Legal issues

General Terms and Conditions of Business

Stadtfeld Elektrotechnische Fabrik GmbH & Co. KG
General Terms and Conditions of Business

1. Scope of Application

These General Terms and Conditions of Business apply only to businesses. By placing an order the Customer agrees to accept and be bound by our Terms and Conditions of Business (aka Sales and Delivery Conditions). By placing an order the customer agrees that our Terms and Conditions of Business shall also apply for all future business transactions. Unless otherwise agreed in writing, none of the Customer’s own Terms and Conditions of Business that diverge from these Terms and Conditions of Business or from any other applicable laws shall form part of the Contract.

2. Conclusion of Contract

a) We reserve the right to accept the Customer’s Offer of Contract which is implied only through the placing of an Order within a period of two weeks either expressly or tacitly, for example by fulfilling the Order. Should we make an Offer of Contract under exceptional circumstances then we shall agree to be bound by it for one week as of the Issue Date.

b) Any Conclusion of Contract is subject to the proviso that we ourselves take delivery of all relevant items in good order and in good time such that we shall not be held liable in the event of Non-Performance of the Contract resulting, for example, from the non-performance of a congruent covering or hedging transaction by a third party. In such cases the Customer shall be informed of the non-availability of the item in question and any payments already made shall be reimbursed in full and without delay.

3. Prices

Unless expressly indicated, all of our stated Prices are non-binding, net ex works, and cover all items named in the Offer in the stated quantities and are subject to additional packaging and transport costs as well as VAT, which is currently 19 %.

4. Payments

a) Unless otherwise agreed, the Net Payment is due within 30 days of Invoice Delivery. Payments made within 14 days of Invoice Delivery are subject to a 2 % discount. Net cash Payment for Work Orders is due within 10 days of Invoice Delivery.

The Customer shall be deemed to be in arrears once the Payment Period has elapsed. The statutory remedies for arrears shall apply without limitation.

b) The Customer shall only have a right to offset Due Payments if their Counter Demands are not contested or have been legally proven.

5. Third-Party Rights

a) With respect to Bespoke Orders based on Customer specifications, the Customer assures and asserts that they own the relevant copyright and other industrial property rights or that they have obtained the necessary permissions from the proprietors of these. The customer hereby indemnifies us from all possible claims by third parties arising from violations of any such property rights.

b) We shall retain the property rights in all Quotations, Drawings, Templates, Films etc., produced by us for Order Fulfilment purposes, even in the event that the cost of production is included in the Price. The same shall apply for all industrial property rights associated with these items. We reserve the right to destroy any such items after Order Fulfilment. Should the Customer have received any such materials from us, including copies, then they hereby agree to return them to us after Order Fulfilment without delay upon demand. The Customer does not have the right to forward or transfer any such materials to third parties without our express agreement in writing.

6. Transfer of Risk/Shipping

a) The Risk of Accidental Destruction and/or Degradation of the Goods shall be transferred to the Customer as soon as the Goods are collected by the Customer, or handed over to the Haulier or Shipping Company or any other person or company commissioned with the delivery of the Goods.

b) We reserve the right to dispatch Goods for delivery to the Customer. The Shipping Costs for Orders up to and including a total of 1000 euro shall be borne by the Customer. Orders exceeding this amount shall be shipped free of charge. Any bespoke arrangements agreed on an individual basis shall take precedence.

7. Delivery

a) Unless expressly agreed in writing, all stated Delivery Times are indicative only. In this case too the information indicated relates exclusively to the Shipping Date.

b) We reserve the right to withdraw partially or completely from the Contracted Delivery Obligation in reaction to events of force majeure, such as operational interruptions or material procurement issues for which we are not liable, in accordance with the prevailing exigencies. In such cases the Customer shall be informed without delay.
c) In the case of lamp holders we reserve the right to exceed the Order Volume by up to 15 %, provided that this is the result of a non-requested over-delivery on the part of our suppliers occurring for technical reasons.

8. Retention of Title

a) We shall retain the title in all Goods supplied until such times as the Purchase Price has been settled in full and/or until all outstanding payments arising from all current business transactions between us and the Customer have been settled in full. In the ordinary course of business, the Customer shall have the right to resell the Goods on the proviso that they either receive payment for them or else retain the title in all Goods supplied until such times as the Purchase Price has been settled in full.

b) The Customer hereby assigns to us in advance all Third-party Debt for the Resold Goods to the value of the Invoice Sum. We hereby accept the Assignment and give our revocable permission for the Customer to continue to recover the Outstanding Debt. We reserve the right to revoke this arrangement and to recover the Outstanding Debt in the event of Late Payment or other Breaches of Contract. In this case, the Customer shall provide us with all relevant information and documentation necessary for the successful recovery of the Outstanding Debt and shall also inform the third party in question that the recovery of the Outstanding Debt has been assigned to us.

c) Delivered Goods must be handled with care. Any tampering with the Goods by third-parties, as well as their destruction or damages must be notified to us in writing without delay.

d) Any processing, remodelling or mixing of the Supplied Goods by the Customer shall be deemed to have been done on our behalf. Should these actions in conjunction with a third-party object or substance result in a New Product, then we shall automatically become Joint Proprietors of the relevant property rights in proportion to the fraction our Goods included in the New Product. The foregoing provisions relating to Retention of Title shall apply pro rata as applicable to the New Product. In the event that a New Product is created that is alien to us then the Customer shall transfer a pro rata share in the property rights to us. The Customer shall safeguard our Goods on our behalf.

e) We shall automatically release any collateral owing to us to the extent that its value exceeds the Claims to be secured by over 20 %. Any such release applies first and foremost to the oldest Security Interests, whose total comes nearest to the Release Threshold.

9. Warranty

a) All recognisable damages must be reported to us within 14 days of taking receipt of the Goods. Failure to do so will invalidate all Warranty Claims. The timely transmission of the complaint within the specified grace period is sufficient for compliance. Warranty Claims made after the Goods have been taken into service shall not be recognised.

b) We reserve the right to fulfil our Warrant Obligations by repairing the damaged Goods or else by replacing them free of charge within a reasonable grace period (Supplementary Performance). In case of a Supplementary Performance failure on our part the Customer shall have the right to reduce the scope or withdraw completely from the Contract. Contract Withdrawal in response to minor defects or Breaches of Contract is excluded.

c) Should the Customer opt for Contract Withdrawal in response to a Supplementary Performance failure on our part in relation to Defective Goods, then this shall invalidate any subsequent Warranty Claim for the same defects. Should the Customer opt for Compensation then the Goods shall remain with the Customer provided that this is acceptable. The Compensation Amount is limited to the difference between the Purchase Price and the Value of the Damaged Goods. Any Claims raised outside of the Warranty shall remain unaffected by this provision.

d) We undertake to warranty the Goods for a period of one year as of the Delivery Date in accordance with the foregoing provisions. The curtailment of the warranty period shall not apply in the event of wilful intent or malice.

e) We do not provide any guarantees in relation to the material properties or durability of the Goods unless specifically agreed in writing.

10. Liability

a) Our liability for simple negligent infringements of Minor Contractual Obligations is excluded. Furthermore, our liability in the case of simple negligent infringements is limited to damages and defects foreseeable at the time of Contract Completion depending upon the type of Goods in question.

b) Notwithstanding the foregoing provisions, all claims arising from statutory provisions, especially pursuant to the German Product Liability Act as well as physical injury, impaired health or loss of life as well as in all other cases not expressly excluded shall remain unaffected and shall be applicable without limitation.

11. Final Provisions

a) This contract is subject to the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

b) The Place of Performance and the exclusive Place of Jurisdiction for delivery and payment is Wipperfürth. We reserve the right to take legal action against the Customer at their own general Place of Jurisdiction.

c) Should individual provisions of the Contract with the Customer prove to be or become partially or wholly invalid, or should the Contract include inadvertent loopholes, then the remaining provisions shall remain in force without limitation. In place of the invalid or impracticable provision or for the purpose of closing the loophole, an appropriate provision shall apply that approximates as closely as legally possible the intended commercial purpose of the provision in question.

Last updated: March 2007