General Terms and Conditions of Sales
1 Scope
1.1 These Terms and Conditions of Sale apply exclusively to entrepreneurs, legal entities under public law, and special funds under public law within the meaning of Sect. 310(1) of the German Civil Code (Bürgerliches Gesetzbuch, BGB). Any terms and conditions of the customer that con-flict with or deviate from these Terms and Conditions of Sale are only recognized by us if we have expressly agreed to their validity in writing.
1.2 These Terms and Conditions of Sale shall apply to all future transactions with the customer, insofar as these are legal transactions of similar nature.
2 Documents Provided
2.1 We reserve ownership rights and copyrights to all documents handed over to the customer in connection with the placing of the order such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we give our express written consent for the customer to do so.
2.2 The same regulation pertains also to all documents and information we have made available in the phase prior to placement of the order. In case the contract is not closed we reserve the right to immediately ask back all documents and information made available by us.
2.3 The obligation to keep secret all documents and information obtained from us from third parties remains in effect even after the phase of quotations and/or the order has come to a close. The regulations apply in equal form to all copies (both in physical and in electronic form) of docu-ments and information made by the customer.
3 Prices and Payment
3.1 Unless otherwise agreed in writing, our prices are ex works, packaging excluded, plus value added tax at the applicable statutory rate. Packaging costs will be invoiced separately.
3.2 Payment of the purchase price shall be made to the account specified in our invoices only. Deductions may only be made if a special written agreement has been made.
3.3 According to § 288 paragraph 5, the creditor may demand a reminder fee of € 40.00 in the event of default of the debtor. b
4 Offsetting / Rights of Retention / Prohibition of Assignment
4.1 The customer shall only be entitled to a setoff if his claims have been legally established or are undisputed. The customer shall also be entitled to set-off against our claims if he makes a no-tice of defects or asserts counterclaims from the same contractual relationship.
4.2 The customer shall only be entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
4.3 The customer shall only be entitled to assign claims against us to third parties with our prior written consent.
5 Delivery Period
5.1 The beginning of the delivery period stated by us assumes that the customer's obligations have been fulfilled in a timely and proper manner. We reserve the right to claim non-performance of the contract.
5.2 lf the customer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, includ-ing any additional expenses. We reserve the right to assert further claims. If the above condi-tions are met, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which the customer is in default of acceptance or late in payment.
6 Transfer of Risk on Shipment
6.1 lf the goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving our warehouse. This applies regardless of whether the goods are shipped from the place of performance or of who bears the freight costs.
7 Retention of Title
7.1 We reserve the right of ownership of the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the object of sale if the cus-tomer violates the contract.
7.2 The customer is obliged to treat the object of sale with care as long as ownership has not yet passed to him. In particular, he is obliged to insure the object of sale sufficiently at his own ex-pense against theft, fire, and water damage at replacement value. lf maintenance and inspec-tion work must be carried out, the customer must carry this out in good time at his own ex-pense. As long as ownership has not been transferred, the customer must inform us immedi-ately in writing if the delivered item is seized or subjected to other interventions by third parties. lnsofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a suit pursuant to Sect. 771 of the German Code of Civil Procedure (Zi-vilprozessordnung, ZPO), the customer shall be liable for the loss we incur.
7.3 The customer is entitled to resell the retained goods in the normal course of business. The customer hereby assigns to us the claims against the buyer arising from the resale of the re-tained goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply regardless of whether the object of sale has been resold with-out or after processing. The customer remains authorized to collect the claim even alter the as-signment. Our authority to collect the claim ourselves shall remain unaffected thereby. However, we shall not collect the claim as long as the customer meets his payment obligations from the revenue collected, is not late in payment and, in particular, if no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
7.4 The treatment and processing or transformation of the object of sale by the customer is always carried out in our name and on our behalf in this case, the customer's expectant right to the ob-ject of sale shall continue to apply to the transformed object. lf the object of sale is processed with other objects that do not belong to us; we shall acquire co-ownership of the new object in proportion of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of. lf the mixing is carried out in such a way that the customer's item is to be as the main item, it shall be deemed we have agreed that the customer transfers co-ownership to us on a pro rata basis and retains the resulting sole owner-ship or co-ownership for us. In order to secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combi-nation of the reserved goods with a property. We hereby accept this assignment.
7.5 We undertake to release the securities to which we are entitled at the request of the customer at our discretion to the extent that their value exceeds the claims to be secured by more than 10%.
8 Warranty and Notice of Defects as well as Recourse
8.1 The customer’s warranty rights assume that he has properly fulfilled his obligations to inspect and notify defects in accordance with Sect. 377 of the German Commercial Code (Han-delsgesetzbuch, HGB).
8.2 Warranty claims are subject to a limitation period of 24 months alter delivery of the goods delivered by us to our customer. The statutory period of limitation shall apply to claims for dam-ages in cases of intent and gross negligence as well as in cases of injury to life, limb, and health that are based on an intentional or negligent breach of duty by the user. Lnsofar as the law in accordance with Sect 438 (1) 2 of the German Civil Code (buildings and items for buildings), Sect 445b of the German Civil Code (right of recourse) and Sect 634a (l) of the German Civil Code (construction defects) mandates langer periods, these periods shall apply. Our consent must be obtained prior to any return of the goods.
8.3 lf the delivered goods, despite all due care taken, exhibit a defect that already existed at the time of transfer of risk we shall either repair the goods or deliver replacement goods at our dis-cretion. This demands timely notification of the defect by the customer. We shall always be giv-en the opportunity to remedy the defect (supplementary performance) within a reasonable peri-od of time. Recourse claims remain unaffected by the above provision without restriction.
8.4 lf the supplementary performance fails, the customer may withdraw from the contract or reduce the remuneration, without prejudice to any claims for damages.
8.5 Claims for defects shall not exist in the event of insignificant deviations from the agreed quality, in the event of insignificant impairment of usability, in the event of natural wear and tear as well as in the event of damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain or due to special external influences that are not assumed under the contract. lf repair work or modifications are carried out by the customer or third parties improp-erly, no claims for defects shall exist for these or the resulting consequences.
8.6 Claims by the customer for expenses necessitated by the supplementary performance, in particular transport, travel, labour and/or material costs, are excluded if the expenses increase because the goods delivered by us have subsequently been taken to a location other than the customer's branch office, unless the transfer corresponds to their intended use.
8.7 The customer shall only be entitled to recourse against us to the extent that the customer has not entered into any agreements with his customer that extend beyond the legally mandatory claims based on defects. Subsection 6 above shall also apply to the scope of the customer's right of recourse against us correspondingly.
9 Data Protection
9.1 The personal data of the customer required for the execution of the contract shall be collected, processed, and used by us in compliance with data protection regulations. The mandatory in-formation pursuant to Art. 13 of the General Data Protection Regulation (GDPR) is published in our current data protection information. The current information regarding data protection is in-cluded as an annex to this agreement In addition, it can be accessed on our website at www.stagetec.com/en/data-protection.html
9.2 lf the customer also provides us with personal data of third parties in connection with the conclusion of a contract, the customer shall be obliged to pass on our enclosed data protection information to these third parties, unless the customer is also not obliged to provide such per-sons with information pursuant to Art 13 of the GDPR.
10 Miscellaneous
10.1 This contract and all legal relations between the parties shall be governed by the laws of the Federal Republic of Germany under the exclusion of the U.N. Convention on Contracts for the In-ternational Sale of Goods (CISG).
10.2 The place of performance is our place of business, unless otherwise stated in the order confir-mation.
10.3 For all disputes arising from this contract, the exclusive place of jurisdiction shall be the court responsible for the place of business of the seller.
10.4 All agreements made between the parties for the purpose of executing this contract are set down in writing in this contract.
STAGETEC Sales and Services GmbH & Co. KG - 01.2022