Condizioni generali di contratto
1.1 The following General Terms and Conditions of Sale apply to the legal relationship between an entrepreneur (Section 14 BGB (German Civil Code)), a legal person under public law or special public assets as a buyer (hereinafter "Buyer") and Steinbeis Papier GmbH as the seller. They also apply to all future business relations.
1.2 These General Terms and Conditions of Sale apply on an exclusive basis. They also apply if we do not once again refer to these conditions. General terms and conditions of business of the Buyer or to the contrary or those that vary from our conditions, or supplementary conditions, shall only become an integral part of the contract if and insofar as we have expressly consented to the validity of such conditions in writing. This approval requirement shall also apply if we unreservedly deliver goods to the Buyer in the future although we are aware of the Buyer's general terms and conditions of business.
2. Entering into a contract and other declarations of legal relevance
2.1 Contracts of purchase shall be brought about once we provide confirmation of order and exclusively on the basis of these General Terms and Conditions of Sale.
2.2 If the Buyer orders the object of sale electronically, we shall immediately confirm receipt of the order. Confirmation of receipt does not constitute a legal acceptance of the order. The confirmation of receipt may be associated with the acceptance statement.
2.3 All declarations of legal relevance and notices of the Buyer (e.g. setting of periods and withdrawal statements) shall be subject to the written form in order to be deemed valid. Rescinding the written form requirement is subject to the written form.
3. Delivery and shipping
3.1 In the absence of agreements to the contrary, we are entitled to determine the shipping mode and the shipping route to the best of our judgement without liability for the most cost-effective and fastest shipping. If the Buyer wishes to collect the object of purchase by lorry, or make arrangements to have it collected, this shall be subject to our prior approval.
3.2 In the cases in which goods from our warehouse are kept ready exclusively for disposal by the Buyer, or are sold for production without determining the shipping, the Buyer is to accept such goods within four weeks following notification of production.
3.3 Insofar as the Buyer is reserved the right to specify in greater detail the form, measurements or similar circumstances in the case of the delivery, the Buyer must exercise its right at the latest three weeks prior to the confirmed delivery date.
3.4 If freight-free delivery has been agreed upon without prepaying the consignment or deducting the freight from the invoice, the Buyer is to disburse the freight costs and may deduct them from the invoice amount. The freight shall be remunerated according to the valid freight rates that applied on the day of the calculation. Each increase in the freight costs as a result of a subsequent change to the freight type, the transport route, the place of destination or small-item, flood or ice surcharges or similar circumstances that have an effect on the freight costs shall be borne by the Buyer.
3.5 There shall be no remuneration by way of a freight saving in the case of amending the place of destination or other circumstances that have an effect on the freight costs.
3.6 Insofar as a war risk and transport insurance contract is entered into, this shall be borne by the Buyer. The Buyer may not reject such invoicing provided its object of purchase is transported as part of a larger transport operation. This also applies if the Buyer does not wish to have insurance cover for its item.
4. Delivery and performance dates
4.1 If certain delivery dates are not agreed upon, the delivery time shall commence on the date on which the order is confirmed and end on the day on which the object of purchase leaves the supplier's works or the distribution plant or is stored because of the impossibility of shipping in accordance with sub-section 5.3. If the Buyer amends the order following confirmation of order or acceptance of the order, whereby such an amendment exerts an influence on the production period, the delivery time shall only commence upon confirmation of the amendment. If we fail to honour an agreed time for reasons that are our responsibility, the customer shall be entitled to withdraw from the contract following expiry in vain of a reasonable subsequent period.
4.2 In the case of failure to comply with delivery dates, the Buyer shall not be entitled to claim for damages unless the failure to comply with delivery dates is based on intent or gross negligence on our part.
4.3 The Buyer is to confirm receipt of the goods by providing a signature on the delivery note upon accepting the goods.
5. Delivery disruptions due to force majeure and similar events
5.1 Our delivery obligation shall be suspended provided the object of purchase cannot be delivered as a result of force majeure or similar events or is not acceptable with consideration given to all circumstances. Force majeure is an event emanating from outside the enterprise that is not associated with the enterprise and which cannot be warded off despite application of the utmost care. A case of force majeure shall be deemed given in the case of war, epidemics, trade blockades, embargoes, raw material shortages and lacking transportation options. Any circumstance that is beyond the controllable sphere of influence of the affected party and which cannot be warded off despite application of the utmost care or is not foreseeable by this party shall be deemed a similar event. Such an event shall be deemed given, in particular, provided vendors are released in full or in part from their delivery obligation in accordance with the statutory provision, in the case of substantial price increases for such deliveries, in the case of industrial action and in the case of other operational disruptions or breakdowns that are not the party's responsibility.
Ist die Lieferung der Kaufsache durch höhere Gewalt oder ein ähnliches Ereignis für einen Zeitraum von mindestens 120 aufeinanderfolgenden Tagen unmöglich oder unzumutbar erschwert, so kann sowohl der Verkäufer als auch der Käufer vom Vertrag ganz oder teilweise zurücktreten.
5.2 If delivery of the object of purchase is temporarily impossible or hampered so as to render it unacceptable due to events stated in sub-section 5.1, the obligation to deliver shall be suspended for the period in which the hindrance in the performance applies. In such a case, the Buyer shall not be entitled to withdraw from the contract unless maintaining the contract has become unacceptable for the Buyer as a result of the delivery delay.
5.3 If delivery of the object of purchase is impossible or hampered so as to be unacceptable as a result of force majeure for a period of at least 120 consecutive days, both we and the Buyer may withdraw from the contract in full or in part.
5.4 Claims for damages regarding non-performance or regarding delayed delivery are excluded provided the non-performance or the delay are based on force majeure or similar events.
5.5 We shall inform the Buyer as quickly as possible in writing of the occurrence of force majeure or a similar event by stating details of the specific reason, and shall inform the Buyer of the extent to which executing the contract shall be affected as a result.
6.1 In the event of default on the part of the Buyer regarding payment or acceptance, we shall be entitled, following expiry in vain of a 14-day period that has been set, to claim for damages regarding non-performance in addition to the default interest or interest after the due date and/or withdraw from the contract in full or in part.
6.2 If the Buyer defaults in acceptance, we shall be entitled to request compensation for the additional expenses incurred as a result. We reserve the right, in particular, following expiry of 30 days following the Buyer's requested date to invoice the order quantity in full and invoice the Buyer for storage by us from that time by way of storage charges that are customary at the location.
6.3 Furthermore, we shall also be entitled to accept quantities regarding which the Buyer is in default of acceptance. However, we do not undertake to execute further parts of the order. The same shall apply if the Buyer defaults in acceptance only regarding one or more individual orders.
7. Passing of risk
Risk shall pass to the Buyer
- Upon the loading to the means of transport chosen by us at our plant. This also applies to deliveries that are free to the Buyer's domicile;
- Upon the properly notified making available in our warehouse in the case of objects of purchase to be collected by the Buyer from our premises;
- In the case of objects of purchase regarding which the Buyer is in default of acceptance.
8. Terms and conditions of payment and payment periods
8.1 The agreements entered into in writing by the Buyer and us apply. The payment period shall commence at all times from the invoice date.
8.2 In the absence of the entering into individual agreements to the contrary, the invoice amounts shall fall due for payment within 30 days from the invoice date without any deductions. Payments are to be made in good time so that we can dispose of the respective invoice amount on the last day of the payment or trade discount period.
8.3 We shall be entitled to terminate trade credit granted to the Buyer by serving 30 days' notice to take effect at the end of a calendar month, in the case of good cause including without notice. If bills of exchange have been agreed as payment, the term of the trade credit shall be extended up to the time at which the bill of exchange matures. Insofar as we grant discounts, bonuses and trade discounts, these shall only refer to deliveries for which we receive payment in full without taking court action.
8.4 If several payment claims apply, we shall be entitled to set off the Buyer's payments against its claims in the sequence in which they fall due for payment. The debtor's/Buyer's right of determination in accordance with the Section 366 I BGB (German Civil Code) is excluded accordingly.
8.5 Setting off disputed counter-claims against due invoice amounts and any deductions are not permitted. If the Buyer is a merchant, the Buyer shall not be entitled in the case of complaints regarding the object of purchase to retain payment of due invoice amounts up until clarification of the matter, or reduce invoice amounts.
8.6 In the event of deterioration in the Buyer's financial circumstances or in the event of default on the part of the Buyer, we shall be entitled to request immediate payment of all outstanding due invoices, and those that have not yet fallen due, and request payment in cash prior to delivery of the object of purchase for all deliveries that are outstanding.
8.7 Where due invoice amounts, including subsidiary claims, have not been paid in full, we do not undertake to provide any additional performance for any kind of current contract. Furthermore, we are entitled to exercise the rights set out in Sections 281, 323 BGB.
9. Reservation of title
9.1 Up until payment in full or all our claims against the Buyer resulting from the business association, we reserve ownership of the supplied objects of sale – in the case of submission of cheques and bills of exchange, including the bills of exchange discounted by the Buyer, up until these are redeemed. Insofar as the contracting parties put in place a current account, the reservation of title shall be deemed a security for our balance claim. In the case of default in payment or deterioration in assets, the Buyer undertakes to return the object of sale to us at our request. In the event of discontinuation of payments, the object of purchase is to be set aside without request and made available to us.
9.2 Use of or processing the supplied objects of sale by the Buyer shall apply without justifying an obligation on our part and by way of exclusion of acquisition of ownership in accordance with Section 950 BGB. In the event of processing or mixing with other objects of purchase that are not the Buyer's property, we shall acquire co-ownership of the new item in the proportion of the value of the reserved goods to the other processed objects of purchase at the time of the processing.
9.3 The Buyer is entitled to sell the object of purchase, which is our property in accordance with sub-section 9.1 or 9.2, as part of proper management of business operations. The Buyer is not entitled to pledge or transfer ownership of the object of purchase by way of security. The Buyer assigns to us at this point in time the claims against its customers to which it is entitled from the sale. If the value of the securities provided in our favour exceeds our claim in total by more than 20 %, we undertake, at the Buyer's request, to release securities at our discretion. The Buyer must insure the object of purchase that is our property against all storage risks, and on request furnish us with proof of entering into an insurance contract.
9.4 We – and all our subsidiaries – are entitled to assert and exercise all claims and rights, including ancillary rights, against third parties originally in our own name, namely make complaints, state setting off and assert bonuses etc. A relationship characterised by mutuality is, insofar, in place between us and the Buyer in respect of our rights.
10. Incoming goods inspection, notification of defects
10.1 The object of purchase is to be inspected immediately upon arrival at the place of destination, including if samples are sent. The object of purchase is to be treated with the diligence of a prudent businessman.
10.2 The condition of the object of purchase shall be deemed authorised if we do not immediately receive written notification of defects. This means
- in the case of obvious variations in the delivery, from the order in respect of quality/type or quantity within five workdays following arrival of the object of purchase at the Buyer's enterprise,
- in the case of defects or irregularities that can be determined by way of a superficial review or basic check prior to processing, at the latest however within ten days following receipt of the object of purchase and
- in the case of hidden defects, not within 12 months following arrival of the object of purchase at the Buyer's enterprise.
- Any liability shall be excluded following use or processing of the supplied object of purchase.
10.3 If the Buyer is an entrepreneur, we shall initially provide a guarantee for defects in the object of purchase at the Buyer's discretion by way of subsequent improvement or replacement delivery (subsequent performance). If the subsequent performance fails, as a matter of principle the Buyer may, at its discretion, request a reduction in the remuneration (abatement) or rescission of the contract (withdrawal). However the Buyer shall not be entitled to withdraw in the case of merely a minor breach of contract, in particular in the case of merely insignificant defects.
10.4 Warranty claims shall fall under the statute of limitations within one year following delivery. In the event of subsequent improvement regarding defects in the supplied object of purchase, a one-year guarantee shall also apply to the subsequent improvement services for which these conditions apply accordingly. The period of limitations for other parts of the supplied object of purchase not affected by the subsequent improvement shall not be extended by the subsequent improvement.
10.5 We do not provide any guarantees for the Buyer in a legal sense. This does not affect manufacturers' guarantees.
11. Variations: quantity, measurement and weight tolerances
Variations between the ordered and the supplied object of sale shall be determined following delivery of the order or the part of the order that is the subject matter of the same delivery time and which refers to a single quality and a single format. In this respect, the tolerances that are valid in the sector apply in accordance with Article 12 et seq. of the General Terms and Conditions of Sale of the Paper and Cardboard Manufacturers of the European Association of Pulp, Paper and Cardboard Industry (status 1991) CEPAC.
12. Limitations of liability
12.1 Claims for damages of any kind, including insofar as such claims are associated with the Buyer's claims based on defects, are excluded. This limitation on liability does not apply if we or our vicarious agents have acted intentionally or gross negligently, if the damage entails foreseeable damage resulting from the violation of key contractual obligations by us or our vicarious agents or the loss of life, physical injury or detrimental effects on health that are based on violation of an obligation attributable to us.
12.2 All the Buyer's claims for damages regarding a defect shall fall under the statute of limitations at the latest one year following delivery of the object of purchase if the statutory limitation period is not shorter. This does not apply if we can be accused of intent or gross negligence or in the event of loss of life, physical injury or detrimental effects on health of the contracting party that are attributable to us.
13. Place of performance and place of jurisdiction
13.1 The place of the supplier's works is deemed the place of performance for the delivery. Glückstadt is deemed the place of performance for the payment. If the Buyer is a merchant, legal person under public law or special federal funds, Glückstadt shall be deemed the exclusive place of jurisdiction for all disputes resulting directly or indirectly from the contractual relationship. However, in addition we are entitled to choose the place at which the Buyer has its registered office as the place of jurisdiction.
13.2 The law of the Federal Republic of Germany shall apply exclusively. Application of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
14. Incorporation of the general terms and conditions of sale of the European Association of Pulp, Paper and Cardboard Industry
The general terms and conditions of sale of the paper and cardboard manufacturers of the EU, issued by the European Association of the Pulp, Paper and Cardboard Industry (status 1991), CEPAC, apply in the absence of provisions to the contrary.
15. Safeguarding clause
In the event that a provision is or becomes wholly or partially void or legally invalid for whichever reason, this shall not affect the validity of the other agreements. Insofar as the contract or these General Terms and Conditions of Business contain omissions, to fill such omissions legally valid provisions shall be deemed agreed upon that the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Business had they been aware of the omission in the provisions.
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