General Terms and Conditions SGP

Preliminary note

These terms and conditions only become effective in business dealings with third parties. They do not apply to contractual relationships with consumers in accordance with § 13 BGB. Individual contractually agreed provisions within the contractual relationship take precedence over the General Terms and Conditions. Should certain individual provisions be ineffective, the remaining provisions will remain valid.

General terms and conditions of the Buyer shall only be valid when they have been brought to the attention of the Supplier in good time and insofar as they do not conflict with the individual contract or the following provisions.

1. Order and order acceptance

(1) All orders, which are given to the Supplier by the Buyer directly or via sales representatives, require the acceptance by written order confirmation, unless it is a cash transaction.

(2) Deviations from the order of the ordered or delivered articles, in particular with regard to material and design, are expressly reserved in the context of technical progress.

2. Delivery time

(1) If a delivery time is agreed or required, the following applies:
The delivery dates quoted by the Supplier are not binding, unless they have been expressly confirmed in writing by the Supplier as a "binding delivery date".

(2) Delivery by the Supplier is subject to self-supply. The Supplier will inform the Buyer immediately if direct delivery through the Supplierdoes not take place.
If a delivery through the Supplierdoes not take place, any delivery times shall be considered as reasonably extended. A procurement risk assumed by the Supplier does not exist.

(3) Prerequisite for compliance with the delivery time is the timely fulfilment of the contractual obligations assumed by the Buyer, in particular the performance of the agreed payments and, if applicable, the provision of agreed collateral.

(4) In the event of default by the Supplier, the Buyer shall only be entitled to assert further rights if a grace period of at least three weeks set by the Buyer after the default has expired.

(5) Production-related excess or short deliveries of up to 10% of the ordered quantity are permissible.

3. Shipping

(1) If shipment of the ordered goods is required, this shall take place from the registered office of the Supplier or ex works or branch at the expense and risk of the seller. In the absence of special agreements, the Supplier is free to choose the carrier and the type of means of transport. The risk passes to the Buyer upon delivery of the goods at the place of delivery indicated by the Buyer.

(2)If the shipment is delayed due to circumstances for which the Buyer is responsible, the costs resulting from the delay (in particular storage charges) shall be borne by the Buyer.

4. Liability for defects

(1) The Buyer is obliged to inspect the delivered goods immediately after delivery and to inform the Supplier immediately in writing (at the latest two working days after delivery). Defects that were reported late, i.e. contrary to the above obligation, are not considered by the Supplier and are excluded from the warranty, unless they are non-obvious defects. Notifications of defects are only recognized by the Supplier as such if they have been notified in writing. Complaints made against field staff or transporters or other third parties do not constitute formal and timely complaints.

(2) The return of the goods to the Supplier, which is necessary in the event of a defect, can only be carried out with the Supplier’s prior consent. Returns that are made without the prior consent of the Supplier need not be accepted by the Supplier. In this case, the Buyer bears the cost of the return.

(3) In the event that a rectification of defects or replacement takes place on the basis of a legitimate complaint, the provisions regarding the delivery time apply accordingly.

(4) The existence of a defect determined as such and notified by an effective notice of defect justifies the following rights of the Buyer:

(a) In the case of a defect, the Buyer initially has the right to demand supplementary performance from the Supplier. The choice of either a new delivery of the goods or a defect removal takes place is at the Supplier's sole discretion.

(b) In addition, the Supplier has the right, in the event of failure of an additional performance attempt, to carry out a further performance, again at his own option.
Only if the repeated supplementary performance fails, the Buyer has the right to withdraw from the contract or to negotiate a reduction in the purchase price.

(5) The Buyer may demand compensation for damages or reimbursement of wasted expenses only in cases of gross negligence or intentional violation of the duty to deliver goods free of defects. The Buyermust prove the damage incurred as to the reason and amount. The same applies to the wasted expenses.

(6) The warranty period for newly manufactured goods is one year and for used, re-conditioned goods any warranty is excluded. In all cases, the Buyer must prove that the defect already existed on delivery.

(7) Minor faults that do not significantly affect the value, purpose or usability of the goods are excluded from the warranty.

5. Liability for breach of duty by the Supplier

Moreover, without prejudice to the provisions on the warranty and other special provisions made in the contract, the following applies in cases of breach of duty by the Supplier:

(1) In order to eliminate the breach of duty, the Buyer shall grant the Supplier a reasonable extension of time for supplementary performance, which shall not be less than three weeks. Only after expiration of the supplementary extension of time being unsuccessful, the Buyer can withdraw from the contract and / or demand damages.

2) The Buyer can only assert damages in cases of gross negligence or intentional breach of duty by the Supplier. The compensation for non-performance (in case of non-performance, § 280 III in conjunction with § 281 BGB) and damage caused by delay (§ 280 II in conjunction with § 286 BGB) is limited to the negative interest. Damages because of no or not as owed performance (§ 282 BGB) is limited to the amount of the purchase price. Compensation instead of performance.

(3) ) If the Buyer is solely or predominantly responsible for circumstances which would entitle him to cancel or amend the contract or if the circumstance entitled to rescind occurred during a default of acceptance of the Buyer, the cancellation is excluded.

6. Exclusion of procurement risk and guarantees

The Supplier assumes no procurement risk and no guarantees whatsoever, unless an expressly written agreement with the Buyer is concluded.

7. Prices

The price is calculated from the registered office of the Supplier, or ex works, in Euros plus applicable VAT.

8. Terms of payment

(1) All invoices of the Supplier are to be paid net. A discount deduction requires prior written agreement.

(2) In case of exceeding the terms of payment and after a reminder, default interest in the amount of 8% above the current base interest rate of the German Federal Bank is to be paid on the invoice amount.

(3) If payment by the Buyer is not credited in due time, all other existing claims of the Supplier against the Buyer shall become due and payable at this time. Otherwise existing payment terms expire. The same condition applies in the event that a claim is not paid at maturity.

(4) Any non-payment or offsetting due to any existing counterclaims of the Buyer are excluded, with the exception of undisputed or legally established claims.

(5) All claims of the Supplier against the Buyer, regardless of which legal relationship, are due for payment immediately, if according to legal provisions or contractual provisions the Supplier is entitled to resign.

9. Retention of title

(1) Any goods delivered by the Supplier remain their property until full payment of the purchase price and until full settlement of all claims resulting from the business relationship (extended retention of title)
Any form of disposal by the Buyer of the goods subject to retention of title is only permitted in the regular course of business of the Buyer. Under no circumstances may the goods be transferred to third parties as part of regular business transactions.

(2) In case of sale of the goods in regular business transactions, the paid purchase price will replace the goods. The Buyer hereby assigns all claims arising from any sale to the Suppliers. The Buyer is authorized to collect these claims as long as he meets his payment obligations towards the Supplier. In view of the extended reservation of title (advance assignment of the respective purchase price claim), an assignment to third parties, in particular to a bank, is in breach of contract and therefore inadmissible. The Supplier is entitled at any time to examine the sales documents of the Buyer and to inform the Buyer of the assignment.

(3) If the Buyer's claim from the resale has been included in a current account, the Buyer hereby assigns his claim from the current account towards his Buyer to the Supplier. The assignment is made in the amount that the Supplier had charged the Buyer for the resold reserved goods.

(4) In the case of attachment of the goods at the Buyer, the Supplier shall be informed immediately by sending a copy of the foreclosure record and an affidavit that the goods seized are the goods delivered by the Supplier and subject to retention of title.

(5) If the value of the securities according to the preceding paragraphs of this clause exceeds the amount of the outstanding claims by more than 20%, the Buyer is entitled to demand from the Supplier the release of collateral to the value of the excess.

(6) The assertion of the Supplier's rights under the retention of title shall not release the Buyer from his contractual obligations. The value of the goods at the time of return is only set off against the existing claim of the Supplier against the Buyer.

(7) In the case of processing of the reserved goods, the Supplier is entitled to (co-) ownership to the value of the reserved goods before processing or re-conditioning of the goods.

10. Right of withdrawal of the Supplier

The Supplier is entitled to withdraw from the contract for the following reasons:

(a) If, contrary to the assumption existing prior to the conclusion of the contract, it appears that the Buyer is not creditworthy. Creditworthiness can be readily concluded in cases of bills of exchange or cheque protests, suspension of payments by the Buyer or an unsuccessful attempt of foreclosure at the Buyer. It is not necessary that these are relationships between Supplier and Buyer.

(b) If it turns out that the Buyer has given inaccurate information regarding his creditworthiness and when this information is of considerable importance.

(c) ) If the goods subject to retention of title by the Supplier are sold in a different manner than in the regular course of business of the Buyer, in particular by way of security transfer or pledging. Exceptions to this will only exist if the Supplier has declared his consent to the sale in writing.

11. . Place of performance and jurisdiction

The registered office of the Supplier is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. All obligations arising from the contractual relationship shall be deemed to be at the place of business of the Supplier.

In any case, especially in the case of cross-border deliveries, the law of the Federal Republic of Germany shall apply. The ineffectiveness of an individual provision does not affect the validity of the remaining provisions. The ineffective provision is considered as replaced by an economically equivalent provision. All declarations which affect the validity of the contractual relationship must be in writing. A change of the written form requirement equally requires a written form.

SGP Spezial Rubber Products GmbH

Raiffeisenstr. 37
46244 Bottrop
Tel .: 02045 / 41416-0
Fax: 02045 / 41416-29
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