Terms and conditions

§ 1 General

• Our deliveries, which also include services, consulting and ancillary services, are made solely on the basis of the following terms and conditions. We hereby expressly object to any conflicting terms and conditions of the respective business partner. These shall not be recognised even if we do not object to them again after receipt.
• Our terms of sale and delivery apply in all cases in which no deviating agreements have been concluded and, in particular, none have been confirmed by us in writing. In particular, our terms of sale and delivery also apply to all subsequent transactions, even if they are not expressly agreed again. These terms are deemed accepted at the latest upon acceptance of the goods or services.
• All agreements made between us and the respective customer for the purpose of performing this contract must be set down in writing.

§ 2 Offer and conclusion of contract

• Our offers are subject to change and non-binding. Declarations of acceptance and all orders require our written confirmation to be legally effective; the same applies to additions, amendments or collateral agreements.
• We reserve ownership and copyright in illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. This applies in particular to written documents designated as “confidential”; before passing them on to third parties, the customer requires our express written consent.
• The conclusion of the contract is subject to correct and timely delivery to us by our suppliers. This applies only if the non-delivery is not our responsibility, in particular if we have concluded a congruent covering transaction with our supplier. The customer will be informed immediately of the unavailability of the service. Any consideration already paid will be refunded without delay.

§ 3 Prices, terms of payment

• Unless otherwise agreed, our prices are “ex works”, plus statutory value added tax, excluding packaging.
• The invoice amount is due for payment without deduction within 10 days of the invoice date. If the customer defaults on payment, we are entitled to charge default interest of 8% p.a. above the respective base interest rate of the Deutsche Bundesbank. If we are able to prove higher default damages, we are entitled to claim these. However, the customer is entitled to prove to us that no damage, or substantially less damage, has arisen as a result of the default in payment.
• Partial deliveries are invoiced immediately and are each due for payment within the above payment period, irrespective of the completion of the overall delivery.
• The customer is only entitled to rights of set-off if its counterclaims have been finally determined by a court, are undisputed or have been acknowledged by us. In addition, the customer is entitled to exercise a right of retention only insofar as its counterclaim is based on the same contractual relationship.
• Notwithstanding any provisions to the contrary by the customer, we are entitled to apply payments first to the customer’s older debts. The customer must be informed immediately of any such application of payment to older debts. If costs and interest have already accrued, we are entitled to apply the payment first to the costs, then to the interest and finally to the principal.
• A payment is only deemed to have been made once we can dispose of the amount. Payments by cheque are not accepted.
• If we become aware of circumstances that call the customer’s creditworthiness into question, in particular if the customer ceases payments, we are entitled to declare the entire remaining debt due. In this case in particular, we are also entitled to demand advance payments or security.

§ 4 Delivery, delivery time

• We are not responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for us – in particular strikes, lockouts, official orders, etc., even if they occur at our suppliers or their sub-suppliers – even in the case of binding deadlines and dates. They entitle us to postpone delivery or performance for the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part with regard to the part not yet fulfilled.
• If the hindrance lasts longer than three months, the customer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or we are released from our obligation, the customer cannot derive any claims for damages from this. We can only invoke the circumstances mentioned if we notify the customer immediately.
• Partial deliveries are permitted insofar as they are reasonable for the customer.
• Compliance with our delivery and performance obligations requires the timely and proper fulfilment of the buyer’s obligations.
• If the customer is in default of acceptance or breaches other duties to cooperate, we are entitled to demand compensation for the damage incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item also passes to the customer at the time at which the customer falls into default of acceptance.

§ 5 Transfer of risk

The risk passes to the customer as soon as the consignment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of shipment. If dispatch is delayed at the customer’s request or if the customer is in default of acceptance, the risk passes to the customer upon notification that the goods are ready for dispatch.

§ 6 Warranty

• The customer’s warranty rights presuppose that the customer has properly complied with its duty to inspect and give notice of defects under § 377 of the German Commercial Code (HGB).
• The products are delivered free from manufacturing and material defects; the period for asserting claims for defects is 1 year from delivery of the products.
• If our operating or maintenance instructions are not followed, modifications are made to the products, parts are replaced or consumables are used that do not correspond to the original specifications, claims for defects in the products lapse, unless the customer refutes a corresponding substantiated assertion that one of these circumstances alone caused the defect.
• The customer must notify us of a defect in writing without delay, but at the latest within one week of receipt of the delivered item. Defects that cannot be discovered within this period even upon careful inspection must be notified to us in writing immediately after discovery.
• For defects in the goods, we initially provide warranty, at our option, by rectification or by manufacturing a replacement.
• If we seriously and definitively refuse performance, if we refuse to remedy the defect or to provide subsequent performance because of disproportionate costs, if it fails after performance has been attempted, or if it is unreasonable for us, the customer may, at its option, only demand a reduction of the remuneration (price reduction) or rescission of the contract (withdrawal) and damages in lieu of performance within the scope of the limitation of liability (§ 7). In the case of only a minor breach of contract, in particular only minor defects, the customer has no right of withdrawal.
• If we are not responsible for the breach of duty constituting a defect, the customer is not entitled to withdraw from the contract.
• Rights of the customer in respect of defects that do not concern a building or a work consisting of the provision of planning and supervision services for a building become time-barred one year after acceptance of the work. The short limitation period does not apply if we are guilty of gross negligence, in the case of personal injury or damage to health attributable to us, or in the event of the customer’s death. Our liability under the Product Liability Act also remains unaffected.
• In the case of fraudulent concealment of defects or the assumption of a guarantee as to quality on our part, further claims of the customer remain unaffected.
• As a matter of principle, we do not give the customer any guarantees in the legal sense. Liability for normal wear and tear is excluded. Warranty claims against us are only available to the direct customer and are not assignable.
• If a production drawing submitted is not expressly objected to, it is deemed approved. All important functional dimensions must be defined and recorded as test dimensions. Dimensions not marked as test dimensions are not guaranteed by us. sth-systeme reserves the right to make changes. If no special measuring methods or measuring points are expressly specified for test dimensions, we may define these freely ourselves.

§ 7 Limitation of liability

• Claims for damages, irrespective of the nature of the breach of duty, including tort, are excluded unless there is intent or gross negligence.
• We are only liable for breach of essential contractual obligations. In this case we are liable for any negligence, but only up to the amount of the foreseeable, typical direct average damage. Claims for lost profit, saved expenses, third-party claims for damages and other indirect and consequential damage cannot be demanded, unless a characteristic guaranteed by us is specifically intended to protect the customer against such damage.
• The limitations and exclusions of liability in paragraphs 1 and 2 do not apply to claims arising from fraudulent conduct, to liability for guaranteed characteristics, to claims under the Product Liability Act, or to damage resulting from injury to life, body or health.
• Insofar as our liability is excluded or limited, this also applies to our employees, workers, representatives and vicarious agents.

§ 8 Retention of title

• sth-systeme retains title to the delivered item until all payments under the supply contract have been received.
• sth-systeme is entitled to insure the delivered item at the customer’s expense against theft, breakage, fire, water and other damage, unless the customer has demonstrably taken out such insurance itself.
• The customer may neither sell, pledge nor assign the delivered item as security. In the event of seizure, confiscation or other dispositions by third parties, the customer must notify sth-systeme immediately.
  In the event of conduct by the customer in breach of contract, in particular default in payment, sth-systeme is entitled, after a reminder, to take back the delivered item and the customer is obliged to surrender it. Asserting the retention of title and seizing the delivered item by sth-systeme do not constitute withdrawal from the contract.
• A petition for the opening of insolvency proceedings entitles sth-systeme to withdraw from the contract and to demand the immediate return of the delivered item.

§ 9 Place of jurisdiction, applicable law

• The law of the Federal Republic of Germany applicable to legal relationships between domestic parties applies exclusively to all legal relationships between sth-systeme and the counterparty.
• The place of jurisdiction is the court responsible for the registered office of sth-systeme. However, sth-systeme is entitled to bring an action at the counterparty’s principal place of business. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
• In all other respects, the statutory provisions apply to quality specifications, sorting, labelling and price or, where there are none, customary trade provisions. Insofar as purchasing conditions conflict with the above terms of sale and delivery, only our terms of sale and delivery are deemed agreed.

§ 10 Severability clause

• Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected.
• The invalid provision, in whole or in part, shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid one.

All amendments to these General Terms and Conditions must be made in writing.