General Terms and Conditions of SATO GmbH, Tomphecke 51, 41169 Moenchengladbach:
1. Scope of deliveries and services
The written acknowledgement of order by SATO SCHNEIDSYSTEME, or in the absence of such acknowledgment of order, the written order of the ordering party shall be decisive for the scope of deliveries and services. The contract shall be exclusively subject to the General Terms and Conditions of SATO SCHNEIDSYSTEME. Any other conditions shall not become part of the contract, even if we do not reject them expressly.
Protective equipment shall be part of the delivery, insofar as it is prescribed by law or has been expressly agreed upon.
All deliveries and services shall be subject to the regulations of the Verband Deutscher Elektrotechniker (Association of German Electrical Engineering Technicians), insofar as they are relevant for the safety of deliveries or services. Deviations shall be admissible if the same safety is guaranteed in another manner.
SATO SCHNEIDSYSTEME retains absolute title and right of copyright exploitation with regard to cost estimates, drawings and other documents; their disclosure to third parties shall be subject to SATO SCHNEIDSYSTEME’s prior approval. Any drawings and other documents being part of the quotations shall be immediately returned upon request if the order is not placed with the offering party. Sentences 1 and 2 shall apply accordingly to documents of the ordering party; they can, however, be disclosed to such third parties to which SATO SCHNEIDSYTEME has rightfully assigned the performance of deliveries or services.
Prices are understood for delivery without installation or assembly, ex works, packing excluded.
Retention to title
SATO SCHNEIDSYSTEME retains title to the merchandise until all its claims against the ordering party arising from the business relationship have been met. Any prior pledging or chattel mortgage shall be forbidden, and any resale shall only be permitted to resellers in the ordinary course of business, with the reseller assigning to SATO SCHNEIDSYSTEME already now his claims against his customers arising from the sale of the object delivered to him by SATO SCHNEIDSYSTEME who hereby accepts this assignment. Any costs for interventions shall be borne by the ordering party. If the value of all security interests to which SATO SCHNEIDSYSTEME is entitled according to Sentence 1, exceeds the amounts of all secured claims by more than 50 %, SATO SCHNEIDSYSTEME shall release the exceeding part of the security interests upon the request by the ordering party.
Payments shall be made free paying office of SATO SCHNEIDSYSTEME.
The ordering party can only offset against such claims as are undisputed or have become res judicata.
Terms for deliveries and services
The written declarations by both parties shall be decisive for the term of deliveries or services. The observance of the term presupposes the timely receipt of all documents to be provided by the ordering party, of the required licenses, releases, the timely clarification and approval of all plans, the adherence to the agreed payment conditions and other obligations. Failing the fulfilment of these prerequisites in due time, the term shall be reasonably extended.
The term shall be deemed to be observed for delivery without installation or assembly if the operative consignment has been shipped or collected within the agreed delivery or performance term. Should the shipment be delayed for reasons for which the ordering party is responsible, the term shall be deemed to be observed upon advice of the readiness for shipment within the agreed term; in case of delivery with installation or assembly if these have been effected within the agreed term.
If the non-observance of the term for deliveries or services is provably due to mobilization, war, riot, strike, lock-out or the occurrence of unforeseeable obstacles, the term shall be reasonably extended.
If the term is not observed for any reasons other than those mentioned in Subsection 5.3, para 1, the ordering party can – if he proves to have suffered damage from the delay – claim compensation for delay for each full week of delay in the amount of 1/2 percent up to the total amount of 5 percent of the value of such part of the deliveries or services as cannot be properly commissioned due to the delayed completion of individual pertaining objects.
The ordering party can claim compensation for delay even if the circumstances mentioned in Subsection 5.3, para 1, occur only after the culpable exceeding of the orginally agreed term.
Claims for compensation by the ordering party exceeding the amount of 5 % mentioned in para 2 above, shall be excluded in all cases of delayed delivery, even after expiry of a period of grace granted to SATO SCHNEIDSYSTEME. This shall not apply to the liability for damage arising from injury to life, body or health due to intentional or negligent breach of duty by SATO SCHNEIDSYTEME or by statutory representatives of SATO SCHNEIDSYSTEME or by persons employed by SATO SCHNEIDSYSTEME in the performance of its obligation. This shall neither apply to the liability for any other damage due to intentional or grossly negligent breach of duty by SATO SCHNEIDSYTEME or by statutory representatives of SATO SCHNEIDSYSTEME or by persons employed by SATO SCHNEIDSYSTEME in the performance of its obligation.
The right of the ordering party to rescind the contract after the lapse of a period of grace granted to SATO SCHNEIDSYSTEME shall remain unaffected.
If the shipment or the delivery is delayed upon the request of the ordering party, storage charges in the amount of 1/2 percent of the invoice amount for each month or part thereof, beginning one month after advice of the readiness for shipment has been given, can be charged to the ordering party; the storage charges shall be limited to 5 % of the invoice amount, unless higher cost are proven to have arisen.
Passing of risk
The risk passes to the ordering party, even if freight paid delivery has been agreed upon,
upon delivery without installation or assembly, as soon as the operative consignment, is shipped or collected. Packaging shall be effected with maximum care. Shipment shall be made according to the best judgment of SATO SCHNEIDSYSTEME. Upon the request and at the expense of the ordering party, SATO SCHNEIDSYSTEME shall insure the consignment against breakage, transport and fire damage.
upon delivery with installation or assembly on the date of taking the consigment over in the ordering party’s own plant; if a test run has been agree upon, after faultless test run. This is subject to the provisio that the test run or the takeover at the ordering party’s plant, respectively, takes place immediately after the operative installation or assembly. If the ordering party does not accept the offer to make a test run or the takeover in his own plant, the risk shall pass to the ordering party for the period of delay upon expiry of 14 days after such offer has been made.
if the shipment, the collection, the delivery or the beginning or the execution of the installation or assembly is delayed upon the request of the ordering party, or due to reasons for which he is responsible, the risk shall pass to the ordering party for the period of delay; SATO SCHNEIDSYSTEME is, however, obligated to take out the requested insurance policies upon the request and at the expense of the ordering party.
Installation and assembly
Any kind of installation or assembly shall be subject to the following provisions, except as otherwise provided in writing:
The ordering party shall pay and to provide in good time:
Auxiliary personnel like handymen, and, if necessary, also bricklayers, carpenters, fitters, crane drivers, other skilled staff, including the sufficient number of tools required by them; all earth, bedding, building, mortising, scaffolding, plastering, paint or other ancillary work, including the materials needed for such work; the materials and articles needed for assembly and commissioning, like construction wood, wedges, bases, cement, plastering and sealing materials, lubricants, fuels, etc., as well as scaffolds, hoists and other facilities; power and water, including connections to the points of consumption, heating and general lighting; appropriate, dry and lockable roomes of sufficient size for the storage of machine parts, equipment, materials, tools ect. at the assembly site, and appropriate work and break rooms for the assembly staff, including sanitary facilities appropriate to the circumstances; furthermore, the ordering party shall take such measures for the protection of the property as he would take for the protection of his own property; protective clothing and equipment, which are necessary due to special circumstances at the assembly site and which are foreign to the trade of the contractor.
Before the start of the assembly work, the ordering party shall provide the necessary information on the position of concealed current lines, gas mains, water mains or similar as well as the necessary statistic data without being asked to.
Before the start of the installation or the assembly, the delivered parts which are needed for the work, must be available on site, and all bricklayer’s, carpenter’s or other preparatory work must be completed to such extent, that the installation or assembly can start immediately upon arrival of the installation or assembly staff and can be effected without interruption. Especially the access routes and the installation or assembly site must be flattened and cleared at floor level, the foundation brickwork must be set and dry, the foundation walls must be aligned and back-filled, and in case of indoor installation, the wall and ceilings must be completely plastered, and doors and windows must be put in.
If the installation, assembly or commissioning is delayed due to circumstanes, especially on the site, for which SATO SCHNEIDSYSTEME is not responsible (delay of the creditor), the ordering party shall bear to a reasonable extent the costs for the waiting time and for further necessary travels of the installation or assembly staff.
The ordering party shall confirm the working hours of the installation or assembly staff every day to the best of his knowledge. Furthermore, the ordering party undertakes to give the installation or assembly staff a written confirmation on the completion of the installation or assembly without delay.
If SATO SCHNEIDSYSTEME effects the installation or assembly against individual billing, the following provisions shall apply apart from the provisions under Section 7.1:
The ordering party shall pay to SATO SCHNEIDSYSTEME the rates for working time and supplements for excess hours, night work, work on Sundays and public holidays, for work under difficult conditions and for planning and supervision which have been agreed upon when the order was placed.
Furthermore the following costs shall be paid separately: Travelling costs, costs for the transport of tools and personal luggage; the allowance for working hours, as well as for rest days and public holidays.
The ordering party shall take delivery of all objects delivered, if even they have minor defects.
Partial deliveries shall be admitted.
Liability for defects
SATO SCHNEIDSYSTEME shall be liable as follows for defects which also includes the lack of warranted characteristics:
Such parts or services as become unusable or the usability of which is significantly impaired within 12 months – regardless of the period of operation- calculated from the date of passing of risk, due to any circumstance dating before the passing of risk, especially due to faulty construction, poor material or defective workmanship, shall at SATO SCHNEIDSYSTEME’s option be remedied or be replaced free of cost.
The ordering party shall comply with the contractual obligations incumbent on him, especially the agreed payment conditions. If a complaint is filed in respect of any defect, the ordering party has the right to withhold payments to a reasonable extent in relation to the defects discovered.
If SATO SCHNEIDSYSTEME lets pass a reasonable period of grace granted to it, without remedying the defect or replacing the defective part, the ordering party can rescind the contract or claim reduction in price.
The liability for defects does not cover wear and tear or damage occurred after risk has passed, as a consequence of improper or negligent handling, excessive use, inappropriate equipment, defective building work, unsuitable building ground and such chemical, electrochemical and electric influences as are not presupposed by the contract.
Any liability for the consequences resulting from modifications or repair work improperly carried out by the ordering party or any third party, shall be excluded.
Any further claims by the ordering party against SATO SCHNEIDSYSTEME and persons employed by SATO SCHNEIDSYSTEME in the performance of its obligations shall be excluded, especially any claims for copmensation of damage which have not occurred on the delivered object itself. In case of damage to property, this exclusion shall not cover damage caused intentionally or grossly negligently by SATO SCHNEIDSYSTEME, one of its statutory representatives or one of the persons employed by SATO SCHNEIDSYSTEME in the performance of its obligations. This exclusion shall not apply either to the liability of SATO SCHNEIDSYSTEME with regard to any damage arising from the injury to life, body or health caused by intentional or negligent breach of duty on the part of SATO SCHNEIDSYSTEME or its statutory representatives or persons employed by SATO SCHNEIDSYSTEME in the performance of its obligations.
Sections 9.1 to 9.6 shall apply mutatis mutandis to such claims asserted by the ordering party for remedy, replacement delivery or damages as have arisen due to proposals or advice made within the framework of the contract or due to any breach of contractual collateral obligations.
Other claims for damages
Any further claims for damages other than those mentioned in the present General Terms and Conditions do not exist. The exclusion shall not apply to the liability for damage due to the injury to life, body and health caused by intentional or negligent breach of duty on the part of any statutory representatives of SATO SCHNEIDSYSTEME or persons employed by SATO SCHNEIDSYSTEME in the performance of its obligations. Moreover, it shall not apply to the liability for other damage caused by intentional or negligent breach of duty on the part of SATO SCHNEIDSYSTEME or its statutory representatives or persons employed by SATO SCHNEIDSYSTEME in the performance of its obligations.
If the ordering party is a merchant who has been entered as such in the commercial register, either the headquarters or the branch of SATO SCHNEIDSYSTEME shall be – at SATO SCHNEIDSYSTEME’S option – exclusive jurisdiction, for all disputes arising directly or indirectly from the contractual relationship.
The contractual relations shall be governed by German law.
Binding nature of the contract
The contract shall remain binding, even if individual provisions are legally ineffective. This shall not apply if the compliance with the terms of the contracts would constitute an unreasonable hardship.