GENERAL TERMS AND CONDITIONS of STABILUS Safety GmbH

  1. General

(1) The following General Terms and Conditions apply to all business relations between STABILUS Safety GmbH (hereinafter referred to as STABILUS) and its customers in their respectively amended form at the time when a contract is concluded.

(2) Terms and conditions which conflict with or diverge from the General Terms and Conditions of STABILUS or terms and conditions whose claim of validity restricts or overrides the General Terms and Conditions of STABILUS shall not not become part of the contractual agreement unless STABILUS expressly consents to the validity of such terms and conditions.

(3) The products and services of STABILUS are exclusively directed at corporate customers/registered traders within the meaning of § 14 German Civil Code (BGB). Orders made by private persons/consumers as defined by § 13 BGB will not be executed.

 

  1. Conclusion of the contract

(1) STABILIUS’s offers are without engagement and non-binding insofar as STABILUS has not expressly designated such offers as binding.

(2) A contract is concluded when confirmation of order is provided by STABILUS in text form (e-mail or fax is sufficient) or when fulfilment/handover of goods takes place.

  1. Prices, payment

(1) Insofar as nothing to the contrary has been agreed in writing, the prices charged by STABILUS will be based on the price list which is valid at the time of the conclusion of the contract for the delivery. The prices contained in price lists and prices which are the subject of written agreement do not include Value Added Tax at the respective statutory rate.

(2) Claims of STABILUS fall due for immediate payment and must be settled without deductions within 30 days of the invoice date. Timely payment is determined by the value date of receipt of payment by STABILUS.

(3) Following the expiry of the 30-day deadline, customers shall be in default of payment without any requirement to submit a reminder and shall owe penalty interest on the claims of STABILUS in the amount of 8% above the respective base rate plus any costs in connection with the issuing warnings or any legal costs which may be incurred.

(4) STABILUS reserves the right to supply new customers on a payment-in-advance basis only.

(5) Acceptance of bills of exchange or cheques is subject to the usual reservations. All costs arising from the acceptance in exceptional circumstances of bills of exchange and cheques (stamp duty, discount charges etc.) shall be borne by the customer.

(6) Any payment deadlines agreed in writing in exceptional circumstances shall become invalid and all claims of STABILUS shall fall due immediately if cheques or direct debits are not honoured due to lack of funds or if other circumstances become known which give rise to justified and considerable doubts as to the solvency or creditworthiness of the customer. In cases of this nature, STABILUS shall also be entitled to take back goods already delivered by way of security.

(7) The setting off of claims and the exercising of a right of retention against claims of STABILUS are only permitted in the case of such counterclaims as have been established in law or recognised by STABILUS.

  1. Delivery, transfer of risk

(1) Delivery dates stated in the confirmation are non-binding unless such dates have been expressly designated as binding.

(2) Partial deliveries are generally permissible, and the customer is required to accept such deliveries unless unreasonable.

(3) Default of delivery which occurs due to force majeure or because of events which render delivery either substantially more difficult or impossible – such as disruptions to business, strikes, administrative orders, natural catastrophes or the like – shall exempt us from compliance with certain delivery periods agreed.

(5) Risk of accidental destruction, impairment or damage of the delivery shall pass to the customer upon handover of the delivery to the company providing transport.

  1. Packaging, dispatch, freight costs, insurance

(1) Packaging of goods takes place in accordance with requirements at the discretion of STABILUS.

(2) STABILUS will deliver goods ordered to customers within Germany on a franco domicile basis from a net goods value of €500 upwards. Delivery abroad and express delivery are also possible on request. Any costs thus arising (in particular customs duties and shipping costs) shall be borne by the customer.

(3) STABILUS is not required to take out insurance for the dispatch of a delivery. If it is agreed that a delivery should be insured, the customer shall bear the costs in this regard.

(4) Insofar as disposal of packaging or of the product itself needs to take place in accordance with statutory regulations, the customer shall assume such a responsibility in relation to STABILUS and shall expressly indemnify STABILUS against all obligations in this respect.

  1. Retention of title

(1) Goods supplied remain the property of STABILUS until such time as all claims from the ongoing business relationship have been settled in full.

  1. Duty to provide notification of defect

(1) Customers who are registered traders within the meaning of  14 German Civil Code (BGB) are required to provide notification in text form to STABILUS of obvious deviations between the delivery and the order, regardless of the nature of such deviations, and of defects which are present at the time of the handover of the delivery within 8 calendar days of acceptance of the goods in circumstances where deviations or defects can be ascertained by carrying out the usual commercial checks (obvious deviations and defects). Notification of complaints which cannot be ascertained immediately despite proper scrutiny shall be provided without delay following the identification of such complaints and no later than 3 calendar days subsequent to identification.

(2) Failure to provide notification in a timely manner shall be deemed to mean that delivery has taken place in accordance with the contract. The customer shall bear the full burden of proof in respect of all prerequisites for asserting a claim and shall in particular provide evidence of the defect itself, of the time at which the defect was ascertained and of timely notification of defect.

  1. Guarantee, liability

(1) STABILUS accepts a guarantee for defects in goods supplied within the scope of the statutory stipulations.

(2) In the case of a justified complaint regarding deliveries of goods made by the customer within the deadline for notification of defect pursuant to Clause 7 above, STABILUS will offer a guarantee by choosing to provide either subsequent performance or a replacement delivery.

(3) Subsequent performance shall be deemed to have failed following a second unsuccessful attempt. Customers may then avail themselves of further warranty claims.

(4) STABILUS shall be liable to an unlimited extent to the extent that damages are caused as a result of intent or gross negligence. Liability shall be excluded in the case of breach of duty by ordinary negligence insofar as damages resulting from harm to life, limb or health or claims pursuant to the Product Liability Act are not involved. This is further without prejudice to liability for breach of contractual duties required to be fulfilled for the proper execution of the contract and duties which the customer may ordinarily rely upon to be fulfilled and without prejudice to liability in circumstances where defects have been deliberately and wilfully concealed. The same applies with regard to breaches of duty by vicarious agents.

  1. Place of jurisdiction, place of fulfilment, applicable law

(1) Place of fulfilment and of jurisdiction shall be Nördlingen/Bavaria if both parties are registered traders under German law.

(2) The place of jurisdiction of Nördlingen/Bavaria also applies in the case of actions concerning business partners of STABILUS which do not have a general place of jurisdiction within the Federal Republic of Germany.

(3) All legal relations between customers and STABILUS are governed by German law regardless of place of Registered Office and/or nationality. The UN Convention on Contracts for the International Sale of Goods (CISG) and other agreements relating to the standardisation of international sales are excluded.

  1. Severability clause

(1) The invalidity of individual clauses contained within the present General Terms and Conditions shall be without prejudice to the validity of the other general terms and conditions herein contained.