General Terms and Conditions
I. General Information / Scope
1. Our present – and future – offers, shipments and other services are subject exclusively to the following terms and conditions. The customers conditions of purchase are hereby expressly excluded.
2. The General Terms and Conditions shall be valid solely in respect of customers acting at the time of signing the agreement in a corporate capacity or in a capacity as self-employed professionals (entrepreneurs) as well as legal entities and special funds under public law.
3. The General Terms and Conditions shall also apply only to the extent that no other written agreements which deviate herefrom were concluded with the party to the contract. In other respects, the General Terms and Conditions also apply supplementary to written agreements with the party to the contract.
II. Conclusion and Object of the Agreement
1. Our quotations are subject to confirmation. Contracts are not binding until confirmed in writing by us. The sending of an invoice is equal to said order confirmation. The conditions set forth in the quotation or the order confirmation shall settle finally and exclusively the characteristics of performance.
2. Public statements of a seller, manufacturer, or any other third party (e.g. by presenting the order and characteristics of the product in public) contain no supplementary or modifying description of the goods that are authoritative for the contract. Statements made by STOUR VALLEY SYSTEMS in connection with the contract (e.g. specification of services, reference to DIN standards, etc.) imply no assumption of a warranty. In this case, only expressive written statements made by STOUR VALLEY SYSTEMS regarding the assumption of warranty are authoritative.
3. Supplemental agreements, verbal statements of an employee or sales representatives as well as modification of confirmed orders (including changes in the delivery items) must be confirmed by us in writing to be valid.
4. Subsequent modifications of the products aimed at technical progress are reserved, to the extent that they are reasonable for the customer from the standpoint of an objective third party.
5. Proprietary rights and copyrights to figures, drawings as well as other documents required for performance of the contract are not the object of this agreement unless stipulated in writing elsewhere. We expressly reserve such rights.
6. The customer assumes absolute liability for all documents, such as drawings, plans, etc., that he makes available to us; in particular he shall also ensure that third-party rights are not infringed upon by their use. The customer shall also indemnify and hold harmless STOUR VALLEY SYSTEMS against any and all claims of third parties.
7. STOUR VALLEY SYSTEMS assumes no procurement risk, correct and timely self-delivery is reserved (see item V/2).
III. Prices and Terms of Payment
- In the absence of specific agreements prices shall be ex work or warehouse plus package, dispatch and insurance and respective statutory value added tax. Prices shall only be applied for the respective order, i.e. not be applicable for orders in the past or in future. In the event of a major change of the factors that determine the price in the period between conclusion of the contract and delivery of the goods, we reserve the right to a corresponding price adjustment. This also applies to master and call-off agreements. Should the parties be unable to agree on the price adjustment, both parties may withdraw from the contract.
- In case of agreed installation / assembly of the delivery item, invoicing shall take place by hourly rate plus per diem and travel expenses according to the valid price list, provided a flat rate was not agreed in writing. Travel time is considered as work time in this context. Assembly must be able to be executed unhindered in one continuous operation. Additional work and / or delays shall also be separately invoiced at an agreed flat rate based on the price list, provided we are not at fault for said work and / or delay.
- Payments shall be effected, if not otherwise explicitly agreed upon, within 14 days after invoice date net cash without deduction.
- Draft and check will only be accepted after previous agreement and only on account of performance and shall only be considered to be payment after unreserved crediting. Bank fees, discount charges, draft and other fees plus value added tax shall be charged to the customer according to private discount interest.
- The customer is in arrears when he fails to make payment within 2 weeks after receiving the invoice. If the customer is in default, STOUR VALLEY SYSTEMS is entitled to demand interest on payments in arrears amounting to 9% above the basic interest rate as of the date of default. The contractual partners are at liberty to prove a higher or substantially lower factual damage. If a customer is in arrears with an obligation to perform stemming from the current or another order, we reserve the right at our discretion to hold back deliveries or to make said deliveries dependent on advance payment or on security. Our rights as set forth under item V/4 and the right to be entitled to charge due date interest of 3% p.a. above the basic interest rate, yet a minimum of 5% p.a. in case of a mutual trading operation right from due date shall remain unaffected.
- In case of the existence of defects, the customer has no right of retention, unless the delivery is obviously defective; in such a case, the customer is only entitled to a right of retention to the extent that the amount withheld is in reasonable proportion to the defects and the anticipated costs of secondary performance (in particular the remedying of defects). The customer is further not entitled to assert claims and rights due to defects when he has not yet made due payments and the due amount is in a reasonable proportion to the value of the defective delivery.
IV. Reservation of Title
- We reserve the right to the title of the goods delivered until complete fulfillment of all claims (including collateral claims, such as costs for exchange, interest) from the business connection with the customer.
- The customer may sell the reserve goods within the orderly and usual business course, however may not pledge or assign them for security. In this case, the customer now already assigns to us all claims in the amount of the final invoice amount of the claim (including statutory value-added tax). We accept the assignment.
- A processing or change of the reserve goods will always be done for us without any obligations arising therefrom. For the subject resulting from processing or change the same conditions also apply as for the goods delivered under reservation.
- If the contract item is processed with other subjects not belonging to us, we acquire joint ownership of the new goods in the relation of the value of the contract item to the other processed subjects at the time of processing, including ancillary rights. The customer holds our jointly held property in safekeeping free of charge.
- In case of delay of payment or if the customer infringes other substantial contractual duties, we shall be entitled to a temporary taking back of the reserve goods without serving notice. The exercise of the right to take back shall not represent a withdrawal from contract unless otherwise expressly agreed in writing.
- On pledge or other attachments of third parties in connection with the sold goods the customer has to inform us without delay. Moreover, the customer must reimburse or indemnify us for costs that arise in connection with the release or return of the goods.
- At the customer’s request, we agree to release the reserve goods as soon as and as long as the realizable value of the securities does not exceed the claims to be secured by more than 20%.
V. Terms of Delivery and Default of Acceptance
- If a delivery term is agreed, this shall begin with the date of our order confirmation, however, not before production of the documents, approvals, releases and complete clarification of technical questions to be answered by the customer and to be submitted by the customer, and details on the requested performance to be indicated by the customer.
- Delivery term shall be extended – even within a delay – appropriately in case of force majeure and all unforeseeable obstacles occurring after conclusion of contract. This shall also apply if these circumstances occur at preliminary suppliers or delivery delays are a result of not properly conducted self-delivery (item II/7). We will inform the customers about the beginning and the end of such obstacles without delay. If such obstacle lasts longer than three months or it is determined that it will last more than three months, both the customer and we can withdraw from the contract. In the event of partial delivery, the right to withdrawal is limited to the part not yet fulfilled, unless part performance is unreasonable for the customer. In the event of withdrawal, we shall immediately refund the customer the applicable consideration.
- Given a valid interest, such as e.g. a first-time order by the customer or delays in payment in the past, etc. we may make delivery dependent on cash in advance.
- If the customer is in arrears with the acceptance of contract items or payment, we can withdraw from the contract after reminder and fruitless expiry of an appropriate additional respite defined by us or request damages due to non fulfillment. On enforcement of claims for damages due to non fulfillment we can demand compensation without proving thisin the amount of 20 % of the purchase price if the contract item is part of mass production or standard production to be allowable, orin the amount of 100 % of the purchase price if this contract item is a custom-built production according to specific customer requests and we had expenditure due to the production of the readiness to deliver.
The contractual partners are at liberty to prove a higher or substantially lower factual damage. Irrespective of this the regulations stipulated by law shall also remain unaffected for the ascertaining of damages if the contract has already been completely fulfilled by us. Moreover, we are also entitled to charge for accruing additional work, in particular, warehousing costs, in the event the customer delays acceptance.
VI. Delivery, Dispatch and Passing of Risk
- All shipments shall be at the customer’s invoice and at the customer’s risk. If no other agreements were made with regard to the mode of dispatch, we may determine the appropriate mode of dispatch at our own discretion (without warranty for the safest, fastest and most inexpensive transportation).
- Part delivery and performance shall be admissible to some reasonable extent.
- On deliveries to another member state of the European Union, the customer shall be obliged to inform us prior to dispatch about the applicable VAT identification number for this delivery and the customer’s branch of industry. This shall also apply correspondingly when involving further states into the regulations authoritative for this provision.
- In terms of deliveries the risk (irrespective of who bears the cost of shipment) passes to the customer at the point in time when a delivery leaves our work or warehouse. This also applies to partial deliveries. If the dispatch is delayed due to circumstances we do not have to represent, the risk passes to the customer on the day of readiness for dispatch.
- Provided no other written agreement exists, the goods are on principle insured at the customer’s expense against damage during transport. In the event of damage or loss, we assign the claims from the insurance to the customer concurrently upon the customer rendering the contractual performance (including reimbursement of the insurance premium).
VII. Warranty and Liability
- In case of a purchase which is a commercial business for both parties the customer has to inspect and give notice of any kind of defect to us within eight workdays – except hidden defects (Saturday is not considered to be workday) after delivery in writing. The same shall apply for hidden defects; otherwise the goods are considered to be approved despite these defects.
- Claims for defects do not exist in the event of irrelevant variation from the agreed condition and quality or in the event of irrelevant impairment of the fitness for use, further in the event of a delivery which STOUR VALLEY SYSTEMS procured from a third party and delivered to the customer unchanged; STOUR VALLEY SYSTEMS agrees, however, to assign claims against the third party to the customer. There shall also be no warranty obligation for normal wear and tear, in particular, with regard to wearing parts, as well as for damage or malfunction of the goods that are due to improper handling or use under unsuitable operating conditions. Liability in accordance with Ziffer angeben is unaffected herefrom.
- Complete units comply with FTZ/A guidelines. Should legal, government, or other operating or safety regulations be required, compliance thereto is incumbent on the customer.
- In any case STOUR VALLEY SYSTEMS has the right to choose between remedying of defects and a new delivery. Subsequent performance is considered to have failed at the earliest after three unsuccessful attempts. In this case, the customer shall be entitled to a rescission of contract or the diminution of the purchase price, the terms and conditions of item V/2, sentence 5 shall apply accordingly. In other respects, the customer can only demand compensation in accordance with item VIII/7.
- The customer shall bear the expenses necessary for the purpose of subsequent performance to the extent that the costs increase as a result of the shipment being transported to another location. The customer shall consequently in particular bear the cost of transport and assume the risk of accidental loss or destruction of the goods sold and of the accidental deterioration of said goods. The customer must return goods complained about as soon as substitute goods have been delivered for the purpose of subsequent performance.
- The warranty expires as soon as the customer modifies the object of the contract or allows modifications to be made by third parties unless the customer proves that no causation exists between the modification made and the defect which occurred.
- The customer’s claims for damages and compensation for expenses, are excluded regardless of the cause in law, in particular due to a failure to comply with the duties arising from the obligation (by STOUR VALLEY SYSTEMS, a representative, or a vicarious agent) or due to a tortuous act, and in other respects are limited to cases of damage caused intentionally or by gross negligence. This shall only apply, however, to the extent that liability is not mandatory by law (e.g. in accordance with the Product Liability Act, in the event of intent, fraudulent concealment or non-disclosure of a defect, due to personal or fatal injury or injury to health). Subject to the mandatory legal elements constituting liability by law, we are consequently also not liable for damages not incurred on the object of delivery itself, for lost profits or other financial losses incurred by the customer and in other respects also only for contractually anticipated damages. Claims for damages are limited in amount to the value of the goods in the cases permitted by statute.
- Warranty and all other claims of the customer become time-barred after 24 months (3rd party goods 6-12 month) from the day of the passing of the risk, in claims permitted by statute, however, as per the respective provision of the statute.
VIII. Brand Identification and Export
- A change of the brand identification on the goods by the customer or a third party is inadmissible insofar as it has not been otherwise agreed in writing.
- All products we deliver are to remain in the country of delivery agreed with the customer. The re-export of products is subject on principle to the Foreign Trade and Payments Ordinance of the Federal Republic of Germany or the country of origin, respectively, and may require a permit for the customer. The customer must inform himself about these regulations.
IX. Purchase on a Trial base
- In the event of agreed deliveries of sample and test equipment, the customer may rescind the contract within the agreed deadline by submitting a statement of disapproval.
- The customer shall bear the cost of return of the object of the contract. Notification of return shipments must be given in advance in writing. The danger of accidental loss or accidental deterioration of the returned goods does not pass to us until the delivery of the goods.
X. Jurisdiction, Place of Performance, Applicable Law
- The sole jurisdiction for all disputes arising directly or indirectly from the contractual relationship is London, provided the customer is a general merchant who has been entered in the commercial register. This shall also apply if jurisdiction for the customer is abroad or was moved abroad after conclusion of the contract.
- The place of performance for all obligations, provided no other agreement was made, is London.
- The laws of the United Kingdom shall apply exclusively.
The terms and conditions of the contract shall also be legally binding even if individual terms should become ineffective. The parties must replace ineffective terms with terms that come closest to fulfilling the permitted intended economic purpose.