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General Terms & Conditions

of SATO Maschinenbau GmbH & Co. KG - Status April 2024

Terms and conditions of sale, delivery and payment
§ 1 General - Scope of application

(1) Our Terms and Conditions of Sale shall apply exclusively; We shall not recognize any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale.

(2) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.

(3) Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of Section 310 (1) BGB.

§ 2 Offer - Offer documents

(1) Our offers are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period.

(2) We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. This shall also apply to such written documents which are designated as "confidential". The customer requires our express written consent before passing them on to third parties.

(3) All information, such as dimensions, weights, illustrations, descriptions, utility values, tolerances and technical data are only approximate, but determined to the best of our ability, but are non-binding for us, unless the usability for the contractually intended purpose requires exact conformity. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.

(4) We reserve the right of ownership or copyright to all offers submitted by us as well as drawings, illustrations, calculations and other documents and aids made available to the customer. The customer may not make these items accessible to third parties, disclose them, use them himself or through third parties or reproduce them without our express consent.

reproduce them. The customer undertakes to carefully store all information provided in physical or electronic form and to return it to us immediately and in full on request, without retaining copies or similar.

 

§ 3 Order confirmation

(1) Orders, agreements, assurances, etc., including those of our representatives and other employees, require our written confirmation to be legally effective. Objections to confirmations must be made in writing without delay, at the latest within one week.

(2) Our employees - with the exception of managing directors and authorized signatories - are not entitled to make any verbal agreements to the contrary.

(3) Unless expressly agreed otherwise, our sales prices valid at the time of conclusion of the contract shall apply. They shall become fixed prices if our offer is accepted immediately, but at the latest within ten days, unchanged by written order. Confirmed prices shall only apply upon complete acceptance.

(3) In the event of price and cost increases between the conclusion of the contract and the agreed delivery date, we shall be entitled to make an appropriate price adjustment if there is a period of more than four months between the conclusion of the contract and the agreed delivery date. If the prices at the time of delivery exceed the initially agreed prices by more than 10%, the customer is entitled to withdraw from the contract.

 

§ 4 Delivery

(1) Delivery is made at the customer’s expense and risk.

If free delivery has been agreed, the risk passes when the vehicle arrives at ground level at the delivery address or at the location that can reasonably be reached with the vehicle. We are entitled but not obliged to make partial deliveries; they are considered independent deliveries. We reserve the right to choose the transport route and means of transport. Delivery free to construction site or free warehouse means delivery without unloading, provided there is an access road that can be used by heavy trucks. If the delivery vehicle leaves the accessible access road at the customer's instruction, the customer is liable for any damage that occurs. Unloading must be carried out immediately and properly by the customer.

(2) The start of the delivery time specified by us requires that all technical questions have been clarified.

(3) Compliance with our delivery obligation also requires the timely and proper fulfillment of the customer's obligation. The objection of non-fulfillment of the contract remains reserved.

(4) If the customer defaults on acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for any damage we incur, including any expenses. Further claims or rights remain reserved.

(5) If the requirements of paragraph (4) are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point in time at which the customer defaults on acceptance or default.

(6) We are liable in accordance with the statutory provisions to the extent that the underlying purchase contract is a fixed-term transaction in the sense of. S.v. § 286 Para. 2 No. 4 BGB or § 376 HGB. We are also liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to claim that his interest in further fulfillment of the contract has ceased.

(7) A fixed transaction within the meaning of paragraph (6) above requires that we have confirmed the delivery date in writing with the expression “Fix”.

(8) We are also liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; Any negligence on the part of our representatives or vicarious agents is to be attributed to us. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.

(9) We are also liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is based on the culpable violation of an essential contractual obligation; In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.

(10) Further legal claims and rights of the customer remain reserved.

(11) The goods travel packaged in accordance with industry standards. We reserve the right to charge complex packaging at cost price.

(12) If we engage a suitable disposal company for disposal in accordance with the Packaging Ordinance or, from January 1, 2019, in accordance with the Packaging Act, the customer is obliged to keep the packaging material ready and hand it over to the disposal company.

(13) We only provide reusable packaging to our customers on loan. The return of the packaging unit must be reported to us in text form within 14 days of the delivery date and the packaging must be provided. If notification or provision is not made, we are entitled, after prior reminder, to charge 10% of the purchase price (but a maximum of the full purchase price) as a fee for every full week from the 21st day after the delivery date.

(14) Insurance against transport damage, transport losses or breakage is only provided at the customer's express request at his expense and for his account. Reports of damage must be made immediately upon receipt of the goods and immediately confirmed in writing in terms of type and extent. Transport damage and shortages must be identified immediately upon arrival of the shipment and documented on the delivery note. Claims arising from damages against third parties must be assigned to us upon request.

(15) We are entitled to charge surcharges for logistics and procurement costs.

(16) If we can only obtain goods ordered by the customer in a minimum quantity or fixed purchase quantity (in the case of an unchangeable packaging unit), the customer is obliged to accept and pay for the goods in the minimum or purchase quantity that can be obtained.§ 

 

§ 5 Liability for Defects

(1) We assume no liability for the suitability of the purchased item “for normal use” or for its “usual condition” within the meaning of Section 434 Paragraph 3 of the German Civil Code (BGB) in the version from January 1, 2022.”

(2) The customer's claims for defects require that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB) before processing and installing the delivered goods.

(3) If the customer discovers defects in the goods, he is obliged to provide us with the complained about goods or samples thereof for the purpose of examining the complaint and to allow us to inspect the complained about goods within a reasonable period of time. If refused, the warranty will be void. Until our inspection has been completed, the customer may not dispose of the goods in question, i.e. they may not be shared, resold or further processed.

(4) If the customer fails to check the relevant external and internal properties of the goods before installing or attaching the goods, he is acting with gross negligence within the meaning of Sections 439 Paragraph 3 and 442 Paragraph 1 S. 2 BGB. In this case, the customer's rights regarding defects in relation to these properties only come into consideration if we have fraudulently concealed the defect in question or have given a guarantee for the quality of the goods.

(5) Required within the meaning of Section 439 Paragraph 3 of the German Civil Code (BGB) are only those removal and installation costs that relate to the removal and installation or attachment of identical products, which have arisen on the basis of normal market conditions and which have been reported to us by the customer by providing us with suitable documents at least be proven in text form. The customer's right to advance payments for removal and installation costs is excluded. The customer is also not permitted to unilaterally offset claims for reimbursement of expenses for removal and installation costs against purchase price claims or other payment claims on our part without our consent. The rights of our customers in accordance with Section 8 Paragraph 6 of our General Terms and Conditions remain unaffected. Claims from the customer that go beyond the necessary removal and installation costs, in particular costs for consequential damage caused by defects such as lost profits including imputed profit surcharges, operational downtime costs or additional costs for replacement purchases, are not removal and installation costs and are therefore not within the scope of supplementary performance in accordance with Section 439 Paragraph 3 of the German Civil Code (BGB). replaceable.

(6) If supplementary performance fails, the customer is entitled, at his discretion, to demand withdrawal or a reduction in price.

(7) We are liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Unless we are accused of an intentional breach of contract, liability for damages is limited to foreseeable, typically occurring damage.

(8) We are liable in accordance with the statutory provisions if we culpably violate an essential contractual obligation; In this case too, liability for damages is limited to the foreseeable, typically occurring damage.

(9) If the customer is otherwise entitled to compensation for damage instead of performance due to a negligent breach of duty, our liability is limited to compensation for foreseeable, typically occurring damage.

(10) Liability for culpable injury to life, body or health remains unaffected; This also applies to mandatory liability under the Product Liability Act.

(11) Unless otherwise stipulated above, liability is excluded.

(12) The limitation period for claims for defects is 12 months, calculated from the transfer of risk. This does not apply to the extent that the law pursuant to Section 438 Paragraph 1 No. 2 (buildings and items for buildings), Section 438 Paragraph 3 (fraudulent concealment), Section 445 b) Paragraph 1 (right of recourse) and Section 634 a) Paragraph 1 No. 2 (construction defects) BGB prescribes longer deadlines.

(13) The limitation period in the event of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is 5 years, calculated from delivery of the defective item.

 

§ 6 Joint liability

(1) Any further liability for damages than provided for in Section 5 is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages due to negligence in concluding the contract, due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with Section 823 of the German Civil Code (BGB).

(2) The limitation according to paragraph (1) also applies if the customer demands reimbursement of useless expenses instead of a claim for compensation for damages.

(3) If liability for damages towards us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, employees, employees, representatives and vicarious agents.

§ 7 (voluntary) return of goods

(1) Regardless of the above §§ 4-6, goods delivered by us properly and without defects will only be taken back with our express consent and if they are returned freight paid.

(2) Only items that are in perfect condition upon receipt inspection at our company will be credited; This also includes undamaged, salable original packaging.

(3) Goods that were delivered more than 6 months ago cannot be returned.

(4) Goods with outer packaging sealed by the manufacturer that have been opened will not be taken back.

(5) A return is also not possible if the delivery note or Invoice number is not provided. Entering one of the numbers above is sufficient.

(6) The risk of breakage during return transport is borne by our customer.

(7) A return of custom-made products or goods specially purchased at the customer's request is excluded.

(8) Returned goods will be credited minus an appropriate cost share, which amounts to 15 percent of the value of the goods, but at least €12.50 per delivery, unless the buyer provides proof that the appropriate amount in the specific case is significantly lower; Any return costs that may arise will also be deducted, which the industry invoices us for when the work is returned.

(9) We reserve the right to dispose of goods if they have been sent to us without prior consent and a request from us to collect the goods within 14 days has remained unsuccessful.

 

§ 8 Prices – Terms of Payment

(1) Statutory VAT is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.

(2) Unless otherwise agreed, our invoices are due and payable immediately.

(3) Invoices for which we have granted a payment deadline, contrary to paragraph 2 above, are due for immediate payment if the customer defaults in whole or in part on another invoice from the business relationship.

(4) The deduction of cash discounts requires a special written agreement. If a discount is granted, the prerequisite is that all previous invoices - with the exception of invoices that are opposed by legitimate objections from our customer - have been paid by then. The net invoice amount after deduction of discounts, freight, etc. is decisive for the discount calculation.

(5) Our customer's right of retention is excluded, unless it is based on the same contractual relationship. The customer is only entitled to offsetting rights if his counterclaims have been legally established, are undisputed or have been recognized by us.

(6) Unless our order confirmation states otherwise, our prices apply “ex works” and exclude packaging, customs duties and fees or other public charges. These will be invoiced separately.

(7) Unless our order confirmation states otherwise, payment transaction costs such as fees for international transfers are borne by the customer.

 

§ 9 Retention of title

(1) We reserve ownership of the purchased item until all payments from the business relationship with the customer have been received. If there is a current account relationship with the customer, we reserve ownership of the purchased item until all payments from the existing current account relationship with the customer have been received; the reservation relates to the recognized balance. If we agree with the customer to pay the purchase price debt by check, the reservation does not expire when the check received is credited to us.

(2) The customer is obliged to treat the purchased item with care; In particular, he is obliged to adequately insure them at their new value against fire, water and theft damage at his own expense. If maintenance and inspection work is necessary, the customer must carry this out in a timely manner at his own expense.

(3) In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can file a lawsuit in accordance with Section 771 ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the customer is liable for the loss incurred by us.

(4) The customer is entitled to resell the purchased item in the ordinary course of business; However, he now assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim that arise from the resale against his customers or third parties, regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds collected, does not default on payment and, in particular, no application has been made to open composition or insolvency proceedings or payments have been suspended. However, if this is the case, we can demand that the customer inform us of the assigned claims and their debtors, provide all the information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment.

(5) The processing or transformation of the purchased item by the customer is always carried out on our behalf. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. The same applies to the item resulting from processing as to the purchased item delivered under reservation.

(6) If the purchased item is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing occurs in such a way that the customer's item is seen as the main item, it is agreed that the customer transfers proportional co-ownership to us. The customer keeps the resulting sole ownership or co-ownership for us.

(7) The customer also assigns to us the claims to secure our claims against him, which arise from the connection of the purchased item with a property against a third party.

(8) We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; We are responsible for selecting the securities to be released.

 

§ 10 Data protection

We process the contract-related data required for the implementation of the contractual relationship and for business transactions on the basis of our data protection declaration. You can access the current version of this at any time using the following link: http://www.sato.de/impressum

 

§ 11 Place of jurisdiction – place of performance

(1) If the customer is a merchant, our place of business is the place of jurisdiction; However, we are entitled to take legal action against the customer at his place of residence.

(2) The law of the Federal Republic of Germany applies.

(3) Unless the order confirmation states otherwise, our place of business is the place of performance.

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