designated Terrorists, Foreign Terrorist Organizations, Specially Designated Global Terrorists or on the EU List of Terrorists or other relevant negative lists for export controls;
- no military recipients shall be supplied with products delivered by us;
- no recipients shall be supplied where there is an infringement against other export control regulations, in particular of the EU or the ASEAN countries;
- all early warnings of the responsible German or national authorities of the respective country of origin of the delivery shall be heeded.
- Access to and usage of goods delivered by us is only permitted once all above mentioned examinations and assurances are made by the customer; otherwise the customer shall refrain from carrying out the planned export and we shall not be obligated to
- The customer shall ensure, at his own expense, that in case of agreed on delivery outside of the Federal Republic of Germany all national import regulations of the country of first delivery are
- The customer shall indemnify us of all damages and expenditures that result from culpable breach of the aforementioned obligations in accordance with paragraphs 1 to
- The Seller reserves the right to cancel any order, in its sole discretion, if he finds out, that the Purchaser does not properly comply with export rules or will not be able to comply with
- The Seller reserves the right to cancel any order, in its sole discretion, if he finds out, that the Purchaser does not properly comply with export rules or will not be able to comply with
XII. Anti-corruption clause
- The Purchaser warrants that it complies with, and will continue to comply with, all American, European and local anti-corruption The Purchaser is forbidden from making illegal offers or payments (or from accepting any such offers or payments), or from committing corrupt practices, whether directly or indirectly, with regard to any person, including but not limited to, any government, government official, employee of a State-owned business, representative of a political party or political candidate, in order to obtain or maintain a commercial advantage.
- The Seller reserves the right to cancel any order, in its sole discretion, if it determines any anti-corruption Laws may not have been properly complied with or cannot be complied
StS Coupling GmbH Hansaring 6, 63843 Niedernberg Germany Phone 0 60 28/406 42-0 fax 0 60 28/406 42-19
CEOs: Uwe Steigerwald, Frank Sam
VAT ID number: DE 260900127 Tax ID: 204/139/80284
Local Court Aschaffenburg HRB-Nr.: 10423
Internet: www.stscoupling.de E-Mail: email@example.com