GENERAL BUSINESS, DELIVERY
AND PAYMENT TERMS AND CONDITIONS
OF SOLLER MULTISERVICE GMBH + CO. KG
A. General and scope
- All offers and agreements are based on the Contractor’s (SOLLER Multiservice GmbH + CO. KG) Terms and Conditions. Any deviant provisions must be confirmed in writing.
- These Terms and Conditions are deemed accepted by the Customer upon order placement or acceptance of delivery. They are deemed accepted at the latest upon receipt of the delivery/goods/services. Any contrary confirmation made by the client with reference to its own terms and conditions is hereby expressly rejected. Such terms and conditions have no validity; even if not expressly rejected again at the time of contract conclusion. These Terms and Conditions, remain valid for subsequent orders without need for further communication and may be deviated from by express written agreement only.
- Obvious mistakes, typographical errors or miscalculations will not be binding on us.
B. Offers and prices
- The price and performance information contained in our offer is without engagement and only applies on the condition that the order information on which it is based remains unchanged. The Contractor’s prices are quoted exclusive of sales tax. They apply ex works and do not include packaging, freight, postage, insurance or any other forwarding costs.
- If extra work arises in carrying out an order for reasons outside the Contractor’s responsibility, the Contractor will be entitled to report such additional expenses and outlays and charge them separately.
- In the event of subsequent changes or quantity deviations by more than 15 per cent, or if the order requires the Contractor to interact with ultimate buyers or third parties, the Contractor will be entitled to recalculate the price, provided the reasons for this are outside the Contractor’s responsibility.
C. Delivery periods
- Delivery periods quoted in offers are always nonbinding.
- Delivery deadlines are only effective if confirmed by the Contractor in writing. If the contract is concluded in writing, then any confirmation of the delivery deadline must also be in writing.
- If the Contractor fails to meet a delivery deadline, it will initially be granted a reasonable grace period. If the grace period expires fruitlessly, the Customer will be entitled to withdraw from the contract. § 361 BGB (German Civil Code) will remain unaffected by this. Any claim for damages will be limited to the amount of the order value (own performance excluding any advance performance and materials). Any compensation for indirect damage due to lost profit or covering purchase is excluded.
- Any disruption of operations, whether at the Contractor’s or at the Customer’s plant, in particular in the way of strike, traffic bottlenecks, intervention by a public authority, lockout, war, insurrection, or any other form of force majeure, will not constitute grounds for cancelling the contractual relationship. The principles concerning frustration of contract will remain unaffected.
D. Special obligations of the customer
- Any goods required by the Contractor for carrying out the order must be delivered by the Customer carriage-free. The Customer will immediately reimburse to the Contractor any costs incurred through any delivery of goods to the Contractor made on the Customer’s instructions.
- Any goods that are delivered by the Customer or by a third party on the Customer’s behalf for the purpose of order execution and taken in stock must be insured through a warehouse keeper’s liability insurance policy. The Contractor will assume no liability for any loss or deterioration of the goods. Insurance against burglary, theft and fire, storm and water damage may be taken out on the basis of a special written agreement.
- The Customer must provide written notice of any hazards associated with a product already at the time of order placement but in any case prior to delivery to the Contractor. The same applies analogously to products that are perishable or require special treatment or storage conditions. The Customer must provide full compensation for any damage resulting from a breach of this obligation.
- The Contractor will forward any goods received for the purpose of order execution to the end user in the name and on behalf of the Customer without having inspected the goods in any way. The responsibility for ensuring suitability of the goods vis-à-vis the end user and providing any required instructions to this end as well as the risk of failing to do so reside exclusively with the Customer.
E. Retention of title / Delivery / Dispatch
- Goods delivered and services rendered will remain the sole property of the Contractor until all claims against the Customer existing at the invoice date have been paid for in full. The Customer may only resell the goods in the ordinary course of business. The Customer hereby assigns its claims arising from the resale to the Contractor, and the Contractor accepts the assignment.
- To the extent that goods are handed over by the Customer for the purpose of order execution, these will be forwarded to third parties at the Customer’s cost and risk, effective ex works. Any packaging will be charged to the Customer in addition and will not be taken back. The goods are insured according to the relevant carrier’s forwarding terms and conditions. Any forwarding insurance over and above these terms and conditions must always be taken out by the Customer.
- No. 2 above also applies to goods received by the Contractor from a third party for the purpose of forwarding them to the Customer.
- The risk will pass to the Customer at the moment of handing over the consignment to the person or company performing the transport also in the case of carriage-free shipment.
- If the Contractor believes the realization of its claims to be at risk, the Customer must, at the Contractor’s request, report the assignment in writing and make all necessary information and documents available.
- International dispatch will be only be made against irrevocable letter of credit.
- The Contractor is entitled to make partial delivery.
F. Complaints / Liability
- Complaints will only be permissible within one week of receipt of the goods. Claims on account of concealed defects that were not detected at the time of immediate inspection may only be made against the Contractor if received by the Contractor in the form of a written notice of defects within six months of the dispatch of the goods or services from the Contractor’s supply plant.
- In the case of a justified complaint the Contractor will, at its discretion, and to the exclusion of further claims, be obliged to rectify the defect and/or deliver a replacement up to the amount of the order value unless a warranted characteristic has been omitted or the Contractor or its agents have acted with intent or gross negligence. The same will apply in the event of a justified complaint concerning the rectification performed or the replacement delivery. However, the Customer will be entitled to withdraw from the contract if the rectification or replacement delivery is delayed, or unsuccessful or does not occur. § 361 BGB will remain unaffected by this.
- Defects in a part of the delivered goods or services will not create a right to reject the entire delivery or service, unless partial delivery is of no value to the Customer.
- Any liability for subsequent damage resulting from a defect is excluded, unless the Contractor or its agents have acted with intent or gross negligence.
- All warranty claims will become time-barred six months after order execution at the latest.
G. Archiving / Insurance
- Templates, data, data carriers and other objects and remainders of stock and semi-finished and finished products intended for reuse will only be archived or stored beyond the date of delivery by prior arrangement and against separate payment. They will be handled with care up to the date of delivery. The Contractor can only be held liable for damages in the event of intent or gross negligence.
- If these objects, data or documents are to be insured, it will be upon the Customer to procure such insurance.
H. Copyright / Ownership
- All resources, software and data which are used by the Contractor for manufacturing contractual products and all other objects, data and data carriers intended for reuse will remain the Contractor’s property and are not included in the delivery, even if they are charged separately.
- The Customer will be solely liable for any infringement of the rights, in particular copyrights, of a third party that may occur as a result of order execution. The Customer must hold the Contractor harmless against any and all claims raised by a third party for such infringement.
I. Company information
The Contractor will have the right, with the Customer’s consent, to make reference to its company on the contractual products in a suitable manner. The Customer may only refuse this if it has an overriding contrary interest.
J. Place of fulfilment / Legal venue / Effectiveness
- The place of fulfilment and legal venue for all claims and legal disputes arising from the contractual relationship, including bill enforcement proceedings and trials by the record, will be the Contractor’s place of business in Bremen, provided both the Contractor and the Customer are registered merchants or legal entities under public law as defined in the HGB (German Commercial Code).
- If any provision of these Terms and Conditions should be or become wholly or partially ineffective, the remaining provisions will remain fully effective.