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Sales and delivery terms

Sales and delivery terms

These terms apply to the delivery and sale of electric linear actuators, accessories and spare parts by S+R Linear Technology GmbH to entrepreneurs, legal entities under public law and special funds under public law.

Status: September 2026

The German version of these terms, in the form published as a PDF, shall prevail. This page reproduces the content in readable form.

§ 1 Scope

  1. These Sales and Delivery Terms apply to all deliveries and services of S+R Linear Technology GmbH (hereinafter “S+R”) to Customers who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law. They do not apply to consumers.
  2. Deviating, conflicting or supplementary terms of the Customer shall not become part of the contract unless S+R has expressly agreed to their validity in text form. This shall also apply if S+R carries out the delivery without reservation in the knowledge of such terms.
  3. Services – in particular repair, retrofit, maintenance, reconditioning and commissioning – are governed primarily by the Service Terms of S+R. Where an order comprises both delivery and service components, the terms applicable to the respective component shall apply; in case of doubt, the Service Terms shall take precedence for the service component.
  4. These terms shall also apply to future transactions with the Customer without the need for any further reference to them.

§ 2 Quotations, conclusion of contract, documents

  1. Quotations from S+R are non-binding unless they are expressly designated as binding. A contract shall only be concluded upon S+R's order confirmation in text form, but at the latest upon execution of the delivery.
  2. S+R reserves property rights and copyrights in illustrations, drawings, calculations, data sheets, parts lists and other documents. Without prior consent in text form, they may neither be made accessible to third parties nor reproduced nor used for purposes other than those provided for in the contract. They shall be returned without undue delay upon request if they are no longer required in the ordinary course of business.
  3. Information in catalogues, brochures, technical documents and on the website constitutes a description of the quality of the goods only insofar as it is expressly designated as such. S+R only assumes a guarantee if it is expressly designated as a “guarantee” in text form.
  4. S+R reserves the right to make technical changes that serve technical progress or are based on statutory requirements, insofar as they do not impair the intended use presupposed under the contract and are reasonable for the Customer.

§ 3 Prices and terms of payment

  1. Unless otherwise agreed in text form, prices are ex works. Packaging, freight, postage, insurance, customs duties, other levies and statutory VAT are not included and shall be invoiced separately.
  2. Payments shall be made without deduction within 30 days of the invoice date in such a way that S+R has the amount at its disposal on the due date. A cash discount may only be deducted if this has been expressly agreed in text form.
  3. In the event of default in payment, the Customer shall owe default interest at a rate of nine percentage points above the basic rate of interest as well as the lump sum pursuant to Section 288(5) of the German Civil Code (BGB). S+R reserves the right to claim further damage caused by default.
  4. If, after conclusion of the contract, it becomes apparent that S+R's claim to payment is jeopardised by the Customer's lack of ability to perform, S+R shall be entitled to refuse performance in accordance with the statutory provisions. S+R may set a reasonable deadline within which the Customer must render its performance concurrently with S+R's performance or provide security; if the deadline expires without success, S+R may withdraw from the contract and claim damages in accordance with the statutory provisions.
  5. The Customer may only set off counterclaims that have been acknowledged by S+R, are undisputed or have been established by final and binding judgment. The Customer shall only be entitled to a right of retention insofar as its counterclaim is based on the same contractual relationship.
  6. S+R shall be entitled to set off all claims held against the Customer by S+R or by a company affiliated with S+R within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG).

§ 4 Security

  1. S+R is entitled to security for its claims that is customary in type and scope, even insofar as such claims are conditional or subject to a time limit.

§ 5 Retention of title

  1. The goods delivered shall remain the property of S+R until all claims arising from the business relationship have been fulfilled in full (goods subject to retention of title). This shall also apply to future and conditional claims.
  2. The Customer shall handle the goods subject to retention of title with care and shall insure them at its own expense against fire, water and theft at replacement value. It shall provide evidence that such insurance has been taken out upon request. The Customer hereby assigns its claims against the insurer to S+R; S+R accepts the assignment.
  3. Any processing or transformation of the goods subject to retention of title shall be carried out for S+R as manufacturer within the meaning of Section 950 of the German Civil Code (BGB), without obligating S+R. If the goods subject to retention of title are combined, mixed or processed with other items not belonging to S+R, S+R shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the other items at the time of processing. The Customer shall hold the new item in safe custody for S+R free of charge.
  4. The Customer may resell the goods subject to retention of title only in the ordinary course of business and only for as long as it is not in default of payment. Pledging and transfer by way of security are prohibited.
  5. The Customer hereby assigns to S+R its claims arising from the resale of the goods subject to retention of title, together with all ancillary rights; S+R accepts the assignment. If the goods subject to retention of title are sold together with other goods, the assignment shall apply in the ratio of the invoice value of the goods subject to retention of title to the value of the other goods.
  6. The Customer is authorised to collect the assigned claims in its own name as trustee. S+R may revoke the collection authorisation if the Customer fails to meet its payment obligations or if insolvency proceedings are applied for in respect of its assets. If the Customer assigns claims by way of a blanket assignment, the claims assigned to S+R shall be expressly excluded.
  7. The Customer shall notify S+R without undue delay of any attachments, seizures and other interventions by third parties, shall inform the third party of S+R's rights and shall cooperate in enforcing them.
  8. If the realisable value of the securities exceeds the secured claims by more than 10%, S+R shall release securities of its choice at the Customer's request.
  9. In the case of deliveries to jurisdictions in which this retention of title does not have the same security effect as in the Federal Republic of Germany, the Customer shall grant S+R a corresponding security interest and shall cooperate in all measures necessary for its validity and enforceability.

§ 6 Delivery time, partial deliveries, force majeure

  1. Delivery periods and dates are only binding if they have been expressly agreed as binding in text form. The delivery period shall commence on the date of the order confirmation, but not before all technical questions have been fully clarified, the documents, permits and approvals to be procured by the Customer have been provided and any agreed down payment has been received.
  2. The delivery period shall be deemed to have been met if the goods have left the works by the time it expires or S+R has given notice that the goods are ready for dispatch.
  3. Partial deliveries are permissible insofar as they are reasonable for the Customer.
  4. Compliance with the delivery period is subject to S+R itself receiving correct and timely supplies. S+R shall only have a right based on this proviso if a congruent covering transaction has been concluded and S+R is not responsible for the failure of its own supplies. S+R shall inform the Customer of the non-availability without undue delay and shall refund any consideration already provided.
  5. If S+R is prevented from timely performance by force majeure, the delivery period shall be extended by the duration of the impediment plus a reasonable start-up period. Force majeure shall include all circumstances for which S+R is not responsible and which make performance substantially more difficult or temporarily impossible, in particular:
    • industrial action, strikes and lockouts, including in third-party businesses
    • shortages of energy and raw materials as well as supply chain disruptions
    • epidemics and pandemics as well as official measures to contain them
    • transport obstacles, operational disruptions, fire and natural events
    • sovereign measures, sanctions and embargoes
  6. If the impediment lasts longer than four months, both parties shall be entitled to withdraw from the contract with regard to the affected part of the performance. In this case, the Customer shall have no further claims on account of the delay.
  7. If the Customer is in default of acceptance or culpably breaches obligations to cooperate, S+R shall be entitled to demand compensation for the resulting damage, including additional expenses. S+R shall be entitled to store the goods at the Customer's cost and risk and to invoice them as delivered if goods notified as ready for dispatch are not called off within ten working days.

§ 7 Shipping, packaging, transfer of risk

  1. Unless otherwise agreed in text form, delivery shall be ex works (EXW in accordance with Incoterms® 2020). Agreed Incoterms® clauses shall be interpreted in the version applicable at the time the contract is concluded.
  2. Risk shall pass to the Customer upon handover of the goods to the forwarding agent or carrier, but at the latest when the goods leave the works or warehouse. This shall also apply to carriage-paid deliveries.
  3. Unless otherwise agreed, S+R shall determine the shipping route and the transport company. The goods shall be delivered in packaging customary in the trade and protected against corrosion; the costs shall be borne by the Customer.
  4. S+R shall only take out transport insurance at the express request and at the expense of the Customer.
  5. In the event of discernible transport damage, the Customer shall without undue delay arrange for a damage report to be drawn up by the transport company and shall inform S+R.

§ 8 Custom-made products

  1. If S+R manufactures in accordance with specifications, drawings or other requirements of the Customer, the Customer shall be responsible for the correctness, completeness and suitability of these requirements for the intended purpose. S+R shall not be obliged to examine the requirements for technical expediency.
  2. The Customer shall indemnify S+R against claims by third parties arising from the fact that the implementation of its requirements infringes intellectual property rights of third parties. This shall not apply insofar as S+R was aware of the infringement or was unaware of it due to gross negligence.
  3. Deviations in dimensions, surface finish and colour that are customary in the trade or due to manufacturing remain reserved, insofar as they do not impair the intended use presupposed under the contract. The tolerances specified in the order confirmation and the associated drawings shall be authoritative.
  4. Once manufacturing has begun, the Customer may only terminate the contract for a custom-made product for good cause. If the Customer terminates for other reasons, it shall owe S+R the costs incurred up to termination as well as the lost profit; the Customer remains entitled to prove that the damage incurred was lower.
  5. Design documents, drawings, calculations and manufacturing know-how created by S+R in the course of processing the order shall remain the property of S+R. The Customer shall receive a non-exclusive, non-transferable right to use them for the purpose presupposed under the contract, in particular for the operation, maintenance and upkeep of the goods delivered.
  6. Parts and materials provided by the Customer are not subject to S+R's liability for defects. The Customer shall be responsible for their suitability.

§ 9 Confidentiality

  1. The parties shall keep confidential, for a period of five years from delivery, any trade secrets of the respective other party that become accessible to them in the course of the business relationship, and shall take appropriate confidentiality measures. Disclosure to third parties, recording or exploitation outside the business relationship is not permitted.
  2. Trade secrets are all information that is designated as confidential or is recognisably confidential under the circumstances, in particular drawings, design and development documents, dimensioning calculations, price and costing data, and sources of supply.
  3. The obligation shall not apply to information which the receiving party can prove was lawfully known to it before the business relationship commenced, which is generally known or accessible, or which becomes so through no fault of the receiving party. The burden of proof lies with the receiving party.

§ 10 Inspection, notice of defects, claims for defects

  1. The Customer shall inspect the goods delivered without undue delay after delivery. Obvious defects shall be notified to S+R in text form within ten working days of delivery, hidden defects without undue delay after their discovery. The defect shall be described in a comprehensible manner. If the Customer fails to give timely notice, the goods shall be deemed approved; Section 377 of the German Commercial Code (HGB) shall otherwise remain unaffected.
  2. Liability for defects is conditional upon the Customer having complied with the specifications on transport, storage, installation, commissioning, operation and maintenance contained in the technical documentation and the installation and operating instructions, and having documented the maintenance carried out.
  3. In the event of a justified notice of defects, S+R shall provide subsequent performance, at its option, by remedying the defect or by delivering an item free of defects. The Customer shall grant S+R the time and opportunity required for this. Goods complained about shall only be returned at S+R's request. Replaced parts shall become the property of S+R.
  4. S+R shall bear the expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, insofar as these are not increased because the goods have been taken to a place other than the place of performance; this shall not apply if such relocation corresponds to the intended use of the goods.
  5. If it turns out that there is no defect, S+R may demand reimbursement of the costs incurred as a result of the unjustified request to remedy a defect, unless the Customer could not have recognised that there was no defect.
  6. If subsequent performance fails, is unreasonable or is refused by S+R, the Customer may reduce the purchase price or withdraw from the contract. Claims for damages are governed exclusively by § 13.
  7. There shall be no claims for defects insofar as the defect is based on one of the following circumstances and S+R is not responsible for it:
    • unsuitable or improper use after the transfer of risk, in particular excessive stress
    • faulty installation, commissioning or storage by the Customer or third parties
    • natural wear and tear, in particular of seals, screw drives, bearings and brake linings
    • unsuitable operating materials, lubricants or replacement materials
    • failure to observe the operating, maintenance and installation instructions
    • adverse chemical, physical, electromagnetic, electrochemical or electrical influences, weather influences and excessively high or low ambient temperatures
    • subsequent modifications or repair work carried out without the prior consent of S+R in text form

§ 11 Expenses for removal and installation

  1. If the Customer has installed the defective goods in another item or attached them to another item in accordance with their nature and intended use, S+R shall, within the scope of subsequent performance, bear the necessary expenses for removing the defective goods and installing the repaired or delivered defect-free goods in accordance with Section 439(3) of the German Civil Code (BGB).
  2. The Customer shall notify S+R prior to installation if the intended place of installation only permits removal and installation with extraordinary effort, in particular in the case of installation in buildings, under water or in parts of a system that are difficult to access, or where surrounding parts of the system have to be dismantled. If such notification is not given, the expenses shall be limited to the amount that would have been incurred for installation under normal conditions.
  3. The claim is conditional upon the Customer having neither known of the defect at the time of installation nor having been unaware of it due to gross negligence.
  4. Any further claims of the Customer for reimbursement of removal and installation expenses, in particular as damages, are governed exclusively by § 13.

§ 12 Limitation period

  1. Claims of the Customer for defects shall become time-barred twelve months after the statutory commencement of the limitation period.
  2. Notwithstanding item 1, the statutory limitation periods shall apply:
    • for items that have been used for a building in accordance with their customary use and have caused its defectiveness, and for buildings themselves (Section 438(1) no. 2 of the German Civil Code (BGB)) – in this case five years
    • in the event of fraudulent concealment of a defect (Section 444 of the German Civil Code (BGB))
    • insofar as S+R has given a guarantee as to quality
    • for claims for damages based on intent or gross negligence and for claims for damages arising from injury to life, body or health
    • for claims under the German Product Liability Act (ProdHaftG)
    • for recourse claims of the Customer under Sections 445a, 445b and 478 of the German Civil Code (BGB)
  3. Recourse claims under Sections 445a and 445b of the German Civil Code (BGB) shall become time-barred no earlier than two months after the date on which the Customer has satisfied the claims of its buyer and no later than five years after delivery of the goods to the Customer.
  4. Subsequent performance suspends the limitation period for the claim for defects concerned; the limitation period shall not start afresh.

§ 13 Liability

  1. S+R shall be liable without limitation in accordance with the statutory provisions for damage resulting from injury to life, body or health, for damage resulting from intentional or grossly negligent breaches of duty, in the event of fraudulent concealment of a defect, where a guarantee or a procurement risk has been assumed, and under the German Product Liability Act (ProdHaftG).
  2. In the event of a grossly negligent breach of duty by non-executive employees, S+R's liability for damage to property and financial loss shall be limited to the foreseeable damage typical for the contract.
  3. In the event of a slightly negligent breach of duty, S+R shall only be liable for the breach of a material contractual obligation. Material obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely. In this case, too, liability shall be limited to the foreseeable damage typical for the contract, but not exceeding the value of the respective order per incident of damage.
  4. Any liability for damages beyond that provided for in the preceding items is excluded, regardless of the legal nature of the claim asserted; this applies in particular to claims in tort.
  5. Insofar as the liability of S+R is excluded or limited, this shall also apply to the personal liability of the employees, representatives and vicarious agents of S+R.
  6. The above provisions do not entail any change in the burden of proof to the detriment of the Customer.

§ 14 Export control

  1. The deliveries and services of S+R may be subject to restrictions under German, European and US foreign trade and export control law as well as to financial sanctions, in particular Regulation (EU) 2021/821, the German Foreign Trade and Payments Act (AWG) and the German Foreign Trade and Payments Ordinance (AWV). Both parties undertake to comply with the respectively applicable provisions, including the provisions of the country of destination.
  2. Performance of the contract is subject to the proviso that it is not prevented by any impediments arising from export restrictions and that the necessary licences are granted. Delays caused by licensing procedures shall extend the delivery periods accordingly.
  3. If an export restriction prevents a party from performing the contract other than merely temporarily, each party shall be entitled to terminate the affected delivery or service or the contract in whole or in part.
  4. Claims for damages on account of the refusal or delay of a licence by the authorities are excluded, unless the damage results from injury to life, body or health or was caused intentionally or through gross negligence.
  5. The Customer shall cooperate in licensing procedures and, upon request, shall provide S+R without undue delay with the necessary information and documents, in particular end-use statements and information on the end user and the end use.
  6. The Customer shall not sell, export or re-export, directly or indirectly, to Russia or Belarus or for use in Russia or Belarus any products delivered by S+R that fall within the scope of Art. 12g of Regulation (EU) No 833/2014 or Art. 8g of Regulation (EC) No 765/2006. The Customer shall inform S+R without undue delay of any circumstances that could run counter to this purpose and shall provide evidence of compliance within two weeks upon request. A breach constitutes a material breach of contract and entitles S+R to terminate without notice.

§ 15 Third-party intellectual property rights

  1. S+R warrants that the delivery is free from industrial property rights and copyrights of third parties in the country of the place of delivery. If a claim is asserted on account of an infringement of such a right, the Customer shall inform S+R without undue delay and leave the conduct of the dispute to S+R.
  2. S+R may, at its option, obtain a right of use, modify the goods so that they no longer infringe any such rights, or take them back against reimbursement of the purchase price less reasonable compensation for use.
  3. The Customer shall have no claims insofar as the infringement is based on specifications of the Customer, on a use not foreseeable by S+R or on a modification of the goods by the Customer. § 8 item 2 shall remain unaffected.

§ 16 Tax documentation

  1. If a Customer domiciled outside the Federal Republic of Germany or its agent collects the goods or transports or ships them abroad, the Customer shall provide S+R with the proof of export required for tax purposes. If this proof is not provided, the Customer shall pay the VAT applicable to deliveries within the Federal Republic of Germany on the invoice amount.
  2. In the case of deliveries to other Member States of the European Union, the Customer shall notify S+R prior to delivery of its VAT identification number under which it carries out the taxation of intra-Community acquisitions. Otherwise, the Customer shall pay the statutory VAT amount in addition to the agreed price.

§ 17 Place of performance, place of jurisdiction, applicable law

  1. The place of performance for delivery and subsequent performance is the registered office of S+R in Homberg/Ohm.
  2. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of S+R, provided that the Customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law. S+R shall also be entitled to bring an action at the Customer's general place of jurisdiction.
  3. The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  4. Should individual provisions of these terms be or become invalid, the validity of the remaining provisions shall remain unaffected.

Status: September 2026 · Terms