General terms and conditions
Provider:
SEVERIN Holz und Kunststoff GmbH
Heckweg 5
59469 Ense-Waltringen
– hereinafter referred to as “SEVERIN Holz und Kunststoff GmbH” –
ยง 1 General / Applicability
(1) All deliveries, services and offers of SEVERIN Holz und Kunststoff GmbH shall be made exclusively on the basis of these General Terms and Conditions of Delivery. These are an integral part of all contracts concluded by SEVERIN Holz und Kunststoff GmbH with its contractual partners (hereinafter also referred to as “customer”) for the deliveries or services offered by it. SEVERIN Holz und Kunststoff GmbH concludes contracts exclusively with businesses. Consumers do not count as customers. The GTC shall also apply to all future deliveries, services or offers to the customer, even if they are not separately agreed again.
(2) Terms and conditions of the customer or third parties shall not apply, even if SEVERIN Holz und Kunststoff GmbH does not separately object to their validity in individual cases. Even if SEVERIN Holz und Kunststoff GmbH refers to a letter containing or referring to terms and conditions of the customer or a third party, this shall not constitute an agreement with the validity of those terms and conditions.
(3) A consumer within the meaning of these GTC is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor self-employed. An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the performance of his or her commercial or independent professional activity.
ยง 2 Regulations and information on the conclusion of the contract
(1) All offers made by SEVERIN Holz und Kunststoff GmbH merely represent a non-binding invitation to submit offers by the customer.
(2) Contracts can be concluded by telephone, by e-mail, by fax, by letter or in person.
(3) Acceptance of the offer by SEVERIN Holz und Kunststoff GmbH shall be effected by separate order confirmation, delivery confirmation or delivery of the goods.
(4) The contractual language is German.
(5) Unless otherwise agreed, drawings, tools, printing, stamping or embossing pieces and special devices that we produce shall remain our property.
ยง 3 Prices and terms of payment
(1) The prices applicable/notified at the time of the order shall apply. Packaging and shipping costs, if any, shall be charged in addition. In the case of orders from abroad, costs or taxes not known to SEVERIN Holz und Kunststoff GmbH may be incurred, such as (import) duties or processing fees for payment. These are not costs which are paid or invoiced via SEVERIN Holz und Kunststoff GmbH. These costs are to be borne by the customer.
(2) SEVERIN Holz und Kunststoff GmbH accepts the payment methods indicated on the order confirmation. SEVERIN Holz und Kunststoff GmbH shall issue the customer with an invoice for the ordered goods, which shall be sent to the customer in text form at the latest with the delivery of the goods.
(3) In the event that, after conclusion of the contract, the net purchase prices to be paid by the customer for the contractual materials (these are, in particular, raw materials, wood-based materials & packaging material) should increase or decrease by more than 10 percent at the time of their delivery, each of the two contracting parties shall have the right to demand that the other enters into supplementary negotiations with the aim of bringing about, by agreement, an appropriate adjustment of the contractually agreed prices for the contractual materials concerned to the current delivery prices.
(4) SEVERIN Holz und Kunststoff GmbH shall be entitled to perform deliveries or services only against advance payment or provision of collateral.
ยง 4 Packaging and shipping costs, transfer of risk
(1) The risk shall pass to the customer at the latest when the delivery item is handed over (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the delivery. This shall also apply if partial deliveries are made or SEVERIN Holz und Kunststoff GmbH has assumed other services (e.g. shipping or installation). If dispatch or handover is delayed due to a circumstance the cause of which lies with the customer, the risk shall pass to the customer from the day on which SEVERIN Holz und Kunststoff GmbH is ready for dispatch and has notified the customer of this.
(2) The mode of dispatch and packaging shall be subject to the dutiful discretion of SEVERIN Holz und Kunststoff GmbH. Shipping costs will be charged in addition.
(3) The customer shall bear the storage costs after transfer of risk. In the event of storage by SEVERIN Holz und Kunststoff GmbH, the storage costs shall amount to 0.25% of the invoice amount of the delivery items to be stored per elapsed week. SEVERIN Holz und Kunststoff GmbH reserves the right to claim and prove further or lower storage costs.
(4) The consignment shall only be insured by SEVERIN Holz und Kunststoff GmbH against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the customer and at the customer’s expense.
ยง 5. Delivery and delivery times
(1) Deliveries shall be made ex 59469 Ense-Waltringen.
(2) Deadlines and dates for deliveries and services promised by SEVERIN Holz und Kunststoff GmbH shall always be approximate unless a fixed deadline or date has been expressly promised or agreed. If dispatch has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarder, carrier or other third party commissioned with the transport.
(3) SEVERIN Holz und Kunststoff GmbH may – without prejudice to its rights arising from default of the customer – demand from the customer an extension of delivery and performance periods or a postponement of delivery and performance dates by the period of time during which the customer does not fulfil its contractual obligations towards SEVERIN Holz und Kunststoff GmbH.
(4) SEVERIN Holz und Kunststoff GmbH shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract (e. g. disruptions of any kind, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the non-delivery, incorrect delivery or late delivery by suppliers) for which SEVERIN Holz und Kunststoff GmbH is not responsible. If such events make the delivery or service of SEVERIN Holz und Kunststoff GmbH considerably more difficult or impossible and the hindrance is not only of temporary duration, SEVERIN Holz und Kunststoff GmbH shall be entitled to withdraw from the contract. In case of hindrances of temporary duration, the delivery or service periods shall be extended or the delivery or service dates shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediate written declaration to SEVERIN Holz und Kunststoff GmbH.
ยง 6. Place of performance and acceptance
(1) The place of performance for all obligations arising from the contractual relationship shall be 59469 Ense-Waltringen, unless otherwise stipulated. If SEVERIN Holz und Kunststoff GmbH is also responsible for the installation, the place of performance shall be the place where the installation is to take place.
(2) Insofar as acceptance is to take place, the item shall be deemed to have been accepted when
a) the delivery and, if SEVERIN Holz und Kunststoff GmbH is also responsible for the installation, the installation has been completed,
b) SEVERIN Holz und Kunststoff GmbH has notified the customer of this with reference to the presumption of acceptance in accordance with this regulation and has requested the customer to accept the goods,
c) twelve working days have elapsed since delivery or installation or the customer has started using the item (e.g. has put the delivered system into operation) and in this case six working days have elapsed since delivery or installation, and
d) the customer has failed to accept the goods within this period for a reason other than a defect notified to SEVERIN Holz und Kunststoff GmbH which makes the use of the purchased goods impossible or significantly impairs their use.
ยง 7 Warranty
(1) The warranty period shall be one year from delivery or, if acceptance is required, from acceptance.
(2) The delivered items shall be carefully inspected immediately after delivery to the customer or to the third party designated by the customer. They shall be deemed to have been approved if SEVERIN Holz und Kunststoff GmbH has not received a written notification of defects with regard to obvious defects or other defects which were recognisable during an immediate, careful inspection within seven working days after delivery of the delivery item, or otherwise within seven working days after the discovery of the defect or the point in time at which the defect was recognisable for the customer during normal use of the delivery item without closer inspection. At the request of SEVERIN Holz und Kunststoff GmbH, the delivery item complained about shall be returned to SEVERIN Holz und Kunststoff GmbH carriage paid. In the event of a justified complaint, SEVERIN Holz und Kunststoff GmbH shall reimburse the costs of the most favourable shipping route; this shall not apply if the costs increase because the delivery item is located at a place other than the place of intended use.
(3) In the event of material defects in the delivered items, SEVERIN Holz und Kunststoff GmbH shall first be obliged and entitled to rectify the defect or make a replacement delivery at its discretion within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the customer may withdraw from the contract or reduce the purchase price appropriately.
(4) In the event of defects in components from other manufacturers which SEVERIN Holz und Kunststoff GmbH cannot remedy for licensing or actual reasons, SEVERIN Holz und Kunststoff GmbH shall, at its discretion, assert warranty claims against the manufacturers and suppliers for the account of the customer or assign them to the customer. Warranty claims against SEVERIN Holz und Kunststoff GmbH shall only exist in the case of such defects under the other conditions and in accordance with these General Terms and Conditions if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the customer against SEVERIN Holz und Kunststoff GmbH shall be suspended.
(5) Any delivery of used items agreed with the customer in individual cases shall be made to the exclusion of any warranty.
(6) Claims for damages due to fault on the part of SEVERIN Holz und Kunststoff GmbH shall not be limited by the above warranty provisions.
ยง 8 Retention of title
(1) The following agreed retention of title shall serve to secure all existing current and future claims of SEVERIN Holz und Kunststoff GmbH against the customer arising from the delivery relationship existing between the contracting parties (including balance claims from a current account relationship limited to this delivery relationship).
(2) The goods delivered by SEVERIN Holz und Kunststoff GmbH to the customer shall remain the property of SEVERIN Holz und Kunststoff GmbH until full payment of all secured claims. The goods as well as the goods covered by the retention of title taking their place according to this clause shall hereinafter be referred to as goods subject to retention of title.
(3) The customer shall store the reserved goods free of charge for SEVERIN Holz und Kunststoff GmbH.
(4) The customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business until the event of realisation (paragraph 9). Pledges and transfers by way of security are not permitted.
(5) If the reserved goods are processed by the customer, it is agreed that the processing shall be carried out in the name and for the account of SEVERIN Holz und Kunststoff GmbH as manufacturer and that SEVERIN Holz und Kunststoff GmbH shall acquire direct ownership or – if the processing is carried out from materials of several owners or the value of the processed item is higher than the value of the reserved goods – co-ownership (fractional ownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of ownership should occur for SEVERIN Holz und Kunststoff GmbH, the customer shall already now transfer his future ownership or – in the above-mentioned ratio – co-ownership of the newly created item to SEVERIN Holz und Kunststoff GmbH as collateral. If the goods subject to retention of title are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, SEVERIN Holz und Kunststoff GmbH shall, insofar as the main item belongs to it, transfer to the customer pro rata co-ownership of the uniform item in the ratio stated in sentence 1.
(6) In the event of resale of the goods subject to retention of title, the customer hereby assigns to SEVERIN Holz und Kunststoff GmbH by way of collateral the resulting claim against the purchaser – in the event of co-ownership of SEVERIN Holz und Kunststoff GmbH in the goods subject to retention of title in proportion to the co-ownership share. The same shall apply to other claims which take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims in tort in the event of loss or destruction. SEVERIN Holz und Kunststoff GmbH revocably authorises the customer to collect the claims assigned to SEVERIN Holz und Kunststoff GmbH in his own name for the account of SEVERIN Holz und Kunststoff GmbH. SEVERIN Holz und Kunststoff GmbH may only revoke this direct debit authorisation in the event of realisation.
(7) If third parties access the goods subject to retention of title, in particular by seizure, the customer shall immediately inform them of the ownership of SEVERIN Holz und Kunststoff GmbH and inform SEVERIN Holz und Kunststoff GmbH thereof in order to enable it to enforce its property rights. If the third party is not in a position to reimburse SEVERIN Holz und Kunststoff GmbH for the court or out-of-court costs incurred in this context, the customer shall be liable for these to SEVERIN Holz und Kunststoff GmbH.
(8) SEVERIN Holz und Kunststoff GmbH shall release the goods subject to retention of title as well as the items or claims replacing them upon request at its discretion if their value exceeds the amount of the secured claims by more than 50%.
(9) If SEVERIN Holz und Kunststoff GmbH withdraws from the contract in the event of a breach of contract on the part of the customer – in particular default of payment – it shall be entitled to demand the return of the goods subject to retention of title.
ยง 9 Handling of sales packaging, transport packaging and outer packaging
(1) If SEVERIN Holz und Kunststoff GmbH packages goods on behalf of the customer, the customer shall be obliged to ensure the disposal of the sales packaging in accordance with the provisions in the country of sale. Packaging on behalf of the customer shall always be deemed to have been carried out if the labelling is carried out in the customer’s name or according to the customer’s specifications.
(2) For deliveries to and within Germany, the following shall apply to the handling of transport packaging and outer packaging that only accumulates in Germany:
a) The customer is obliged to return to SEVERIN Holz und Kunststoff GmbH the transport packaging and outer packaging resulting from the deliveries. This return can be made by prior agreement upon delivery or at an agreed later time (for example upon the next delivery). In the latter case, the customer shall be obliged to inform SEVERIN Holz und Kunststoff GmbH in text form within 8 weeks of delivery of a date with a lead time of at least 14 working days.
b) The transport packaging and outer packaging shall be kept ready for collection by the customer, empty of residues and separated according to light packaging (plastic and metal), paper and wood, and shall be handed over to SEVERIN Holz und Kunststoff GmbH in consignment/transport units suitable for transport. The handover location must be easily accessible and reachable by standard means of transport (especially trucks).
c) In deviation from this, the parties may agree in writing that the customer will reuse or professionally recycle the outer packaging and transport packaging in accordance with the provisions of the Packaging Act. In this case, the customer shall act as an agent of SEVERIN Holz und Kunststoff GmbH within the meaning of ยง 662 BGB. He shall be obliged to confirm to SEVERIN Holz und Kunststoff GmbH in writing and in a timely manner that further use or recycling has taken place. The customer shall keep documentary evidence of this and make it available if required. The customer may not decide to reuse or recycle the transport packaging and outer packaging without the agreement or approval of SEVERIN Holz und Kunststoff GmbH.
d) If SEVERIN Holz und Kunststoff GmbH culpably fails to take back the packaging twice despite an agreed deadline or a request in due time, the customer shall be entitled, in deviation from lit. c, to reuse the transport packaging and outer packaging himself or to recycle it in accordance with the law. In this case, the customer shall be deemed to be acting without a mandate and SEVERIN Holz und Kunststoff GmbH shall reimburse the customer for its expenses in accordance with ยง 670 BGB (German Civil Code). In particular, culpable neglect shall not be deemed to exist if one of the reasons of ยง 5 para. 4 is given.
e) If the customer culpably fails to return the transport packaging and outer packaging to SEVERIN Holz und Kunststoff GmbH and also fails to reuse or recycle it himself, he shall be obliged to compensate SEVERIN Holz und Kunststoff GmbH for any resulting damage (including any fines to be paid).
ยง 10 Industrial property rights, indemnification, documents
(1) If goods are manufactured according to drawings, drafts, models or other descriptions and specifications of the customer, the customer shall indemnify SEVERIN Holz und Kunststoff GmbH against all claims of third parties arising from an alleged or actual infringement of rights (e.g. concerning intellectual property, industrial property rights or copyrights). In this case, the customer shall indemnify and hold SEVERIN Holz und Kunststoff GmbH without any claim.
(2) The customer undertakes to inform SEVERIN Holz und Kunststoff GmbH immediately in cases of ยง 10 (1) that third parties claim or assert rights. Measures such as acknowledgement, settlement negotiations and defence measures shall be coordinated with SEVERIN Holz und Kunststoff GmbH. SEVERIN Holz und Kunststoff GmbH shall be provided with all necessary information upon first request.
(3) If drawings, samples and data carriers are provided to SEVERIN Holz und Kunststoff GmbH and no order is placed by the customer, SEVERIN Holz und Kunststoff GmbH shall return them at the customer’s request and expense, otherwise SEVERIN Holz und Kunststoff GmbH shall be entitled to destroy them three months after submission of the offer or its rejection.
(4) The transfer of rights to the models, moulds and devices, drafts and drawings created by SEVERIN Holz und Kunststoff GmbH shall require a separate agreement.
ยง 11 Final provisions
(1) In the event that any provision of these General Terms and Conditions should be invalid, the validity of the other provisions shall not be affected. This applies in particular to the contract already concluded. The invalid clause shall be replaced by the statutory provision. Other provisions shall only apply if in this case adherence to the contract represents an unreasonable hardship for one of the contracting parties. Then the contract as a whole is invalid.
(2) With regard to all legal relationships arising from this contractual relationship, the contracting parties agree that the law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(3) In commercial business transactions, the place of jurisdiction is agreed to be 59469 Ense-Waltringen.