Schnitt-Druck-Falz Spezialmaschinen GmbH

General Terms And Conditions

§ 1 Scope of Application

1. These General Terms and Conditions are only valid with entrepreneurs in the sense of § 14 German Civil Code (BGB).

2. These General Terms and Conditions are the sole conditions pertinent to all contracts between SDF and the Customer.
Any contradictory general terms and conditions of the respective parties to the contract are hereby opposed; they shall apply in individual cases only if and to the extent SDF has expressly acknowledged such terms and conditions in writing.
Only these General Terms and Conditions shall also apply if SDF renders delivery to the Customer without reservation in the knowledge of contradictory or deviating general terms of the Customer.

3. These General Terms and Conditions shall also apply to all future contracts between SDF and the Customer, no further incorporation is necessary again.

§ 2 Offers and Documents

1. Contractual offers by SDF are indivisible and as far as they are unlimited or nothing different results from the order confirmation, are not binding.

2. Offers included in leaflets, advertisements etc. are not binding and subject to being sold - also in regard of quoted prices.

3. As far as nothing different results from the circumstances, offers from SDF only represent calls on the Customer to submit definite contractual offers (inventatio ad offerendum). SDF is entitled to accept contractual offers from the Customer within three weeks. During this time the Customer is bound to his declarations of contract.

4. Property rights and copyrights, especially rights with respect to reproduction and distribution, concerning quotation documents, illustrations, description, drawings, estimates, samples, drawings and other documents shall remain with SDF.
Without express approval by SDF these documents shall not be passed on, published, duplicated or otherwise made available to third parties, and are to be returned to SDF on request without withholding of copies.

5. All agreements reached between SDF and the Customer have to be documented in writing.

6. The Customer may only trust in the legal validity of agreements reached with employees of SDF who have no representative authority entered in the trade register in case of a written confirmation of the agreements by the management of SDF.

§ 3 Scope of Delivery

1. For the scope of delivery the written order confirmation from SDF is decisive.

2. Changes, amendments or oral agreements will only become effective after written confirmation from SDF.

3. All rights reserved to modifications of technical data and constructions contributing to the technical progress.

4. Any safety measures becoming necessary because of the conditions in Customer's plant have to be taken by the Customer. They are not included in the scope of delivery. The same also applies to such
cases in which installation and start- up are carried out by SDF.

5. Foundations, power and supply lines, exhausters, bearing and supporting constructions as well as paintings will only be supplied as faras the have been individually agreed upon.

6. In default of contradictory agreements SDF is entitled to partial shipments and partial performances.

§ 4 Prices, Change in Prices

1. Unless otherwise agreed, the prices stipulated by SDF are ex works excluding packing, freight, postage, transport insurance, unloading, assembly, and start-up.

2. The prices indicated by SDF are net prices, plus statutory VAT.
The VAT is separately shown in the order confirmation and invoice and has to be paid by the Customer in addition to the purchase price or the compensation for work.

3. The unloading of supplied goods as well as the transportation from the unloading point to the point of application is incumbent upon the Customer.

4. All taxes and other duties arising for the delivery and services in the reception country are exclusively payable by the Customer.

5. As far as more than six months lie between conclusion of the contract and the agreed and/or actual date of delivery the prices of SDF valid at the time of delivery or provision are in force. If the last-named prices exceed the originally agreed prices by more than 10 % the Customer is entitled to withdraw from the contract.

§ 5 Payment and Terms of Payment

1. Unless otherwise provided for in the payment terms, payments must be effected by the Customer in Euro within ten days after date of invoice without deduction. Other methods of payment require a separate written agreement. The costs arising from this on both sidesare borne by the Customer, they are immediately due.
Bills of exchange and cheques are only accepted by SDF following a special agreement and only on account of performance.

2. The Customer is only entitled to set-off if his counterclaims have become final and absolute, uncontested or have been accepted by SDF. The Customer has no right of retention for disputed counterclaims, which have not become final and absolute.

3. SDF is entitled to demand appropriate advance payments and/or bails.

4. If SDF becomes of aware of circumstances that justify doubts about the Customer's creditworthiness, especially if a cheque is not cashed or the Customer stops his payments, SDF is entitled to call the remainder in immediately, even if cheques have been accepted. In this case SDF is also entitled to demand further advance payments or bails to the full amount of the order value taking into account already effected part payments.

5. In case the Customer definitely stops his payments and/or there is a move for insolvency proceedings on his asset, SDF is also entitled to withdraw from the not yet fulfilled part of the contract.

6. In spite of different stipulations of the Customer, SDF is entitled to credit payments at first against the Customer's older debts. SDF will inform the Customer of this way of settlement. In case costs and interest have already arisen, SDF is entitled to credit the payments at first against the costs, then the interests and finally the main payment

7. For the amounts charged by SDF, SDF may claim interest in an annual amount of 6 percentage points above the base interest rate at maturity.

§ 6 Liability for Damages of Customer

If SDF has according to the legal rules a claim for damages on the Customer instead of payment this claim amounts to 25 % all in of the agreed purchase price - notwithstanding already effected payments and subject to the evidence of a higher damage by SDF. The Customer is entitled to prove that none damage has occurred at all or is much lower than the lump sum.

§ 7 Time of Delivery

1. Agreed times of delivery are considered to be approximate and subject to correct and delivery in time to SDF themselves.

2. The meeting of a delivery obligation of SDF requires the in time and correct fulfilment of the Customer's obligation.

3. If non-compliance with a delivery period is attributable to unforeseen events for which SDF is not responsible, even if they have occurred at a subsupplier's works, delivery deadlines shall be postponed by the time of the disturbance.

4. The delivery deadline has been met if the goods to be supplied have left SDF by then or Customer has been informed of the readiness for dispatch or acceptance.
In case dispatch or acceptance of the goods to be supplied are delayed for reasons for which the Customer has to answer, the costs arising for this will be charged to his account starting one months after announcement of readiness for dispatch.

5. The non-compliance with delivery deadlines and delivery times allowing for a prolongation according to para 2 and 3 will only entitle the Customer to the assertion of his legal rights if he has fixed a final appropriate deadline of at least 20 days to SDF in writing before.

6. If delivery dates have been firmly agreed and at the same time the payment of a certain amount by SDF has been agreed in case of exceeding the delivery date for which SDF is responsible (penalty), all claims of the customer because of delayed delivery are satisfied to SDF with the payment or offsetting of the penalty against the outstanding purchase price.

§ 8 Delivery / Passing of Risk

1. Unless otherwise indicated in the order confirmation a delivery "ex works" is agreed.

2. The risk of an accidental loss or an accidental deterioration of the goods is passed on to the Customer upon transfer to the Customer or the Customer's carrier at the latest. This also applies if the transportation is made in own vehicles and by SDF staff. At the Customer’s request the shipment is covered by SDF by means of a transport insurance. The costs for this will be borne by the Customer.

§ 9 Requirement to Give Notice of Defects

1. The Customer or the consignee determined by the Customer has to inspect the goods immediately upon receipt. After unreserved taking over of the goods through the Customer or any person authorized by the Customer each subsequent complaint because of the outside condition of the goods is impossible. Notice of any other defects of the goods, as far as they are perceptible, can only be given within three working days as of receipt of the goods, otherwise only within three working days as of date of discovery. Notice of defects has to be submitted in writing.

2. Divergences in design, colours and measures of the purchased goods do not entitle the Customer to the assertion of warranty claims as far as the value of the purchased goods or their suitability for the general use or as stipulated in the contract is only insignificantly depreciated.

§ 10 Warranty

1. Notwithstanding the Customer's claims for damages under the requirements of the following article SDF at their own discretion provides warranty for defects brought to their notice in time and which do restrict the value and practical suitability not only insignificantly, at first by remedying the supplied goods or by supply of replacements goods.

2. Faulty goods may only be sent to SDF upon SDF's prior consent. In case of a return of the goods without SDF's prior consent SDF is entitled to refuse to accept.

3. In case of remedying the Customer is only entitled to reduce the agreed purchase prise or to withdraw from the contract after the second failure.

4. With the exception of the Customer's claims for damages under the requirements of the following article the statutory period of limitation for the Customer's warranty claims is one year for new goods as of date of delivery as far as the delivery of faulty goods is no wilful breach of duty.
In case the delivery is delayed for any reason the Customer is responsible for, the notice of readiness for dispatch takes the place of delivery.

5. There is no warranty for second- hand goods, except that SDF has fraudulently hidden the fault or has accepted warranty for the condition of the goods.

§ 11 Liability

1. The liability is always limited to damages, which have been caused by SDF or their performing agents wilfully or through gross negligence. SDF is only liable for a slight negligence in case of an injury to life, the body or health as well as a breach of duties substantial to the fulfilment of the contract purpose.

2. In case SDF is liable to a slightly negligent breach of duty, the liability is limited to the typical damages of those contracts in question which could be foreseen at the time of the conclusion of the contract or at least when the breach of duty was committed. This does not apply to an injury to life, the body or health.

§ 12 Retention of Title

1. All deliveries are effected under retention of title. SDF shall retain the title to all supplied goods until the purchase price has been paid in full through the Customer.
In the event of an ongoing business relationship with the Customer, SDF shall retain the title to all goods until also all the receivables ensuing from this business relationship have completely been paid.

2. In the event of attachments of the conditional goods the Customer has to inform SDF in writing without delay and to inform the pawnee of the retention of title. The Customer is not entitled to sell, give away, pawn, or assign the goods as security supplied to him under retention of title - except for in cases as per the following clauses.
The Customer is not allowed to come to any agreement with his purchasers which could encroach on SDF's rights.

3. In case the delivery has been made for a business kept up by the Customer the goods may be resold within the normal course of business. In this case the customer's claims against the purchaser of these goods are then already ceded to SDF. If the goods are resold on credit, the Customer himself has to retain the title against his purchaser. The Customer herewith cedes his rights and claims out of his retention of title against his purchasers to SDF. SDF herewith accepts the cession.

4. The Customer carries out any treatment or processing of the conditional goods free of charge for SDF. If the conditional goods are processed, combined and mixed with other objects which do not belong to SDF, then SDF acquires joint- ownership in the new object in proportion to the value of the conditional goods in relation to the other objects processed at the time of processing, combining and mixing. For the object, which is produced as a result of the processing, combining and mixing moreover, the same is applicable as for the conditional object.

5. In case the Customer acquires sole ownership in the new object, the contracting parties agree that he grants SDF joint-ownership in the new object in proportion of the invoiced amount of the processed or combined or mixed conditional goods and that he will keep this new object for SDF free of charge.

6. In case the conditional goods are resold together with other goods and no matter whether without or after processing, combining or mixing, the aforesaid advance assignment is only valid to the invoiced amount of the conditional goods, which have been resold together with other items.

7. If conditional goods are installed by the Customer or by his order as essential part on the property of a third party, the purchaser cedes any arising claims to compensation towards third parties or whom it may concern with all subsidiary rights including a cautionary mortgage to SDF.

8. If conditional goods are installed as essential part on the property of the Customer, he herewith cedes any claims arising from his sale of the property or property titles with all subsidiary rights to SDF.

9. The Customer must immediately inform SDF about execution proceedings or other third parties encroachments on the conditional goods or on the ceded claim by handing over all documents necessary for a procedure. As far as the third party is not a position to reimburse SDF for the court and out- of-court expenses, the Customer is liable for the loss occurred to SDF.

10. SDF undertake to release the securities to which they are entitled at their own discretion inasmuch as their appraisal value exceeds more than 150 % of the accounts receivable, as long as the latter have not yet been settled.

§ 13 Place of Fulfilment

Unless otherwise agreed in these General Terms and Conditions the place of fulfilment for all mutual liabilities is Monheim.

§ 14 Place of Jurisdiction

1. For all disputes arising from the contractual relationship, if the Customer is a fully qualified merchant as defined by the commercial code, a legal person under public law or public-law special assets, all legal proceedings arising directly or indirectly from the contract have to be instituted at the court which is competent for SDF's head office.

2. SDF is also authorised to take legal action at the Customer’s general place of jurisdiction.

§ 15 Applicable Law

For all business and legal relations between SDF and the Customer out of or in connection with this contract the law of the Federal Republic of Germany shall apply exclusively. Application of the German international private law as well as all bilateral and/or multilateral agreements concerning the purchase of movables and especially of the United Nations Convention on the International Sale of Goods (CISG) is hereby excluded.

§ 16 Data Protection

Acc. to § 33 Federal Data Protection Law SDF points out that all data arising in connection with the business contacts will be stored.

§ 17 General

1. The Customer's rights out of this contract are non-negotiable.

2. Should one of the stipulations of these General T erms and Conditions be or become inoperative, the validity of all other stipulations or agreements between SDF and the Customer will not be affected by this.

SDF Schnitt-Druck-Falz Spezialmaschinen GmbH, Niederstr. 45, 40789 Monheim, Tel.: +49 (0) 2173 39946-0
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