General terms and conditions
I. General – Scope of application
- The following delivery and payment conditions apply exclusively to the whole business relationship with our customers and also apply to all future business with the purchaser. Terms or conditions of the buyer that deviate from or supplement the same, insofar as we have not expressly acknowledged them, shall not be binding for us, even if we do not expressly contest them or carry out the delivery without protest while aware of opposing conditions by the buyer.
- These conditions apply only to companies, legal entities governed by public law and special trusts under public law.
- Our travelling salespeople, representatives and agents do not have any power of attorney. Agreements made with them only become binding after we provide written confirmation.
- Our quotes are always non-binding, unless otherwise stipulated in the order confirmation.
- Delivery times are only approximate, unless Siepe confirms delivery times in writing.
- The price indications are based on the conditions on the date of the quotation. Sales prices are only fixed once Siepe confirms them in writing.
- The dimensions, weights, images, descriptions and other information contained in our catalogues, brochures, price lists and preliminary estimates are only a guideline and only become contractually binding if we expressly confirm them in writing. Specimens and samples are approximate indications of quality, dimensions and colour.
- Orders are not accepted until they have been confirmed by us in writing. If an order confirmation is not issued, our delivery specification, delivery slip or invoice shall apply in its place. Oral agreements require our written confirmation. The buyer is bound to this order for one month.
- In exceptional cases, the purchaser’s requests for the subsequent alteration or cancellation of the order may be considered, provided that the production, cutting, processing or ordering of the necessary materials has not yet begun.
- Indications of quality and durability are only guaranteed if they are expressly stipulated as such. The same applies to any assumption of the procurement risk.
- Siepe’s written order confirmation determines the nature and scope of the service. Siepe is entitled to make partial deliveries, provided that this is acceptable to the buyer.
- Our prices apply ex works, excluding packaging, customs, insurance, shipping and VAT, without deductions.
- If cost reductions or increases occur after the conclusion of the contract, in particular due to salary increases or alterations, or changes to material prices, we reserve the right to make an appropriate price adjustment. The change in cost will be broken down for the buyer upon request.
- Our prices are exclusive of VAT, which is stated separately in invoices. The VAT amount is based on the statutory tax rate on the date of delivery.
- We also reserve the right to revise prices in a reasonable way in such cases where the item covered by the contract has been technically improved compared to the original on the date on which the contract was signed.
- Unless otherwise agreed, invoice amounts shall be payable within 14 days of the invoice date, free of charge and without any reduction.
- Interest shall be charged for late payment in the amount of 8% above the standard interest rate (Section 247 of the BGB). We reserve the right to furnish evidence of damage caused by delay. Unless otherwise arranged, incoming payments by the customer shall be settled against amounts payable in the order in which they arise.
- There is no obligation to accept bills of exchange. If bills of exchange are accepted, the corresponding claim is not considered to have been deferred. Any cost incurred due to the exchange payment shall be borne by the buyer. Siepe reserves the right to assert the claim underpinning the bill of exchange at any time against return of the bill of exchange.
- Once a reasonable grace period has expired without payment, Siepe is entitled to carry out outstanding services only against payment in advance or upon receipt of a deposit, if the buyer is behind schedule with the agreed payment targets or if circumstances are shown to exist that, when applying the usual standards used by banks, raise doubts about the buyer’s solvency. Moreover, we are entitled to set our outstanding claims due and to demand the placing of securities regardless of the period of validity of any bill of exchange. This also applies to deferred receivables.
- The buyer can only offset those claims or use those claims to withhold payment which are undisputed as per correspondence or which are legally established.
- Any guarantee and warranty deposits of the buyer that have been claimed in advance are excluded.
- Employees, travelling salespeople and representatives of our firm have no power of collection, except per our express written order.
VI. Delivery times and delay of delivery
- Delivery times are only approximate if they have not been expressly declared as binding in writing. They begin when we send our order confirmation, but not before all questions relating to the execution of the order have been clarified or the buyer has made the down payment, if this has been agreed. In cases of us supplying the buyer upon advance payment, the stated delivery period commences on the day we are credited with the advance payment amount. Any subsequent changes required by the buyer shall thus interrupt the deadlines. Once both parties have agreed to the desired change, the period shall begin anew.
- Our grace period, to be set by the buyer, shall be at least a month.
- We are entitled to extend the time for delivery and the service for a time equal to the duration of the hindrance plus an appropriate time period for resuming the work in case of delays to deliveries and services due to events with causes beyond our control. This also applies in cases where such events take place with our suppliers or during an already ongoing delay. If the hindrance lasts longer than three months, the buyer and Siepe shall be entitled to withdraw from the contract with regard to the as yet unfulfilled part. The start and end of the hindrance will be communicated promptly to the buyer.
- If the buyer is in default with payments for previous deliveries in the course of our current business relationship, we are entitled to refrain from providing further services until any outstanding payment is settled.
- If the customer delays acceptance or otherwise culpably breaches duties of cooperation, Siepe will be entitled to demand that the loss we incur to this extent, including any additional expenses, be refunded. Any further legal claims remain unaffected.
VII. Packaging and shipping
- Items are packaged according to the standard industry criteria, at our discretion. The packaging is calculated at the cost price and is not taken back.
- We endeavour to choose what we believe to be the best possible shipping route, unless a specific shipping method has been agreed. Should additional costs arise due to a shipping method stipulated by the Buyer, the Buyer must bear these costs.
- Our deliveries are ex works, excluding packaging. The costs of packaging and the delivery of our items ex works to the place of delivery are borne by the Buyer.
VIII. Transfer of risk
- The risk passes to the Buyer as soon as the goods leave our factory or warehouse. This also applies if we have undertaken to perform additional services such as loading, transportation or unloading. If the service is delayed as a result of circumstances for which the Buyer is responsible, the price risk passes to the buyer on the day on which readiness for delivery is announced. In this case, we are entitled to store the goods at the Buyer’s expense and risk, and to charge them as delivered ex works. At the Buyer’s request and cost, we insure the respective consignment against theft, breakage and damage due to transportation, fire or water.
IX. Warranty, Buyer’s obligations, reimbursement of expenses
- Warranty claims by the Buyer presuppose that he has duly fulfilled his statutory duties of inspection and complaint. In the case that the goods are obviously defective or incomplete, complaints are to be submitted to us within two weeks of the arrival of the goods at their destination. This should be done in writing, with a precise description of the defect and the bill number. Documents, samples, packing slips and/or defective goods are to be returned to us upon our request. Claims by the Buyer due to the flaws or incompleteness of the items are excluded if he does not fulfil this obligation.
- If the goods are defective, we can, at our discretion, rectify the defect within a reasonable time frame or provide a replacement that is free of defects. Only if such attempts have failed repeatedly or been unacceptable and if the complaint does not simply concern inconsequential defects, the Buyer is entitled to withdraw or receive a reduction, in accordance with the statutory provisions. Section 478 BGB remains unaffected. The Buyer shall be entitled to claim for compensation in accordance with Clause IX.4.
- Advertising statements by the Buyer for its customers or in its advertising matter that have not been previously authorised by us cannot be used to substantiate fault claims against us.
- Under the Product Liability Act, we are fully liable in cases where warranty or procurement risks have been expressly assumed or where duties and obligations have been grossly neglected or violated with intent. We assume liability for property damage and financial damage caused by minor negligence only in cases of breach of significant contractual obligations (cardinal obligations), limited to the damage foreseeable at the point in time when the contract was concluded and typical of the contract.
- Further claims to compensation for damages of any kind resulting from the improper handling, alteration, assembly and/or operation of the supplied items or from incorrect guidance or instructions provided by the Buyer are excluded unless we are responsible for them. This applies in particular if repair work has not been carried out by Siepe. We are not liable for defects resulting from the behaviour of the material during the processing of the material submitted. If parts sent become unusable during the processing as a result of material defects or other defects, the processing costs incurred by the supplier must be reimbursed.
- If the Buyer is entitled to demand compensation instead of performance or is entitled to withdraw from the contract, he shall be obliged to declare at our request within a reasonable period of time whether and how he intends to make use of these rights. In the event that he does not declare in due time or if he insists on the service being rendered, he is entitled to exercise these rights only after expiry without satisfactory result of a further reasonable extended deadline.
- Claims based on defects shall become time-barred after twelve months from the transfer of risk. This also applies to other defects of title. In cases of wilful breach of duty, claims of actionable tort, absence of guaranteed characteristics, acceptance of procurement risk or personal injury, the statutory periods of limitation shall apply. If the service is intended for a building and has caused a defect to it, the warranty period is five years. Sections 438 Par. 3, 479 and 634 a Par. 3 BGB remain unaffected.
- If the buyer sends us the delivered items or parts thereof for the rectification of defects and if we discover that the notice of defects is not valid and warranty claims do not apply, we will request that the Buyer collect the delivery item within six weeks after receipt of the notice, or to notify us in writing that the delivered item is to be returned and repaired. We would advise the Buyer that if we receive no written notification from him within this period, we are entitled to scrap the delivery item at his expense. The dispatch and repair of the delivery item shall be performed at the Buyer’s expense in the case of invalid notification of defects.
- Any further liability for compensation, beyond that specified in Clause IX, shall also be excluded, irrespective of the legal nature of the claim made.
- The above limitations of liability shall also, in their reason and amount, apply in favour of our legal representatives, employees and other vicarious agents.
X. Retention of title
- We reserve the title to all goods delivered until the Buyer has completely fulfilled all present and future obligations arising from his business relations with us. This also applies where payments are made on specially designated claims. With open accounts, the reserved goods will be regarded as security for our balance claim.
- Processing and conversion of the reserved goods shall be done on our behalf as manufacturer within the meaning of Section 950 BGB, without putting us under any obligation. The processed or converted goods shall apply as goods subject to reservation within the meaning of these conditions. If the retained goods are processed or irreversibly combined or associated with other items that do not belong to us, then we acquire co-ownership on the new item in relation to the value of the retained goods’ invoice value to the other processed mixed goods at the time of processing or combination/association. If the retained goods are processed or irreversibly combined or associated with other objects that do not belong to us, and if the resulting item is deemed to be a principal thing, the buyer shall assign co-ownership thereof to us, provided that the principal thing is the property of the Buyer. The Buyer shall safeguard the resulting ownership for us free of charge.
- The Buyer is entitled to resell, further process or remodel goods subject to retention of title in the ordinary course of business until revocation on our part, which is admissible at any time and without any particular reason. Resale within this meaning also applies to the installation in soil or in systems attached to buildings or the utilisation for fulfilment of other contracts. In the event of such a resale, the Buyer shall assign to us his purchase price claims against his purchasers resulting from such a sale. If the goods on retention are sold with other products not sold by us, such assignment will only apply up to the commensurate value stated in our invoice for the particular reserved goods sold. In the case of any resale of goods in which we have acquired co-ownership rights as per Clause X.2, the assignment of the claim is in the amount of this co-ownership. The assigned claims serve as security to the same extent as the goods subject to retention of title. If an assigned receivable is included in a current account, the Buyer immediately assigns to us that part of the balance which is equivalent to the amount of such receivable. The Buyer is allowed collect claims from the re-sale until revocation on our part, which is admissible at any time and without any particular reason. At our request, the Buyer is obliged to notify his purchasers of advance assignment to us – provided that we do not do so ourselves – and to provide us with any necessary information or documentation required for the assertion of any such debt claim.
- If the value of the security interests existing for us exceeds our claim by more than 10 % in total, we shall, upon request by the Buyer, release some of the securities as we see fit.
- The Buyer is not entitled to dispose in any other way of the reserved goods (pledges or security surrenders) or to make other assignments of the claims specified in Clause X.3. In the event of seizures or confiscation of the reserved goods, the Buyer is to give notification of our ownership and must inform us of such occurrences without undue delay.
- If the Buyer is in default of payment or if our claims are at risk due to a deterioration of the Buyer’s creditworthiness, we are entitled to take back the reserved goods after a grace period set by us has expired without satisfactory effect, if we have not withdrawn from the contract. We are then also entitled to freely sell the reserved goods or to have them auctioned off. The Buyer is liable for our deficit claim.
- For as long as we retain the title to our deliveries, the Buyer must adequately insure the products supplied to him against loss by theft, fire, flooding and similar occurrences, and to prove that such insurance has been secured on request.
- The Buyer shall be obliged, during the retention of title period, to keep the contractual object in proper condition and have all necessary repairs – except in case of emergency – implemented by us without delay and at his own expense.
- Illustrations, sketches, software and other documents must not otherwise be used or made accessible to third parties without our consent. They must be surrendered immediately upon request.
XII. Place of jurisdiction, choice of law and place of fulfilment
- The place of jurisdiction for all legal disputes, including any action relating to payment of bills of exchange, documentation or cheques, is the registered office of Siepe GmbH & Co KG with which the contract was concluded. Arnsberg is the place of jurisdiction for Siepe GmbH & Co KG and Siepe Verwaltungs GmbH. However, we are entitled to file an action against the Buyer at their general place of jurisdiction or a special place of jurisdiction.
- The contract is subject to the national law of the Federal Republic of Germany, to the exclusion of UN Sales Law.
- The place of fulfilment is the site of the supplying factory. The place of fulfilment for the Buyer’s duty of payment is Hallenberg.