Terms and Conditions
Terms and Conditions of Purchasing and Delivery of Johannes Steiner GmbH & Co KG
All business transactions between the
supplier and Johannes Steiner GmbH & Co KG shall be exclusively
governed by the following terms and conditions. Any conflicting terms
and conditions in the supplier's order confirmation are only valid if
they have been confirmed by us in writing. A lack of response does not
II. Contract conclusion
The acceptance of
this order must be confirmed in writing immediately. The contract is
only concluded after the declaration of acceptance has been received and
is in agreement with our order. This also applies if we do not make any
objections in spite of a lack of agreement with the order. A lack of
response does not imply consent.
Any drawings, models, samples
or other documents that we have submitted must be returned to us, with
notification, on delivery at the latest. Parts supplied to us shall not
be sent to other companies as goods or samples.
Unless expressly agreed otherwise, all prices are understood as fixed and include packaging and free delivery to our works.
V. Delivery period
The delivery periods we
specify in the purchase order are binding. We are not obliged to grant a
grace period should this period be exceeded.
VI. Duty to communicate
The mutually agreed
delivery deadline must be observed. You must notify us immediately
should you foresee any difficulties in production or material
procurement or if there are any circumstances outside your sphere of
influence that could prevent timely delivery in the specified quality.
Goods must be shipped by lorry,
rail or post, whichever is the cheapest, and with two delivery notes.
Any expenses arising due to an incorrect or inaccurate declaration are
to be paid by the vendor. Our shipping requirements must be strictly
followed. All consignments are shipped on account.
or smaller than the amount ordered are permitted up to max. 5%. For
surplus deliveries above this limit, we reserve the right to change the
due date of the invoice or to return the surplus goods.
Two copies of the invoice are to be sent immediately after delivery.
If not expressly agreed otherwise, the terms of payment are as follows:
3% discount will be applied to invoices dated from 1st to 15th of the
month that are paid on the 31st of the current month and to invoices
dated from 16th to 31st that are paid on the 15th of the following
month; otherwise 60 days net.
X. Notice of defects
We reserve the right to
submit a notice of defects until the delivered goods have been
completely utilised or processed and also after utilisation by our
customers. The supplier waives the right to object on the basis of an
Any processing costs arising from delayed
identification of material faults must be reimbursed to us by the
vendor. The correction of faults as well as replacement deliveries must
be performed free of all costs at the place of use.
XI. Place of Performance and Court of Jurisdiction
Place of Performance and the Court of Jurisdiction for all claims
arising from business dealings is Wehingen. The Court of Jurisdiction
for all legal disputes relating to delivery transactions and the
processing of bills of exchange and checks is the local court of
Spaichingen or the regional court in Rottweil.
XII. German Law
In all other matters German
law shall apply. Unless not stated otherwise by the above terms and
conditions, statutory regulations apply. The above terms and conditions
do not prejudice our statutory rights.
Our Order Number or Article Number must be stated on all correspondence and forms (delivery note, invoice, order confirmation).
XIV. Severability clause
Should any of the
individual provisions of this contract prove invalid now or in future,
this shall not affect the validity of the remaining provisions. The
parties are obliged to replace the invalid provision by a valid
provision which comes as close as possible to the intended purpose of
the invalid provision.
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
I. General provisions
1. The terms and conditions
herein will exclusively prevail for all offers, deliveries and services
rendered by Johannes Steiner GmbH & Co KG (hereinafter referred to
as the “Supplier”), unlessotherwise specifically agreed upon in writing.
Any possible purchase prescriptions by the Ordering Party that may
differ, diverge or depart fromthe Supplier’s terms and conditions and
from any ultimately unrestricted legal or statutory policies and
procedures compliant to German law, are hereby rejected and remain
unacknowledged by the Supplier, irrespective of whether the Supplier
makes any further specific objections to said differences, divergences
or departures, or not.
3. Should any one of the single or individual
provisions herein ever be held as invalid, our general terms and
conditions of sale and delivery will anyway be held binding for each and
every remainingprovision. The contracting parties are hereby committed
to replacing said invalid provision with another equivalent,
economically viable stipulation.
4. Furthermore, German law shall
apply at all times. The validity of the Uniform Law of International
Sales of goods and chattels is thus hereby barred.
II. Specifications subject to change
offers, prices and miscellaneous statements and information are subject
to change, unless other agreements are specifically stipulated
accordingly. All data and documentation related to an offer such as
figures, drawings, samples, weight and dimension specifications will be
deemed as being binding only to an approximate extent, unless they are
expressly stated as being binding. The Supplier shall duly retain title
to and copyrights in any quote and cost estimates, drawings and overall
documentations as issued, which cannot be made available to third
parties. Any statement and/or information in offers and/or order
confirmations issued by the Supplier occurring and/or attributable to
obvious errors, in particular to evident typing and/or calculation
errors, cannot be held as binding for the Supplier. An evidently intentional explication provided thereto will in fact be held as binding
III. Scope of delivery
1. For the scope of
delivery, the Supplier’s written order confirmation will be held as
binding. Collateral arrangements, modifications and amendments will be
deemed as being valid only if confirmed in writing by the Supplier.
The Supplier’s right to any constructional or dimensional changes owing
to technological improvements and/or legal and statutory requirements
is hereby reserved for the overall delivery period, provided that the
delivery item is not modified or changed substantially and/or said
changes are reasonable for the Ordering Party.
IV. Price and payment
1. Price computation is effected based on the prices held as valid on the day of delivery.
In the absence of any specific agreements, the prices are to be held
valid ex works, i.e. packing, freight and insurance of goods in transit
all excluded. The prices are additionally subject to value added tax or
to a comparable tax charge as applicable in the country in which the
performance is taxable under applicable sales taxes.
Payment by way of bill(s) of exchange is subject to specific and/or
special stipulations and relative bank discount and exchange expenses
are to be charged to the ordering party’s account, whereupon they shall
become payable immediately upon occurrence of the charge.
when otherwise stipulated, all payments will be due 10 days after
delivery. The interest rate on arrears will amount to 10% per annum on
top of the European Central Bank’s prime lending rate.
withholding of payments or the offsetting of any payments against
possible counterclaims by the ordering party that have been disputed by
the Supplier, is strictly not admissible.
6. The application of limit-range prices will be deemed as being valid exclusively for and limited to the relevant order.
For deliveries subject to the stipulation of “free delivered” freight
terms, only the plain, one-way transportation costs up to the receiving
station are covered. Any additional costs occurring due to express,
dispatch goods or similar will be charged to the Ordering Party.
V. Delivery lead times
1. Delivery dates and
delivery deadlines will be held as binding only if they have been
expressed as being binding, in writing. The ordering party is entitled
to claim for time delay losses or indemnities for losses suffered in
lieu of performance subsequent to unsuccessful performance of a binding
delivery date or a binding delivery deadline, in the event of deliberate
intent or gross negligence attributable to the Supplier, or in the
event of hazards involving death or serious body and health injuries.
The entitlement to claims other than claims for losses or indemnities
suffered due to nonperformance,
is hereby excluded.
deadlines shall commence upon despatch of the order confirmation, but
not before the Ordering Party has complied with providing all the
documentation, materials, objects, sanctions, licences and approvals
incumbent on them, further to complying with any possible payment
obligations and/or miscellaneous obligations, as duly required.
The delivery period shall be deemed to have been met either if the
delivery items have left the factory within the expiry of the delivery
deadline, or if notification on readiness for shipment has been duly
4. In all possible cases of force majeure or any other
unforeseeable events such as e.g. insurrections, operational
disturbances and breakdowns, strikes and lockouts, the stated delivery
deadline shall be extended accordingly. The same shall apply in the
event of delays occurring in supplies of essential materials to the
Supplier, provided that it can be proven that such occurrences did have a
significant impact on the completion or delivery of the delivery items
and that the extension cannot actually be attributable to the Supplier.
In the event of non-observance of a non-binding delivery date or
delivery deadline by the Supplier, the Ordering Party may demand in
writing that delivery is performed by the Supplier within a reasonable
grace period, provided that on their side, the Ordering Party has
fulfilled all contract obligations incumbent on them. Should said grace
period pass by without performance by the Supplier of the required
delivery, the Ordering Party is entitled to claim for time delay losses
or indemnities for losses suffered due to said non-performance only in
the event of deliberate intent or gross negligence attributable to the
Supplier, or in the event of hazards involving death or serious body and
health injuries. The entitlement to claims other than claims for losses
or indemnities suffered due to non-performance, is hereby excluded.
Should the delivery be extended at the request of the Ordering Party,
beginning as of one month subsequent to the notification given on
readiness for shipment, the Ordering Party shall be chargedwith all the
expenses arising for the storage of the ready goods and amounting to a
minimum of at
least 0.5% of the relative invoice amount, per month.
If a reasonable grace period as set by theSupplier has passed by without
retrieval of the items by the Ordering Party, the Supplier is entitled
to make other arrangements for the goods and to provide for delivery
performance to the Purchaser at a later date.
VI. Partial deliveries
The Supplier is
entitled to performing partial deliveries of the ordered items, for
which payment is required separately per the provisions of point 4 under
previous article IV herein. In the event of arrears on payment of a
partial delivery, the Supplier is entitled to discontinuing execution of
the remainder of the items on order.
VII. Transfer of risk and acceptance
1. The risk shall pass to the Ordering Party latest upon dispatch of
the ordered items, even if partial shipments are effected and/or if the
Supplier has undertaken the performance of other services such as
transportation costs, or delivery and installation. Upon the Ordering
Party’s request and at
the Ordering Party’s expense, the Supplier can
take out insurance on the ordered items to provide for coverage against
possible risks incurring due to damages, transport, fire and water.
In the event that delivery is delayed subsequent to circumstances non
attributable to the Supplier, the risk shall pass to the Ordering Party
as of the day of notification on readiness for shipment whereupon at the
Ordering Party’s request and at the Ordering Party’s expense, the
Supplier is committed to securing that the foregoing insurance on the
ordered items is extended in conformity thereof.
3. The Ordering
Party is entitled to refuse acceptance of the delivered items, only if
said delivered items present a considerable amount of deficiencies.
VIII. Reservation of proprietary rights – Retention of title
The Supplier hereby reserves each and every proprietary right and title
to the delivered goods, until the Ordering Party has met the overall
obligations arising due to current and future business transactions and
in particular, has provided settlement of all payments due per
confirmation of the current account balance.
2. However, within the scope of diligent and prudent business operations, the Ordering Party:
is hereby authorised to dispose of the delivered items as property of
the Supplier under conditional sale, unless the Ordering Party is in
payment arrears or has discontinued payments;
b) is hereby authorised
to mixing or combining the delivered items as property of the Supplier
with other parts or objects. The Supplier shall thus acquire joint title
therein, pursuant to articles 947 and 948 of the German Civil Code;
is hereby authorised to processing or transforming the delivered items
as property of the Supplier. Said processing or transforming will be
performed without any costs or expenses being charged to the Supplier in
force of the contract. In the event that the new item resulting from
the foregoing processing or transformation is of a significantly higher
value, the Supplier hereby acquires joint or co-ownership title in said
new item, for an amount proportionally
correspondent to the value of the Supplier’s delivery items.
The Ordering Party is furthermore prohibited from either pawning or
assigning the delivered items as collateral. The Ordering party is
required to notify the Supplier immediately in the event of attachments,
confiscations or other possible disposals by third parties.
the provisions of article 354a of the German Commercial Code, in case of
further disposal or resale by the Ordering Party of the delivered items
as property of the Supplier or of their reprocessing and/or remixing,
the Ordering Party as of now transfers the amount of the claims arising
in relation to their Purchaser in favour of the Supplier, up to the as
yet unpaid invoice amounts plus any further interests and expenditures
incurred by the Supplier in connection with the delivery items in
question. The Ordering Party is hereby authorised to collecting the
foregoing claim amount transferred themselves, as long as they have
diligently met and performed the overall obligations arising in relation
to the Supplier. Should the value of the goods subject to retention of
title plus the value of any further security assigned to the Supplier
exceed the claims receivable from the Purchaser by more than 20% (twenty
percent), upon the Ordering Party’s demand the Supplier is hereby
committed to the release thereof.
5. In the event of default in
payment obligations by the Ordering Party, the Supplier is hereby
entitled to rescind from the contract after the appointment of a
reasonable grace period. Subsequent to said rescission, the Ordering
Party is obliged to restitution of the delivery items in question.
IX. Liability and warranty for delivery defects
The Ordering Party is hereby committed to immediate inspection of the
delivered items. If any defects are detected, the Ordering Party is
required to notify the Supplier (and not the Supplier’s agents or
representatives) thereof directly in writing, latest within 8 (eight)
days subsequent to receipt of the delivery items at their final
destination. In the event of concealed defects, the relative
notification of defects must be sent in urgently without any delay, as
soon the defects in question are discovered. If the subject matter of
the contract are goods for which appropriate appraisal may require
longer periods of time, the corresponding contracting party is hereby
committed, subject to good reason, to provide notice on the envisaged
notification of defects within a given time, upon
which notification per contract provisions is mandatory. Such cases should moreover be reprehended in a timely manner.
2. For delivery defects, the Supplier is liable as hereunder stated, to the exclusion of any further claims and requirements:
Defective parts and items shall either be remedied or replaced at no
cost, to the Supplier’s equitable discretion and choice. If remedy is
opted for, the defective parts or items need to be forwarded to the
Supplier’s headquarters. It is not possible to provide for remedy of the
defective parts or items at the production site. In the event of
unsuccessful remedy and/or replacement the Ordering Party is hereby
entitled to reducing the purchase price proportionately or, if the claim
for defects does not involve a constructional issue, to opt for
rescission of the contract accordingly.
The Supplier must immediately
be notified without measurable delay, upon detection and determination
of defects. Upon ascertainment of defects, it is necessary to send a
sample as objective evidence thereof directly to the Supplier. Only
after verification of said sample by the Supplier can the items be
returned. All replaced items and parts remain the property of the
b. The Ordering Party’s right to make demands and claims
due to defects is subject to a limitation period of one year as of the
statutory start of limitation, unless any of the cases as provided in
articles 438 section 1 no. 2 or 634a section 1 no. 2 of the German Civil
Code were to occur, or in the event of deliberate intent.
warranty shall be provided in the event of damages, attributable to the
following circumstances: unsuitable or improper use, faulty assembly
and/or commissioning directly by the Ordering Party or by third parties,
usual or natural wear and tear, contamination or soiling, faulty or
careless treatment and operation – particularly in as far as operational
overloads are concerned – inappropriate operating materials and/or
cleaning agents, inappropriate replacement of materials,unsuitable
chemical, electrochemical or electrical influences, etc., to the extent
that any of the foregoing may not be attributable to defaults by the
d. For the execution of all the necessary remedy and/or
replacement operations per the Supplier’s equitable discretion, the
Operating Party is hereby required to grant the Supplier a reasonable
e. The Supplier cannot be held liable for defects
occurring due to construction prescriptions by the Ordering Party or due
to materials either prescribed or delivered directly by the Ordering
f. Any further or more extensive claims by the
Ordering Party, particularly for what concerns entitlement to the
compensation for damages not arising due to the delivery items, are
g. Warranty is furthermore hereby excluded in the
event of any possible defects arising due to modifications and/or
alterations and/or repair operations performed either by the Ordering
Party or by third parties without prior authorisation having been
granted by the Supplier accordingly. Likewise applies for natural wear
and tear or improper operation.
h. Liability and warranty is not
restricted by the foregoing clauses in as far as the warranted
characteristics are provided, deliberate intent or gross negligence
attributable to the Supplier and/or to the Supplier’s assistants and
liabilities involving death or serious body and health injuries whereby
article 478 section 4 of the German Civil Code is infringed, or in as
far as a faulty breach of contractual obligations occurs by the Supplier
enough to jeopardise the achievement of the
contractual purposes, liability and warranty will be restricted by the foregoing clauses.
X. Supplier’s rights to rescission
event that the Supplier becomes aware of unfavourable financial standing
by the Ordering Party after the conclusion of the contract or if the
Ordering Party were to find themselves in an unfavourable financial
standing after the conclusion of the contract, enough to jeopardise
consideration requirements by the Supplier, the Supplier is hereby
entitled to demanding the provision of security for the consideration in
question, or to rescind and terminate the contract
subject to the charging of all expenditures so far incurred.
XI. Place of performance and jurisdiction
The place of performance for delivery and payment as well as for the
provision of all additional requirements in force of liability and
warranty, is Wehingen.
2. Upon the occurrence of any disputes arising
due to the contractual relationship and whenever the Ordering Party is a
businessman, a corporate body under public laws or a special asset or
entity under public law, the Supplier is hereby authorised to file
actions or to institute court proceedings exclusively in the Court
having competent jurisdiction over the Supplier’s headquarters. The
Supplier is furthermore entitled to filing actions with the Court having
competent jurisdiction over the Ordering Party’s headquarters as well.
As to relationships with consumers, the foregoing is also applicable in
as far as subsequent to the conclusion of the Contract, the Ordering
Party has transferred its domicile or standard residence out of the
areas of application of the code of civil procedure, or in the event
that said domicile or standard residence is not disclosed at the time of
XII. Data handling and storage
The Ordering Party hereby agrees that to the purposes of contact performance, all relevant data
can be stored by the Supplier.