1. Scope of application
1. We shall perform our deliveries and services solely on the general terms and conditions of trade set out below. Other terms and conditions of the other party shall be valid only insofar as they are in accordance with our terms; otherwise they are hereby expressly opposed.
2. It is agreed that these general terms and conditions of trade also apply to future orders without having to make special reference to them again.
3. Differing or supplementary agreements are valid only if concluded in writing or confirmed by us in writing.
2. Quotations, prices
1. Unless expressly designated as binding, quotations in their entirely are given without engagement.
2. In the case of quotations designated as binding, a contract is only brought about if our quotation is accepted by the purchaser within two months from the quotation date. On expiry of this time we shall no longer be bound by the quotation.
3. Our prices are quoted exclusive of VAT at the current statutory rate. They do not include packing, transport, postage and insurance or other dispatch costs.
4. We shall be entitled to adjust our quotation prices to take account of increased wage and material costs, including price increases by our suppliers, if the goods are delivered more than four months after conclusion of the contract and the cost increase occurred after conclusion of the contract.
5. Failing the conclusion of a contract the cost of samples made up at the purchaser’s request and associated preliminary work shall be to the purchaser’s account.
6. We reserve the copyright and right of title to all cost estimates, drawings and other tender documents. They may be made available to third parties only with our consent.
3. Deliveries, passing of risk
1. If requested partial delivery is possible and commits the purchaser to paying the pro rata payment unless it would be unreasonable for the purchaser to accept the partial delivery. Each partial delivery shall be deemed fulfillment of a separate order according to these terms and conditions.
2. Deliveries are made at the purchaser’s expense. The risk in respect of the goods shall pass to the purchaser on leaving the loading platform or house of SVMtec company in Stuttgart-Vaihingen (Germany). This shall also apply to partial deliveries.
3. Additional transport or other insurance over the standard service of the logistic- or postal partners will be arranged only if specifically requested by the purchaser and at the purchaser’s expense.
4. In individual cases, we will accept the return of delivered goods within 14 days of delivery, providing the goods are standard products and are in “as new” condition.
4. Delivery periods and dates
1. Delivery periods quoted by us are not binding and only approximate unless transactions where time is of the essence are expressly stipulated in individual contracts. They only become binding once we have duly received all the documents, authorizations and approvals necessary for the execution of the order and agreed payments from our customer.
2. The delivery time shall commence at the earliest on receipt of our order acknowledgment by the purchaser. It shall be deemed met if the delivery items leave the loading platform or house of SVMtec company in Stuttgart-Vaihingen (Germany) or notification of readiness for dispatch is sent within the time. Delivery period days shall be taken to mean working days.
3. In cases of force majeure or other circumstances beyond our control (e.g. official measures, strike, lock-out, operating stoppages, material procurement problems, transport disruptions, etc., including any affecting our suppliers) the delivery periods shall be extended appropriately, even if already confirmed. This shall also apply if the circumstances referred to above arise during an existing delay. If such circumstances make it impossible or unreasonable for us to perform, we shall be released from our obligation to perform. If the delay in delivery lasts longer than one month, both we and the purchaser shall be entitled to withdraw from the contract.
1. Payments shall be made net within ten days from date of invoice.
2. If satisfaction of our claim for payment is jeopardized by purchaser’s bad financial circumstances occurring or coming to light after conclusion of the contract, we shall be entitled to demand cash on delivery or cash in advance, to retain goods not yet delivered and to cease further work on current orders and to withdraw from contracts already concluded with the purchaser unless the purchaser pays in advance or otherwise provides security.
6. Reservation of title
1. The goods supplied shall remain our property as reserved property pending satisfaction of all existing and future claims arising from the business relationship. This also applies if individual or all claims have been included in a current invoice and the balance has been struck and accepted. Acceptances, bills and cheques shall count as payment only after their irrevocable encashment.
2. In the event of default by the purchaser or a petition to institute insolvency proceedings in respect of the purchaser’s assets we shall be entitled to demand the immediate restitution of the goods delivered subject to reservation of title. Taking back does not imply withdrawal from the contract. The deferred claims shall then become due for payment immediately. Deposited bills are to be redeemed contemporaneously against payment in cash, irrespective of their due date.
7. Guarantee and liability
1. Any notices of defects and complaints of any nature must be made without delay on receipt of the delivery, article 377 of the Commercial Code. The rejected items are to be sent to us, carriage paid, after prior consultation.
2. The regular warranty period is 12 months starting from the delivery date.
3. In case of defects we shall have the right, at our discretion, to undertake repairs or to replace the defective parts. In the case of replacement we shall bear the cost of the replacement item including dispatch to the originally stipulated contractual place of delivery, but not the cost of dismantling and fitting or other expenses. If the purchaser requests that we ship to a different place or perform services on site, the purchaser shall meet the extra costs involved. Items replaced shall become our property. The guarantee period in respect of the replacement and remedial work is 3 months and is not less than the original guarantee period for the delivery item.
Should repair or replacement prove impossible or fail at least twice or not be carried out by us despite setting an appropriate period of time to do so, the purchaser may demand a reduction in price, rescind the contract or claim damages, unless specified otherwise below. However, claims for damages presuppose that the purchaser can prove our fault.
4. No guarantee will be accepted for defects or damage occurring through no fault on our part due to unsuitable or inappropriate use, incorrect assembly or commissioning, excessive stressing, natural wear and tear, incorrect or negligent handling, unsuitable operating substances, chemical, electrochemical or electrical influences (unless these were provided for in the contract).
5. Liability for damages shall be excluded to the extent permitted by law. We shall not be liable for damage not attributable to malicious intent or gross negligence unless the fault relates to a cardinal duty and/or an owner or senior executive of this company. This exclusion of liability shall not include cases in which material defects or deficiencies in title due to negligent breach of duty result in death, bodily injury or health damage.
6. Our liability shall be limited to the net value of the goods in the delivery containing the defective item. It is limited to typically foreseeable damage.
8. Miscellaneous provisions
1. The place of performance and venue is Stuttgart (Germany)
2. German law shall apply exclusively. The validity of the UN Convention on Contracts for the International Sale of Goods (CISG) of is expressly excluded.
3. Should any provisions of these terms and conditions be inoperative, this shall not affect the operative effect of the other provisions hereof. The inoperative provision shall be replaced by a provision such that the originally intended economic purpose is achieved as best possible.