general terms and conditions
of Schreier Maschinen- und Apparatebau GmbH
67063 Ludwigshafen am Rhein
Commercial register entry: HRB 1496
Register court: Ludwigshafen am Rhein
§ 1 Scope
- Our General Terms and Conditions, as well as the range of goods in our online store, apply only to entrepreneurs within the meaning of § 14 para. 1 BGB, i.e. when concluding the contract in the execution of his commercial or independent professional activity.
- Our deliveries and offers are made exclusively based on these General Terms and Conditions. They shall also apply to all future business relations with the customer, even if they are not expressly agreed again.
- We shall not recognize any terms and conditions of business or purchase of the contracting party that contradict these General Terms and Conditions unless we have expressly agreed to their validity in writing.
- Counter-confirmations of the purchaser with reference to his terms and conditions of business or purchase are hereby contradicted.
§ 2 Registration as a customer
- In addition to direct orders, you have the option of having us create a user account in our online store so that you can place online orders as a customer. Only entrepreneurs are entitled to participate (see § 1 Scope No. 1).
- The data required for the creation of the user account must be submitted to us by you completely and truthfully in advance, so that we can create the user accounts after careful examination. Subsequent changes to your personal data are entered by you on your own responsibility and transmitted to us if necessary.
- The password you have chosen must be kept secret under all circumstances and must not be disclosed to third parties under any circumstances. Should the password nevertheless be made accessible to third parties and economic damage result from this, the ordering company is fully liable for these damages.
§ 3 Offer, offer documents and conclusion of contract
- Our offers are indivisible and, unless they are limited in time, always subject to change.
- Offers contained in brochures, advertisements, etc. are – also regarding price quotations – subject to change and non-binding.
- We reserve the property rights and copyrights to offer documents, illustrations, descriptions, cost estimates, samples, drawings and other documents. They may not be passed on, published, reproduced or otherwise made available to third parties without our express permission. Upon request, the documents are to be returned without retention of copies.
- The offers of goods of the online store are a non-binding invitation to the customer to order products in the online store.
- With his order, the customer makes a binding offer to conclude a purchase contract. This also applies to the conclusion of an order in our online store.
- If we send an automated confirmation of receipt after receiving an order via our online store, this does not yet constitute acceptance of the customer’s purchase offer.
- If the order is to be qualified as an offer according to § 145 BGB, we can accept it within 15 working days. After expiry of the 15-day period, the offer shall be deemed to have been rejected.
- A contract is only concluded with the sending of an order confirmation, which expressly declares the acceptance of the purchase offer.
- Only commercial customers are entitled to conclude a contract with the online store. The customer confirms the commercial use with his order. Furthermore, we are entitled to verify the commercial use of the customer before the conclusion of a purchase contract.
- Information in the sense of item 3 as well as in public statements on our part, by the manufacturer and his assistants (§ 434 para. 1 item 3 BGB) shall only become part of the performance description if explicit reference is made to it in the contract.
- We shall not be bound by information in offers and/or order confirmations that are based on an obvious error, namely a typing or calculation error.
§ 4 Scope of delivery
- Our written order confirmation shall be decisive for the scope of delivery.
- Amendments, supplements or verbal agreements shall only become valid if they are confirmed by us in writing.
- We reserve the right to make changes to technical data and designs in the interest of technical progress.
- Any protective measures that may become necessary due to the customer’s operating conditions must be taken by the customer. They are not included in the scope of delivery. This also applies to cases in which installation and commissioning are carried out by us.
- Foundations, power and supply lines, exhaust systems, load-bearing and supporting structures, paints shall only be included in the delivery if this has been agreed in detail.
- Excess or short weights and deliveries within customary limits do not entitle to complaints and price reductions.
§ 5 Processing of returned parts, repairs
- The parts intended for processing or repair are to be sent free to our works and, if necessary, in good packaging, enclosing a delivery bill. In addition, a dispatch note must be sent to us, stating the order number.
- If the submission of a cost estimate is desired prior to the execution of processing or repairs, this must be expressly stated. The costs for the cost estimate shall be reimbursed if the processing or repair is not commissioned.
§ 6 Prices, price changes
- Unless otherwise stated, our prices are “ex works” excluding packaging, freight, postage, transport insurance, unloading, assembly and commissioning.
- The statutory value added tax is not included in our prices. This also applies to our online store. It will be shown separately in the invoice and must be paid by the customer in addition to the purchase price or compensation for work.
- The unloading of the delivery items as well as the transport from the unloading point to the place of use is the responsibility of the customer.
- In the case of delivery items which must be officially accepted or calibrated, the fees and/or costs incurred for this shall be borne by the customer.
- If there are more than 6 months between the conclusion of the contract and the agreed and/or actual delivery date, the Contractor’s prices valid at the time of delivery or provision shall apply. If the latter prices exceed the initially agreed prices by more than 10%, the purchaser shall be entitled to withdraw from the contract.
§ 7 Payment, set-off and right of retention
- Unless another method of payment has been agreed, payments are to be made in euros within 14 days of the invoice date without deduction, free of charge to our payment office. This also applies to our online store, in which only the payment method “purchase on account” is possible.
- Other payment methods require a special written agreement. The costs incurred on both sides are borne by the customer and are due immediately.
- The customer shall only have a right of set-off or a right of retention if his counterclaims have been legally established, are undisputed or have been acknowledged by us. Furthermore, he shall only be entitled to rights of retention if they are based on the same contractual relationship.
- If we become aware of circumstances which call into question the creditworthiness of the customer, in particular if the customer does not honor a check or stops payments, we shall be entitled to declare the entire remaining debt due, even if we have accepted checks. In addition, we shall be entitled in this case to demand advance payments or the provision of security.
- If the customer finally stops his payments and/or if insolvency proceedings are filed against his assets, we shall also be entitled to withdraw from the part of the contract that has not yet been fulfilled.
- We shall be entitled, despite any provisions of the Purchaser to the contrary, to set off payments first against the Purchaser’s older debts. We shall inform the customer of this type of set-off. If costs and interest have already been incurred, we shall be entitled to set off the payment first against the costs, then against the interest and finally against the main performance.
- If payments are deferred or made later than agreed, the debtor shall pay interest at the usual bank rate for the interim period, without the preconditions for delay having to be met (in particular, without the need for a reminder). The right to claim further damage caused by default if the conditions for default are met shall remain unaffected.
§ 8 Delivery time
- All items will be delivered immediately, if available from stock and only while stocks last. The delivery period (delivery time or delivery date) begins with the date of the order confirmation. However, this shall only apply if all commercial and technical details have been clarified at this point in time and the Purchaser has fulfilled all obligations incumbent upon him in good time, e.g. submission of the documents bearing his stamp of approval, provision of any official certificates that may be required or payment of an agreed down payment. If this is not the case, the agreed delivery period shall be extended accordingly.
- Unless otherwise agreed with the customer, delivery shall be “ex works”, Incoterms 2020. The customer shall be obliged to collect or accept the goods immediately after being notified that they are ready for dispatch.
- The delivery period shall be deemed to have been complied with if, by that time, the delivery item has left our works or the customer has been notified that the goods are ready for dispatch or acceptance.
- We shall only be responsible for delays and/or the impossibility of our deliveries and services if we, our legal representatives or vicarious agents have caused the impediment to performance intentionally or through gross negligence.
- Events or hindrances due to force majeure which make it considerably more difficult for us to fulfill our contractual obligations or make it temporarily or permanently impossible for us to fulfill our contractual obligations in whole or in part, regardless of whether they occur or are present at our own premises or those of our suppliers, shall entitle us to postpone the delivery for the duration of the hindrance, to restrict it or to withdraw from the contract with regard to the unfulfilled part. In this respect, the customer shall not be entitled to any claims for damages. Liability on our part is excluded. The aforementioned events or hindrances include, in particular, industrial action, riots, official measures, war, natural disasters, disruption of transport routes, terror, supply crises, etc.
- Compliance with the delivery deadline is therefore subject to correct and timely delivery on our part.
- If we ourselves are not supplied, although we have placed congruent orders with reliable suppliers, we shall be released from our obligation to perform and may withdraw from the contract. We are obliged to inform the customer immediately about the non-availability of the service and will immediately refund any counter-performance already made by the customer.
- If shipment or acceptance of the delivery items is delayed for reasons for which the customer is responsible, the customer shall be charged for the costs incurred as a result, starting one month after notification of readiness for shipment or acceptance.
- Furthermore, in such cases we shall be entitled to issue an invoice upon notification of readiness for dispatch or acceptance.
- The duration of a period of grace to be set by the customer in accordance with the statutory provisions in the event of a delay in performance shall be fixed at a minimum of two weeks, which period shall commence upon receipt by us of the notice of the period of grace.
§ 9 Shipping and transfer of risk
- The risk shall pass to the customer as soon as the delivery item has been handed over to the person carrying out the transport or has left our works for the purpose of shipment. If shipment is delayed or not carried out at the instigation of the purchaser, the risk shall pass to the purchaser upon notification of readiness for shipment.
- At the request of the purchaser, deliveries will be insured on his behalf and for his account.
§ 10 Warranty
- If the service provided by us or the object of delivery is defective as a result of a circumstance that occurred before the transfer of risk or if the service or the object of delivery does not have a characteristic that we have guaranteed within the framework of a quality or durability guarantee or if damage occurs within the warranty period due to manufacturing or material defects, we may, at our discretion and to the exclusion of any other warranty claims of the customer, remedy the defect (repair) or deliver an object that is free of defects or corresponds to the quality and durability guarantee (replacement delivery). If the subsequent performance fails, the customer may, at his discretion, demand a reduction in price (abatement) or withdraw from the contract. Subsequent performance shall be deemed to have failed after the third unsuccessful attempt.
- In the case of newly manufactured goods, the warranty obligation shall commence upon delivery. If delivery is delayed for reasons for which the customer is responsible, the warranty obligation shall commence upon notification of readiness for dispatch. For used goods, warranty is excluded, unless the seller has fraudulently concealed the defect or has given a guarantee for the quality of the goods. The warranty periods are periods of limitation and also apply to claims for compensation for consequential damage caused by a defect, unless claims in tort are asserted.
- Obvious defects in work performances can no longer be claimed after acceptance. Otherwise, in order to preserve warranty claims of the customer, such defects must be reported to us in writing without delay, but at the latest within two weeks after delivery. The defective goods must be kept ready for inspection by us in the condition in which they were at the time of the discovery of the defect.
- Insignificant, reasonable deviations in the dimensions and design – especially in the case of repeat orders – do not entitle to complaints unless absolute compliance has been expressly agreed. Technical improvements as well as necessary technical modifications shall also be deemed to be in accordance with the contract, provided that they do not represent a deterioration of the fitness for use.
- Wearing parts are not subject to warranty.
- If operating or maintenance instructions are not followed, changes are made to the products, parts are replaced or consumables are used which do not comply with the original specifications, any warranty shall lapse if the customer does not refute a correspondingly substantiated claim that only one of these circumstances caused the defect. This shall also apply in cases of faulty assembly or commissioning by the customer or third parties, faulty or negligent handling, unsuitable or improper use, improper maintenance, use of unsuitable operating materials, defective construction work, unsuitable building ground and chemical, electrochemical or electrical influences, provided that the Supplier is not responsible for these circumstances.
- The purchaser must give us the necessary time and opportunity to carry out all improvements and replacement deliveries that appear necessary after notification. Otherwise, we shall be released from liability for the consequences arising therefrom.
- Only in urgent cases of danger to operational safety or to prevent disproportionately large damage, in which case we must be notified immediately, does the customer have the right to remedy the defect himself or have it remedied by third parties and to demand reimbursement of the necessary expenses from us.
- If the customer or a third party carries out improper repairs, we shall not be liable for the consequences.
- If we are available to the customer beyond our legal obligations to provide information regarding the use of our product, we shall only be liable, considering the restrictions of § 11, if a special fee has been agreed for this.
- If the use of the delivery item leads to an infringement of industrial property rights or copyrights in Germany, we shall, at our own expense, in principle procure the right of further use for the customer or modify the delivery item in such a way that the infringement of property rights no longer exists. If this is not possible at economically reasonable conditions or within a reasonable period of time, both the customer and we shall be entitled to withdraw from the contract.
- The obligations on our part as set out in § 9 No. 11 are, subject to § 11, final in the event of an infringement of industrial property rights or copyrights. They shall only exist if the customer informs us without delay of asserted infringements of industrial property rights and copyrights, supports us to a reasonable extent in defending the asserted claims or enables us to carry out the modification measures in accordance with § 9 No. 11, all defensive measures including out-of-court settlements are reserved to us, the defect of title is not based on an instruction of the customer or the infringement of rights was not caused by the fact that the customer has modified the delivery item without authorization or used it in a manner not in accordance with the contract.
Special provisions for defects of title:
§ 11 Statute of limitation
The warranty claims of the customer for new goods and for work performance shall become statute-barred one year after delivery of the goods or acceptance of the work performance. If the delivery is delayed for reasons for which the customer is responsible, the notification of readiness for dispatch shall replace the delivery or acceptance. This shall not apply in the cases of § 438 para. 1 No. 2 BGB and §634 para. 1 No. 2 BGB. These regulations remain unaffected. The claims of the customer arising from the Product Liability Act (ProdHaftG) shall also remain unaffected. Furthermore, the provision in these General Terms and Conditions of Business according to which any warranty is excluded for the delivery of used goods shall remain unaffected.
Notwithstanding the above provision, the statutory limitation periods for claims for damages arising from liability for loss of life, bodily injury or damage to health based on a negligent breach of duty by us or an intentional or negligent breach of duty by a legal representative or vicarious agent of ours shall apply. Furthermore, the statutory limitation period for claims for damages from the liability for other damages, which are based on a grossly negligent breach of duty by us or on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of ours, shall apply.
§ 12 Liability
Claims for damages of any kind are excluded against us, our online store as well as against our organs, employees, vicarious agents and assistants, unless the damage was caused by us, our legal representatives or our vicarious agents intentionally or through gross negligence. This limitation of liability shall not apply
- to claims for damages arising from a guarantee of quality (warranty of characteristics), which is intended to protect the purchaser against the risk of consequential damage caused by a defect
- for liability for damages arising from injury to life, limb or health which is based on a negligent or intentional breach of duty on our part, on the part of one of our legal representatives or on the part of one of our vicarious agents
- for claims for damages according to the law on liability for defective products (ProdHaftG)
- for claims for damages due to a culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized by this breach, whereby in this case, in the case of simple negligence, liability shall only be for reasonably foreseeable damage typical for the contract. The liability for slight negligence is limited to the amount of damages foreseeable at the time of conclusion of the contract, the occurrence of which must be typically expected.
§ 13 Retention of title
- The title to the delivered items shall remain reserved until all our claims against the customer arising from the business relationship, and against the companies affiliated with him within the meaning of §§ 15 ff. Stock Corporation Act, including future claims from contracts concluded at the same time or later, have been settled.
- The customer is obliged to notify us immediately in writing of any seizure of the reserved objects and to inform the pledgees of the reservation of title. The purchaser is not entitled to sell, give away, pledge or assign by way of security the items delivered to him under retention of title – except in the cases of the following clauses. The purchaser is prohibited from making agreements with his customers which could impair our rights.
- If the delivery is made for a business operation maintained by the customer, the items may be resold within the scope of proper business management. In this case, the customer’s claims against the purchaser arising from the sale are hereby assigned to us. If the items are resold on credit, the purchaser must reserve the right of ownership against his customer. The customer hereby assigns to us the rights and claims arising from this reservation of title against his customer.
- Any treatment or processing of the reserved objects by the customer shall be carried out by the customer free of charge on our behalf. In the event of processing, combining, mixing or blending of the reserved goods with other goods not belonging to us, we shall be entitled to the resulting co-ownership share in the new object in the ratio of the factor value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending.
If the customer acquires sole ownership of a new item, the contractual partners agree that he shall grant us co-ownership of the new item in the ratio of the factor value of the processed or connected, mixed or blended reserved goods and shall keep this in safe custody for us free of charge.
If the reserved goods are resold together with other goods, whether without or after processing, connection, mixing or blending, the advance assignment agreed above in clause 4 shall only apply in the amount of the factor value of the reserved goods which have been resold together with the other goods.
- If reserved goods are installed as essential components in the real estate of a third party by the customer or on his behalf, the customer hereby assigns to us any claims for remuneration with all ancillary rights, including the granting of a security mortgage, which may arise against the third party, or the party concerned.
- If objects subject to reservation of title are installed as essential components in the real property of the purchaser, the purchaser hereby assigns to us the claims arising from a sale of the real property or of rights to the real property with all ancillary rights.
- If the value of the securities existing for us according to the above provisions exceeds the value of our claims – not only temporarily – by a total of more than 20%, we shall be obliged to release securities accordingly at the request of the customer. The selection of the securities to be released shall be at our discretion.
- If the purchaser does not fulfill his obligations towards us or does not fulfill them punctually and/or if he acts in an inadmissible manner on the items delivered under retention of title, we shall be entitled to demand the return of the items subject to retention of title without prejudice to the claim to fulfillment of the contract to which he is entitled, provided that a reasonable deadline set for the purchaser to fulfill his obligations has expired without success. We shall also be entitled to this right without first withdrawing from the contract. If the customer has fulfilled the contract, we shall return the items.
§ 14 Securities
- We shall be entitled at any time, even after conclusion of the contract, to demand sufficient security to secure our claims, including those not yet due, and to make further advance performance on our part dependent thereon. This shall apply in particular if doubts arise as to the creditworthiness of the customer, shortfalls or gaps in liquidity, etc., or if the original credit volume increases.
- We undertake to release the securities provided at the Buyer’s request to the extent that the realizable value of these securities exceeds the claim to be secured by more than 20%. The selection of the securities to be released shall be incumbent upon us.
§ 15 Export and Import Licenses
Items and technical know-how supplied by us are intended for use and to remain in the Federal Republic of Germany. The export/re-export of hardware and software supplied on the basis of these terms and conditions – individually or in system-integrated form – and the associated documentation may, e.g. due to their nature or intended use, be subject to licensing requirements and other foreign trade control regulations under German or foreign law. The Purchaser must inform itself independently about these regulations. Irrespective of whether the Purchaser specifies the final destination of the delivered items, it is the Purchaser’s own responsibility to obtain any necessary approvals from the respective competent foreign trade authority and licenses before exporting such products.
§ 16 Transferability
We are entitled to transfer our rights and obligations at any time to third parties who, like us, are suitable for performance. In this case, the buyer is granted the right to withdraw from the contract.
§ 18 Contents and links on our pages
- The contents of our pages were created with the utmost care. However, we cannot guarantee the accuracy, completeness and timeliness of the content. As a service provider, we are responsible for our own content on these pages under the general laws according to § 7 para.1 German Telemedia Act. According to §§ 8 to 10 German Telemedia Act, we are not obligated to monitor transmitted or stored information or to investigate circumstances that indicate illegal activity.
- Obligations to remove or block the use of information under the general laws remain unaffected. However, liability in this regard is only possible from the point in time at which a concrete infringement of the law becomes known. If we become aware of any such infringements, we will remove the relevant content immediately.
- Our offer contains links to external websites of third parties, on whose contents we have no influence. We can therefore not assume any liability for these external contents. The respective provider or operator of the pages is always responsible for the content of the linked pages.
- The linked pages were checked for possible legal violations at the time of linking. Illegal contents were not recognizable at the time of linking. However, a permanent control of the contents of the linked pages is not reasonable without concrete evidence of a violation of the law. If we become aware of any infringements, we will remove such links immediately.
§ 19 Place of performance
Place of performance for both parties is Ludwigshafen am Rhein.
§ 20 Place of jurisdiction
- Insofar as the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, our registered office shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
- We reserve the right, however, to also file suit where a place of jurisdiction is legally established for the customer.
§ 21 Applicable law
The contractual relationship between us and the purchaser shall be governed by the law of the Federal Republic of Germany to the exclusion of German international private law and to the exclusion of all bilateral and/or multilateral agreements concerning the purchase of movable goods, in particular to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
§ 22 Final provisions
- The rights of the purchaser arising from this contract are not transferable.
- Should any provision in these terms and conditions be or become invalid, this shall not affect the validity of all other provisions and agreements between us and the customer.