Terms and Conditions
General Terms and Conditions
of Stahlotec GmbH
represented by CEO Christian Neyer
Heideweg 8a | 49170 Hagen a.T.W.
§ 1. Scope
Business relationships between Stahlotec GmbH (hereinafter referred to as the “Contractor”) and commercial or private clients shall be governed exclusively by the version of the following General Terms and Conditions applicable at the time the contract is awarded. The Contractor does not recognise any terms or conditions stipulated by the Client that deviate from these General Terms and Conditions, except in cases where the Contractor has provided express written approval of said deviating terms and conditions.
§ 2. Subject of the contract, order confirmation
The Contractor provides metal machining and processing services.
Unless stated otherwise, the Contractor’s written quotations shall remain valid for 3 weeks following their date of issue. The date printed on the quotation shall be deemed the date of issue. None of the Contractor’s quotations include installation work. This shall be listed separately with the quotation.
Documents such as diagrams, sketches, drawings, statements of costs, and cost estimates shall only be deemed binding if confirmed as such in writing.
Any oral declarations or assurances on the part of the Contractor’s employees shall remain non-binding until confirmed in writing by the Contractor.
For the conclusion of all contracts, the order confirmation shall contain the sole valid definition of the scope of the agreed and contractually owed service.
§ 3. Prices, terms of payment
Unless agreed otherwise, the Contractor shall carry out all orders for the agreed fixed price.
If it becomes apparent during the carrying out of an order that this process shall incur greater expense than expected, the additional expense shall only be billed to the Client if this has been mutually agreed upon with the Client beforehand.
Our invoices are to be paid within 8 days of the invoice date with 2% discount on the net amount stated in the invoice in question, or within 20 days of the invoice date with no discount.
If the Contractor does not receive the payment for the full amount of the invoice within 20 days of the invoice date, the Client shall be deemed in default of payment. In such cases, default interest of 10% p.a. shall be applied. The Contractor reserves the right to claim for further damages as a result of the default of payment.
Offsetting and retention are not permitted except in case of undisputed or legally established claims.
We charge the following fees for non-exchanged load carriers, excl. legally applicable VAT:
Full Euro pallet cage: €110 per unit
Half Euro pallet cage: €85 per unit .
Euro pallet: €12 per unit
Euro pallet frame: €10 per unit
§ 4. Retention of title
All goods deliveries shall remain the property of the Contractor until their purchase price has been paid in full, including any applicable interest. The transfer, resale and pledging of the goods subject to retention of title shall only be permitted with the written consent of the Contractor. In case of resale in commercial dealings, the Client hereby assigns the resulting claims against its business partner to the Contractor with immediate effect (extended retention of title).
§ 5. Delivery of goods
Unless agreed otherwise, goods shall be delivered to the delivery address specified by the customer. The route and means of transport shall be decided at the discretion of the Contractor. Unless otherwise agreed in writing, the cost of delivery shall be borne by the Client.
Unless a fixed-period commercial transaction has been agreed in writing, the Contractor shall not owe delivery at any particular point in time.
The Contractor shall merely provide an estimated time of delivery in the order confirmation. If no delivery estimate is specified in the order confirmation, delivery can be expected within 30 days following the conclusion of the contract.
The Contractor shall not be held responsible for delays to the delivery and the provision of services as a result of force majeure or events that make it significantly more difficult or impossible for the Contractor to complete delivery, such as labour disputes, unrest, official measures, or failure on the part of our subcontractors to deliver promptly or at all, even in the case of fixed-period commercial transactions.
In such cases, the Contractor is entitled to postpone delivery/provision of the service in question or withdraw from the contract without incurring claims for damages from its Contractual Partner. The Contractor must promptly notify its Contractual Partner of any delays in writing after they have become apparent to the Contractor itself.
The Contractor shall only take out transport insurance at the request and expense of the Client.
For commercial contracts, any obvious signs of transport damage must be reported immediately to the carrier and documented in writing. Any other transport damages or missing goods must be reported to the Contractor in writing three days after the delivery has been handed over at the latest; failure to do so shall void any claim to replacement or repair.
§ 6. Warranty
In case of defects covered by the warranty, the Contractor shall remedy or replace the defective parts. In case of commercial legal transactions, defects must be reported to the Contractor in writing and without delay within three days of receipt of the goods (for obvious defects) or within three days of discovery of the defect (for concealed defects), in accordance with Section 377 of the German Commercial Code (HGB).
Unless indicated otherwise based on the nature of the item or defect or due to other circumstances, efforts to rectify a defect shall be deemed to have failed after the second unsuccessful attempt. If efforts to rectify the defect fail and/or the defect is not rectified within a reasonable period of time defined by the Contractor, the Client shall be entitled to make further warranty claims. The same shall apply if the Contractor seriously and definitively refuses to make any attempt towards supplementary performance, or if the Client cannot be reasonably expected to accept the supplementary performance.
Minor defects shall not constitute grounds for withdrawal from the contract.
If it becomes clear upon inspection of a reported defect that the defect in question does not constitute a warranty case, the customer must cover the cost of the inspection. If a repair is required, this shall not occur until the customer has issued a written order for said repair work.
§ 7. Liability
The Contractor shall be liable for any damages incurred by the Client as a result of wilful misconduct or gross negligence on the part of the Contractor or its vicarious agents. Should the Contractor breach any material contractual duty the fulfilment of which is essential to the proper performance of the contract and which the Client may ordinarily expect the Contractor to fulfil, the Contractor shall also be liable for negligence.
In case of injury to life, limb or health, the Contractor shall be liable for wilful and negligent causation of damage.
The Contractor shall be liable for property and financial damages for which it is responsible up to a sum of €100,000.00 per case, and only to the extent that the Contractor’s business liability insurance covers the damages in question. The Contractor accepts no liability for production failures, interruptions to operations, or loss of profits, information or data. All other claims for damages are excluded irrespective of their legal grounds, unless liability for wilful misconduct is mandatory.
§ 8. Statute of limitations
In all cases other than those involving the purchase of consumer goods, warranty claims and claims for damages shall lapse one year after the commencement of the legal statute of limitations. In the case of contracts with consumers, the warranty claims and claims for damages shall lapse within one year following the commencement of the legal statute of limitations unless the Contractor has maliciously concealed the defect in question, or if the defect in question is the result of wilful misconduct or gross negligence on the part of the Contractor. In such cases, the legal statute of limitations shall apply.
§ 9. Written form
Any legal declarations made to the Contractor must be submitted in writing in order to be effective.
§ 10. Place of jurisdiction
For contracts between commercial entities, the location of the Contractor’s headquarters shall be agreed upon as the place of jurisdiction. This shall also apply if the commercial Client does not have a general place of jurisdiction within the Federal Republic of Germany or moves its headquarters or habitual residence to another country following conclusion of the contract. Furthermore, commercial contracts shall be subject to German law as applied at the time of their conclusion.
§ 11. Industrial property rights
The Contractor accepts no liability for ensuring that the goods it supplies do no infringe upon the industrial property rights of third parties. The Contractual Partner hereby undertakes to notify the Contractor immediately if the Contractual Partner receives any report of such infringements. If the goods were produced based on the designs or instructions of the Contractual Partner, the Contractual Partner must exempt the Contractor from all claims brought against the Contractor in this context.
§ 12. Assignment of claims
The Contractual Partner does not have the right to assign to third parties any claims arising from contracts concluded with us.
§ 13. Notification regarding right of withdrawal for distance transactions with consumers
13.1 Right of withdrawal
In case of a distance contract (Section 312b, German Commercial Code (BGB)), the following additional provisions apply:
The Client, who is a consumer in accordance with Section 13 of the BGB, can withdraw from the contract within one month, either in text form (e.g. letter, email) or by returning the goods, without stating their reasons for doing so. The withdrawal period shall begin upon receipt of notification of the right of withdrawal at the earliest. The withdrawal period shall be deemed to have been honoured providing the item or the notice of withdrawal has been sent off before the withdrawal period expires. The notice of withdrawal must be addressed to:
49170 Hagen a.T.W.
05405 / 80 449 - 00
13.2 Consequences of withdrawal
In the event of an effective withdrawal, the goods and payments received by both Parties must be returned, and any interest drawn surrendered. If you are unable to return the goods you have received from us, in part or in whole, or are only able to do so in a deteriorated condition, you must compensate us for the value you have failed to replace. This shall not apply to the handover of items if the deterioration of the item in question is deemed to have resulted solely from examination of it. Furthermore, you can avoid this obligation to provide compensation by avoiding using the item as its owner would or doing anything that would degrade its value. When returning delivery of goods with a total order value of €40 or less, you must bear the cost of the return delivery if the delivered goods match those you originally ordered; the same applies to goods of a higher price if you have yet to provide compensation for the item or contractually agreed partial compensation at the time of withdrawal. In all other cases, return delivery shall be free of charge to you.
§ 14. Severability clause
Should individual provisions of the contract between the Contractor and the Client, including these General Terms and Conditions, be unenforceable in whole or in part, or should they contain loopholes, this shall not affect the validity of the remainder of the contract. As far as can be reasonably expected in good faith, the Parties hereby undertake to replace any unenforceable provision with an enforceable provision equivalent to the economic success of the original provision, providing this does not result in any material alterations to the contents of the contract. The same shall apply to any matter that requires regulation but is not thus far expressly regulated by the contract.
Osnabrück, 1 February 2011