Legacy version

A) General provisions

I. Conclusion of contract

1. Our deliveries are made exclusively on the basis of the following terms, including in the case of adjustment transactions (Angleichungsgeschäfte). The Buyer's terms of purchase are hereby objected to.
2. Our offers are non-binding. Our declarations require written form.

II. Terms of payment

1. Payment shall be made without deduction of any cash discount in such a way that we have the amount at our disposal on the due date. The Buyer may only set off claims that are undisputed or have been established by final and binding judgment; the Buyer is entitled to rights of retention insofar as they are based on the same contractual relationship.
2. After expiry of the agreed payment period, default interest shall be charged at a rate of 9% above the applicable basic rate of interest.
3. If, as a result of circumstances arising subsequently which indicate a substantial deterioration in financial circumstances, our claim to payment is jeopardised, we are entitled to declare it due – irrespective of the term of any bills of exchange accepted on account of payment.
4. If the Buyer falls into arrears with payment, we are entitled to prohibit further processing of the goods delivered, to take back the goods. Taking back the goods does not constitute withdrawal from the contract.
5. In the cases of items 3+4, we may revoke the collection authorisation and demand advance payment for deliveries still outstanding.
6. The Buyer may avert the legal consequences set out in items 3-5 by providing security in the amount of our jeopardised claim to payment.
7. The statutory provisions on default in payment remain unaffected.
8. Payments arising from deliveries of goods (supplier invoices) are due within 30 days of receipt of the invoice. A cash discount of 2% is granted for payment within 14 days of receipt of the invoice.

III. Security

We are entitled to security for our claims that is customary in type and scope, even insofar as they are conditional or subject to a time limit.

IV. Inter-company set-off

We are entitled to set off all claims to which we are entitled against the Buyer against all claims to which the Buyer is entitled, on whatever legal grounds, against us or against the aforementioned companies in which the S+R group of companies holds a direct majority interest.

V. Retention of title

1. All goods delivered remain our property (goods subject to retention of title) until all claims have been fulfilled, in particular also the respective balance claims to which we are entitled within the scope of the business relationship. This also applies to future and conditional claims, e.g. from reverse bills of exchange.
2. Processing and transformation of the goods subject to retention of title are carried out for us as manufacturer within the meaning of Section 950 of the German Civil Code (BGB), without obligating us. The processed and transformed goods are deemed to be goods subject to retention of title within the meaning of item 1.
3. In the event of processing, combination and mixing of the goods subject to retention of title with other goods by the Buyer, we are entitled to co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership is extinguished by combination, mixing or processing, the Buyer hereby transfers to us the ownership rights or expectant rights to which it is entitled in the new stock or item to the extent of the invoice value of the goods subject to retention of title, in the case of processing in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used, and holds them in safe custody for us free of charge. Our co-ownership rights are deemed to be goods subject to retention of title within the meaning of item 1.
4. The Buyer may resell the goods subject to retention of title only in the ordinary course of business on its normal terms of business and as long as it is not in default, provided that it retains title and that the claims arising from the resale pass to us in accordance with items 5 and 6. It is not entitled to dispose of the goods subject to retention of title. The use of the goods subject to retention of title to perform contracts for work and contracts for work and materials is also deemed to be resale within the meaning of Section A).
5. The Buyer's claims arising from the resale of the goods subject to retention of title are hereby assigned to us. They serve as security to the same extent as the goods subject to retention of title within the meaning of item 1.
6. If the goods subject to retention of title are resold by the Buyer together with other goods, the claim arising from the resale is assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the case of the resale of goods in which we hold co-ownership shares pursuant to item 3, a part of the claims corresponding to our co-ownership share is assigned to us.
7. The Buyer is entitled to collect claims arising from the resale unless we revoke the collection authorisation in the cases specified in clause A II 3 + 4. At our request, the Buyer is obliged to inform its customers immediately of the assignment to us – unless we do so ourselves – and to provide us with the information and documents required for collection. The Buyer is under no circumstances authorised to assign the claims; this also applies to all types of factoring transactions, which are not permitted to the Buyer on the basis of our collection authorisation either.
8. The Buyer must notify us without undue delay of any attachment or other impairment by third parties.
9. If the value of the existing securities exceeds the secured claims in total by more than 10%, we are obliged, at the Buyer's request, to release securities of our choice to that extent.

VI. Place of performance and place of jurisdiction

The place of performance and place of jurisdiction for both contracting parties is the registered office of the contracting GmbH. We are also entitled to sue the Buyer at its general place of jurisdiction.

B) Execution of delivery

I. Delivery periods, delivery dates

1. Delivery periods commence on the date of our order confirmation, but not before all details of the order have been fully clarified; the same applies to delivery dates.
2. If the Buyer does not fulfil contractual obligations – including obligations to cooperate or ancillary obligations – such as opening a letter of credit, providing domestic or foreign certificates, making an advance payment or the like, in good time, we are entitled to postpone our delivery periods and dates appropriately in accordance with the requirements of our production schedule – without prejudice to our rights arising from the Buyer's default.
3. The time of dispatch from the works is decisive for compliance with delivery periods and dates. If the goods cannot be dispatched on time through no fault of our own, the delivery periods and dates are deemed to have been met upon notification of readiness for dispatch.

II. Dimensions, weight, quality

Deviations in dimensions, weight and quality are permissible in accordance with DIN standards or current practice. Weights are determined on our calibrated scales and are authoritative for invoicing. Proof of weight is provided by presenting the weighing record. Unless goods are customarily weighed individually, the total weight of the consignment applies in each case. Differences compared with the calculated individual weights are distributed proportionately among them.

III. Shipping, packaging and transfer of risk

1. We determine the forwarding agent or carrier.
2. If loading or transport of the goods is delayed for a reason for which the Buyer is responsible, we are entitled, at the Buyer's cost and risk, to store the goods at our reasonable discretion, to take all measures suitable for preserving the goods and to invoice the goods as delivered. The same applies if goods notified as ready for dispatch are not called off within four days. The statutory provisions on default of acceptance remain unaffected.
3. Where customary in the trade, we deliver the goods packed and protected against rust: the costs are borne by the Buyer.
4. In the event of transport damage, the Buyer must without undue delay arrange for a damage report to be drawn up by the competent bodies.
5. Risk passes to the Buyer upon handover of the goods to the forwarding agent or carrier, but at the latest when the goods leave the works or the warehouse.

IV. Warranty

1. In the event of a justified notice of defects given without undue delay, we take back defective goods and deliver replacements in their place; instead, we are entitled to carry out rectification. Only if we fail to fulfil these obligations is the Buyer entitled to the statutory warranty rights.
2. The Buyer must give us the opportunity without undue delay to satisfy ourselves of the defect, in particular by making the goods complained about or samples thereof available upon request.
3. Once an agreed acceptance has been carried out, notice of defects that can be detected during this acceptance is excluded.
4. In the case of goods sold as downgraded material, e.g. so-called II-a material, the Buyer has no warranty rights with regard to the defects specified and those which it must customarily expect.

C) General limitation of liability

Unless otherwise provided in these terms, we are liable for damages for breach of contractual or non-contractual obligations only in the event of intent or gross negligence. However, we are only liable for intent and gross negligence of non-executive vicarious agents if they breach a material contractual obligation. Claims under the German Product Liability Act (ProdHaftG) remain unaffected.

D) Miscellaneous

I. Proof of export

If a Buyer that is located outside the Federal Republic of Germany (FRG) within its borders of 3 October 1990 (non-resident customer), or its agent, collects goods or transports or ships them to the non-resident territory, the Buyer must provide us with the proof of export required for tax purposes. If this proof is not provided, the Buyer must pay the VAT applicable to deliveries within the FRG on the invoice amount.

II. VAT identification number

In the case of deliveries from the FRG to other EC Member States, the Buyer must notify us prior to delivery of its VAT identification number under which it carries out the taxation of acquisitions within the EC. Otherwise, the Buyer must pay for our deliveries, in addition to the agreed purchase price, the VAT amount legally owed by us.

III. Applicable law

The law of the FRG applies, to the exclusion of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods. When invoicing deliveries from the FRG to other EC Member States, the VAT rules of the respective recipient Member State apply if either the Buyer is registered for VAT in another EC Member State or we are registered for VAT in the recipient Member State.