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SKS General Terms of Sales and Delivery

I. General provisions

a) Our deliveries and services are provided exclusively on the basis of these general terms of business.

b) By fulfi lling the order, the other contractual party accepts our general terms of business, also for subsequent deliveries and services, even if the contractual party’s own general terms of business are diff erent. Our general terms of business are thus valid for all future business relations, even if these terms have not been expressly agreed upon for such future relations.

c) Changes to our general terms of business must be agreed in writing and are only eff ective with the signature of our Managing Director.

d) If we do not reply to any terms submitted by the other contractual party, this shall not be taken as an acceptance of these terms. In particular, if we do not respond to purchase orders and acknowledgement correspondence which contain any contradictory content, this shall not be taken as an acceptance of the same. Any deviation from our terms shall be regarded as a rejection of our order. If the other contractual party accepts our delivery, our terms shall exclusively apply.

e) Our general terms of business exclude the other contractual party's purchase terms.

II. Offer and conclusion of contract

a) Our off ers are subject to change without notice and non-binding.

b) Verbal agreements are not valid.

c) All modifi cations to this contract must be made in writing.

d) The other contractual party confi rms that no other agreements or verbal agreements exist aside from this contract.

III. Prices

a) The prices listed in our order confirmation are definitive, plus VAT at the statutory rate.

b) Unless otherwise specified, we shall be bound to the prices specified in our offers for 30 days from the date on the offer.

c) Prices are ex-works, from the factory in Hof.

d) Listed prices are recommended prices and are non-binding. Consignment within Germany shall be free of delivery charges to the recipient above a net amount of EUR 150.00 and include packaging charges.  Packaging for custom goods which, due to their special dimensions, must be made on a one-off basis, are
billed at cost price and cannot be returned. For orders up to a net total of EUR 150.00, we charge a small quantity surcharge of EUR 6.00 net and a postage and packaging flat rate of EUR 7,90.

IV. Deliveries and delivery times

a) Deliveries shall be made at the expense and risk of the other contractual party and are not insured ex-works, Hof.

b) The dates and periods specifi ed by us are non-binding, unless otherwise expressly agreed in writing.

c) The delivery time begins with the sending of the order confirmation and after all the documents needed to execute the order, agreed down-payments and any approvals stipulated by the other contractual party have been received and registered by us. The delivery time ends on the day on which the delivery item leaves our factory or is placed into storage in the event of the delivery not being possible or if an advanced payment was not made as agreed. If the other contractual party requests a change to the order after the order confi rmation has been issued, the new delivery time shall begin with the receipt of the confi rmation of the change at our offi ces.

d) If we are not able to meet the agreed delivery time due to a circumstance for which we are responsible, the other contractual party shall be obliged to provide a reasonable extension to the original term to enable us to make the delivery. If the delivery has not been made after this extended period has ended, the other contractual party shall be entitled to withdraw from the contract. Claims for damages are only allowed up to the original value.

e) We shall not be held responsible for any delays in delivery and performance, even if binding dates were agreed upon, due to events which make the delivery considerably more diffi cult or impossible. These include diffi culties in goods procurement arising after the order has been made, operational disruptions,
strikes, lockouts, offi cial directives, etc., even if the same occurs with our suppliers and subsuppliers. They shall entitle us to delay the delivery or performance by the duration of the hindrance plus a reasonable lead time or to withdraw from the contract in full or in part on account of the part that has not been fulfi lled.

f) If the hindrance lasts longer than three months, the other contractual party shall be entitled to withdraw from the contract on account of the part that was not fulfi lled, after giving a reasonable extension to the original term. No claims for damages can be made.

g) We are entitled to provide partial deliveries and performances at any time unless this would unfairly disadvantage the other contractual party.

V. Liability for defects

a) The goods must be inspected by the purchaser immediately after delivery. The Seller must be notifi ed immediately of any defects identifi ed during this inspection, in writing.

b) In the event that we are liable for any defects, we shall choose whether to repair the parts or send out a replacement within a reasonable period of time. Should the repair or replacement be delayed, not carried out or unsuccessful, the other contractual party may demand a price reduction or withdraw from the contract at his discretion, after a reasonable notice period set by the contractual party.
Other claims by the other contractual party are excluded, especially claims for damages that did not arise in the delivered item itself, as well as consequential damages; this shall not apply where the seller must assume liability for damages in the event of wrongful intent, gross negligence or the failure to provide a promised feature.

c) Should the ordering party's claim for damages be unsubstantiated, we reserve the right to demand compensation from the purchaser for any costs hereby incurred.

VI. Warranty

1. We provide a warranty for defects for which we are responsible for a period of 24 months. This comprises:

a) Repair to the delivered goods.

b) The beginning of the above period must be confi rmed by providing the delivery note or invoice. The performance of services under the warranty does not constitute an extension to the warranty period.

c) Our liability within the terms of the warranty shall be limited to EUR 500,000 for damages to persons or property.

2. We can only approve a warranty claim if:

a) The product was used in accordance with its intended use, and was installed and maintained properly in compliance with the relevant installation and assembly instructions.

b) The defect was reported to us without delay.

c) The defective parts were sent to us for inspection upon request to allow us to ascertain the defect and how it arose.

3. Warranty claims are excluded

a) For wear and tear.

b) If the defect can be attributed to improper external interference.

4. Claims asserted by the ordering party due to necessary costs incurred for the purpose of subsequent performance, especially transportation, toll, labour and material costs, are excluded if expenses increased due to the goods being moved to a place other than the ordering party's place of business.

VII. Special provisions

a) We reserve all proprietary rights and copyrights of designs, drawings and other documents; these may be made available to third parties only with our express approval. If the order is not issued, any documents that were created specifi cally for the customer must be returned unrequested.

b) The Customer shall expressly state if he requires an estimate before repairs are to be carried out.

c) Any warranty claims shall exclude defects caused by the other contractual party through damage, incorrect connection or handling of the goods by the same, also defects caused by wear and tear due to overstraining mechanical or electromechanical parts by not using the goods as intended.

d) Travel time and the time needed to identify the fault shall be work time.

e) Repair bills are to be paid immediately.

f) When issuing a credit note, we shall deduct an amount equal to 20% of the net invoiced amount for goods that have been properly returned as agreed to cover administration costs, inspection and repackaging. An extra charge for repairs shall be charged for damaged goods.

g) If a modifi cation is made to customised goods which have been ordered, the costs accruing up to this point shall be applied additionally .

h) If the other contractual party cancels the order, the same shall pay the agreed amount minus the costs saved by us due to the cancellation of the contract.

i) We shall only be liable for deviations to the colour and properties of the raw materials and auxiliaries used in the processing of the goods to the amount of our own claims asserted against the supplier concerned. In such an event, we shall not be liable if we assign our claims against the supplier concerned
to the other contractual party. We are liable as a guarantor, as long as there are no claims against the supplier due to our neglect or if such claims cannot be enforced.

I. General provisions

a) Our deliveries and services are provided exclusively on the basis of these general terms of business.

b) By fulfi lling the order, the other contractual party accepts our general terms of business, also for subsequent deliveries and services, even if the contractual party’s own general terms of business are diff erent. Our general terms of business are thus valid for all future business relations, even if these terms have not been expressly agreed upon for such future relations.

c) Changes to our general terms of business must be agreed in writing and are only eff ective with the signature of our Managing Director.

d) If we do not reply to any terms submitted by the other contractual party, this shall not be taken as an acceptance of these terms. In particular, if we do not respond to purchase orders and acknowledgement correspondence which contain any contradictory content, this shall not be taken as an acceptance of the same. Any deviation from our terms shall be regarded as a rejection of our order. If the other contractual party accepts our delivery, our terms shall exclusively apply.

e) Our general terms of business exclude the other contractual party's purchase terms.

II. Offer and conclusion of contract

a) Our off ers are subject to change without notice and non-binding.

b) Verbal agreements are not valid.

c) All modifi cations to this contract must be made in writing.

d) The other contractual party confi rms that no other agreements or verbal agreements exist aside from this contract.

III. Prices

a) The prices listed in our order confirmation are definitive, plus VAT at the statutory rate.

b) Unless otherwise specified, we shall be bound to the prices specified in our offers for 30 days from the date on the offer.

c) Prices are ex-works, from the factory in Hof.

d) Listed prices are recommended prices and are non-binding. Consignment within Germany shall be free of delivery charges to the recipient above a net amount of EUR 150.00 and include packaging charges.  Packaging for custom goods which, due to their special dimensions, must be made on a one-off basis, are
billed at cost price and cannot be returned. For orders up to a net total of EUR 150.00, we charge a small quantity surcharge of EUR 6.00 net and a postage and packaging flat rate of EUR 7,90.

IV. Deliveries and delivery times

a) Deliveries shall be made at the expense and risk of the other contractual party and are not insured ex-works, Hof.

b) The dates and periods specifi ed by us are non-binding, unless otherwise expressly agreed in writing.

c) The delivery time begins with the sending of the order confirmation and after all the documents needed to execute the order, agreed down-payments and any approvals stipulated by the other contractual party have been received and registered by us. The delivery time ends on the day on which the delivery item leaves our factory or is placed into storage in the event of the delivery not being possible or if an advanced payment was not made as agreed. If the other contractual party requests a change to the order after the order confi rmation has been issued, the new delivery time shall begin with the receipt of the confi rmation of the change at our offi ces.

d) If we are not able to meet the agreed delivery time due to a circumstance for which we are responsible, the other contractual party shall be obliged to provide a reasonable extension to the original term to enable us to make the delivery. If the delivery has not been made after this extended period has ended, the other contractual party shall be entitled to withdraw from the contract. Claims for damages are only allowed up to the original value.

e) We shall not be held responsible for any delays in delivery and performance, even if binding dates were agreed upon, due to events which make the delivery considerably more diffi cult or impossible. These include diffi culties in goods procurement arising after the order has been made, operational disruptions,
strikes, lockouts, offi cial directives, etc., even if the same occurs with our suppliers and subsuppliers. They shall entitle us to delay the delivery or performance by the duration of the hindrance plus a reasonable lead time or to withdraw from the contract in full or in part on account of the part that has not been fulfi lled.

f) If the hindrance lasts longer than three months, the other contractual party shall be entitled to withdraw from the contract on account of the part that was not fulfi lled, after giving a reasonable extension to the original term. No claims for damages can be made.

g) We are entitled to provide partial deliveries and performances at any time unless this would unfairly disadvantage the other contractual party.

V. Liability for defects

a) The goods must be inspected by the purchaser immediately after delivery. The Seller must be notifi ed immediately of any defects identifi ed during this inspection, in writing.

b) In the event that we are liable for any defects, we shall choose whether to repair the parts or send out a replacement within a reasonable period of time. Should the repair or replacement be delayed, not carried out or unsuccessful, the other contractual party may demand a price reduction or withdraw from the contract at his discretion, after a reasonable notice period set by the contractual party.
Other claims by the other contractual party are excluded, especially claims for damages that did not arise in the delivered item itself, as well as consequential damages; this shall not apply where the seller must assume liability for damages in the event of wrongful intent, gross negligence or the failure to provide a promised feature.

c) Should the ordering party's claim for damages be unsubstantiated, we reserve the right to demand compensation from the purchaser for any costs hereby incurred.

VI. Warranty

1. We provide a warranty for defects for which we are responsible for a period of 24 months. This comprises:

a) Repair to the delivered goods.

b) The beginning of the above period must be confi rmed by providing the delivery note or invoice. The performance of services under the warranty does not constitute an extension to the warranty period.

c) Our liability within the terms of the warranty shall be limited to EUR 500,000 for damages to persons or property.

2. We can only approve a warranty claim if:

a) The product was used in accordance with its intended use, and was installed and maintained properly in compliance with the relevant installation and assembly instructions.

b) The defect was reported to us without delay.

c) The defective parts were sent to us for inspection upon request to allow us to ascertain the defect and how it arose.

3. Warranty claims are excluded

a) For wear and tear.

b) If the defect can be attributed to improper external interference.

4. Claims asserted by the ordering party due to necessary costs incurred for the purpose of subsequent performance, especially transportation, toll, labour and material costs, are excluded if expenses increased due to the goods being moved to a place other than the ordering party's place of business.

VII. Special provisions

a) We reserve all proprietary rights and copyrights of designs, drawings and other documents; these may be made available to third parties only with our express approval. If the order is not issued, any documents that were created specifi cally for the customer must be returned unrequested.

b) The Customer shall expressly state if he requires an estimate before repairs are to be carried out.

c) Any warranty claims shall exclude defects caused by the other contractual party through damage, incorrect connection or handling of the goods by the same, also defects caused by wear and tear due to overstraining mechanical or electromechanical parts by not using the goods as intended.

d) Travel time and the time needed to identify the fault shall be work time.

e) Repair bills are to be paid immediately.

f) When issuing a credit note, we shall deduct an amount equal to 20% of the net invoiced amount for goods that have been properly returned as agreed to cover administration costs, inspection and repackaging. An extra charge for repairs shall be charged for damaged goods.

g) If a modifi cation is made to customised goods which have been ordered, the costs accruing up to this point shall be applied additionally .

h) If the other contractual party cancels the order, the same shall pay the agreed amount minus the costs saved by us due to the cancellation of the contract.

i) We shall only be liable for deviations to the colour and properties of the raw materials and auxiliaries used in the processing of the goods to the amount of our own claims asserted against the supplier concerned. In such an event, we shall not be liable if we assign our claims against the supplier concerned
to the other contractual party. We are liable as a guarantor, as long as there are no claims against the supplier due to our neglect or if such claims cannot be enforced.

VIII. Payment

a) Unless otherwise agreed, invoiced amounts must be paid within 10 days of the invoice date minus a 2% discount on the net invoiced amount, or within 30 days of the invoice date without a discount.

b) We reserve the right to demand advance payment or cash on delivery before delivering the items.

c) No discounts shall be applied to payment by cheque or bills of exchange, which require prior agreement. The payment shall only be considered made when the cheques and bills of exchange have cleared and cannot be revoked. The other party shall be liable for all bank fees and charges; these are due immediately.

d) Representatives and travelling agents are not authorised to collect payment.

e) We shall be entitled to initially set off any payments to older debts even if the terms of the other contractual party stipulate otherwise. If fees and interest have already accrued, we shall be entitled to initially set off the payment against the fees, followed by the interest and then the principal. If the other contractual party culpably does not meet his payment obligations, in particular if a cheque does not clear or
if he recalls payment, or if other circumstances come to our attention that cast doubt on the creditworthiness of the other contractual party, we shall be entitled to demand payment of the remaining amount owed, even if we have accepted cheques or bills of exchange. In such an event we shall also be
entitled to demand advanced payments or a security. In this case we shall also be entitled to demand payment of all outstanding invoices – even those which are not yet due – to hold back goods ready for delivery and to stop work on ongoing orders. We shall also be entitled to do so if the other contractual
party does not make a payment despite being issued with a warning based on this contract.

f) The other contractual party shall only be entitled to set off, retain or reduce payment, even if notice of defects or counter claims are enforced, if the counter claims have been established in law or are not contested.

IX. Reservation of title

The goods shall remain our property until all claims, including incidental claims, claims for damages and the clearance of cheques and bills of exchange have been paid in full. The reservation of title shall also remain in place if individual claims are incorporated into our running account and the balance has been drawn and recognised. The other contractual party shall be entitled to further process and sell the goods according to the following provisions:

a) The rights of the other contractual party to process reserved goods in the ordinary course of business shall lapse if the other contractual party ceases to eff ect payment or if insolvency proceedings are petitioned or initiated.

b) If the reserved goods are processed, the other contractual party shall not claim title to the new object pursuant to Section 950 German Civil Code (BGB). The processing shall be done on our behalf without any liabilities arising for us as a result. If the reserved goods have been processed, mixed or blended with
other objects, we shall acquire co-ownership of the new object in the ratio of the value of our reserved goods to the total value of the goods.

c) The other contractual party shall hereby assign to us the claim with all incidental rights arising from the subsequent sale of the goods, to the extent to which the goods were processed, mixed or blended, and providing that we have demanded coownership to the amount of our invoiced sum. In the latter case, we shall be entitled to a share of the purchase price in the relation between the invoiced sum of our reserved goods and the invoiced sum of the object for this assignment. If the other contractual party has sold the claim as part of a nonrecourse factoring, he shall assign to us the receivables due from the factor in lieu of the original receivables. We shall accept this assignment.

d) We shall not collect on the assigned claims as long as the other contractual party meets its payment obligations. The other contractual party's authority to collect shall lapse should the other contractual party enter into arrears. In this case, the other contractual party shall authorise us to inform the purchasers
of the assignment and to collect the claims ourselves.

e) The other contractual party shall be obliged to provide us, upon request, with a detailed statement of the claims owed to us including the name and address of the purchaser, amounts of the individual claims, invoice date, etc. and to provide us with all the necessary information for asserting the claim that was assigned to us, and to allow us to check this information. The other contractual party shall be entitled to continue collecting the claims until instructed otherwise by us.

f) If the value of the collateral to which we are entitled exceeds the total debt owed by the purchaser by more than 25 %, we shall be obliged to release the security collateral owed to us.

g) Forfeiting or assignment of the reserved goods, or the assigned claims, by way of security are not permitted. We are to be informed immediately of any pledging and the identity of the pledgee concerned.

h) If we take the merchandise back due to the reservation of title, this shall not constitute a withdrawal from the contract. We may dispose of the reserved goods so redeemed at our own discretion.

i) The other contractual party shall hold the reserved goods in safekeeping on our behalf at no charge. The other contractual party shall fully insure the goods against standard risks such as fi re, theft and water damage. The other contractual party hereby assigns any compensation claims made against insurance
companies or other agencies obliged to provide compensation that arise due to damages of the type mentioned above to the amount of our claims.

j) All claims and rights from the retention of title in all of the special forms established in these terms shall remain in force until full release from contingent liabilities which we have accepted in the interests of the other contractual party.

X. Limitation of liability

Compensation entitlements arising because the service cannot be rendered, because of positive violation of a claim, because of negligence when the contract has been concluded and because of impermissible actions are excluded both against us and against our employees and vicarious agents unless they are based on intent, gross negligence or the absence of promised features makes liability unavoidable. The same shall also apply for direct and consequential damages.

XI. Place of performance, place of jurisdiction

a) The place of performance for the business relationship in its entirety, especially for delivery and payment, shall be Hof.

b) The contractual relationship shall be subject exclusively to the laws of the Federal Republic of Germany. The same shall also apply to contracts entered into with foreign contractual parties.

c) The place of jurisdiction shall be 56472 Hof.