General Terms & Conditions

General Terms and Conditions of Business and Sale of SiGMA Spanntechnik

§ 1 Offer, Conclusion of Contract, General Contract Content, Scope of Delivery

1. Our deliveries—this also includes services, proposals, consulting and ancillary services—are made exclusively on the basis of the following terms. Conflicting terms and conditions of the purchaser are hereby rejected; they shall not be recognized even if we do not expressly object to them again after receipt. By placing the order, and at the latest upon acceptance of the delivery, the purchaser acknowledges these terms of delivery.
2. Our terms of sale apply only to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
3. Our offers are non-binding. Amendments and supplements to the contract must be made in writing. This also applies to any waiver of this written form requirement itself.
4. The purchaser’s rights under this contract may be assigned only with our consent.
5. The scope of delivery is governed by our written confirmation. We are obliged to deliver only to the extent that procurement of the necessary raw, auxiliary or operating materials in foreign exchange is possible. Any reference to DIN standards constitutes a description of performance and not a guarantee of characteristics. Drawings, illustrations, technical data, and descriptions of weight, dimensions and performance are only approximately authoritative unless expressly designated as binding in the order confirmation. We reserve title and copyrights in these documents; they may not be made available to third parties without our express consent.
6. The costs of preparing drawings for special designs shall be borne by the purchaser if, for reasons for which we are not responsible, the offer does not lead to an order.
7. All information on weights, dimensions, performance and technical data contained in our printed materials, catalogs, price lists or other contractual documents is for information purposes only and is binding only insofar as it is expressly designated as binding.
8. Assurances, collateral agreements and amendments to the contract must be in writing to be effective. This requirement cannot be waived orally.
9. Orders placed are irrevocable unless the supplier has consented in writing to their cancellation.
10. In export transactions, delivery shall be made in accordance with the conditions agreed in the order confirmation; in addition, the International Rules for the Interpretation of Trade Terms (Incoterms 2010 of the International Chamber of Commerce, as amended) shall apply.
11. No long-term supplier’s declarations will be issued.

§ 2 Prices

1. Unless otherwise agreed, our prices include loading ex works or warehouse and are subject to statutory value added tax as well as all other costs for packaging, freight and customs, and transport insurance premiums, all of which are borne by the buyer.
2. If order-related costs change significantly after conclusion of the contract, the parties are obliged to agree on an adjustment of prices. If no agreement is reached, both parties are entitled to withdraw from the contract. Further claims are excluded.

§ 3 Terms of Payment

1. Unless otherwise agreed in writing, payment shall be made net—without any deduction—to our payment office within 10 days from the invoice date, including in the case of partial deliveries.
2. The retention of payments or set-off on account of counterclaims of the purchaser disputed by us is not permitted. We are entitled, contrary to the purchaser’s designation, to apply his payments to a different claim. If the purchaser is in default with an amount of at least 10% of our total claim against him, the following shall apply: all our claims become immediately due and payable. We are entitled to make further processing of all orders dependent on advance payment or provision of security, or after setting a reasonable grace period to refuse further performance.
3. In the event of default in payment, interest will be charged at the rate of bank lending costs, but at least 9 percentage points above the respective base interest rate of the European Central Bank (ECB).
4. In export transactions, payments shall be made in accordance with the agreed payment terms.
5. Costs of payment transactions, in particular bank charges for foreign transfers to us, shall be borne by the client.

§ 4 Delivery Time

1. The commencement of the delivery period stated by us presupposes clarification of all technical questions. The delivery dates indicated by us are—unless expressly agreed or designated as binding—non-binding and represent only an anticipated delivery date.
2. Compliance with our delivery obligation further presupposes timely and proper fulfillment of the buyer’s obligations, in particular compliance with the agreed terms of payment. The defense of non-performance remains reserved. This also applies to obligations from previous deliveries that have not been fully fulfilled.
3. The delivery period begins with the dispatch of the order confirmation, but not before receipt of the documents, approvals and releases to be procured by the purchaser, etc., nor before receipt of the agreed advance payment.
4. If a binding delivery date has been agreed, the supplier must also deliver on time. The delivery period shall be deemed observed if, by its expiry, the delivery item has left the works or readiness for dispatch has been notified, subject to timely and correct self-supply. If the purchaser changes his order with regard to parts of the delivery, the delivery period shall begin anew upon confirmation of the change.
5. Force majeure, war, civil commotion, strike, lockout or measures by authorities—regardless of their cause—that impede delivery, as well as shortages of raw materials, transport means and theft—even at upstream suppliers—release the supplier from the obligation to deliver within the agreed period. The purchaser shall be informed without undue delay of the occurrence of such events and their expected effects.
6. Deliveries prior to expiry of the delivery time and in reasonable partial consignments are permitted.
7. Compliance with the delivery time presupposes fulfillment of the purchaser’s contractual obligations.
8. In the event of delay in delivery or impossibility, the provisions of Clause 5 shall apply.

§ 5 Default of Acceptance, Call-Off Orders

1. If the purchaser fails to accept the contractual item on time, we are entitled to set a reasonable grace period and, after its expiry, to dispose of the item elsewhere and to supply the purchaser with a reasonably extended period. Our rights to withdraw from the contract under Section 326 BGB and to claim damages for non-performance remain unaffected. If we claim damages for non-performance, we may demand 40% of the agreed price plus VAT as compensation, unless the purchaser proves a lower loss. We reserve the right to assert higher actual damages.
2. Orders confirmed by us on call must—unless otherwise specifically agreed—be accepted no later than within one year from the order date. The same applies in the case of postponed dates or a sustained “on-call” status. If no call-off is made within the aforementioned period, Clause 5.1 shall apply accordingly.

§ 6 Transfer of Risk and Acceptance

1. Risk shall pass to the purchaser at the latest upon dispatch of the delivery parts—even if partial deliveries are made or if we have undertaken other services such as shipping costs or delivery and installation.
2. If goods are taken back for reasons for which we are not responsible, the purchaser shall bear all risk until the goods are received by us.
3. If dispatch is delayed due to circumstances attributable to the purchaser, risk shall pass to the purchaser from the day of readiness for dispatch; however, at the purchaser’s request and expense we are obliged to procure the insurances requested by him.
4. Delivered items must be accepted by the purchaser even if they have only minor defects.

§ 7 Retention of Title

1. All goods delivered remain our property (reserved goods) until all claims to which we are entitled—particularly including balance claims—have been satisfied, regardless of their legal basis. This applies even if payments are made on specially designated claims. The purchaser is obliged to store the goods subject to retention of title separately and to mark them accordingly. We undertake, at the purchaser’s request, to release securities to which we are entitled insofar as their value exceeds the claims to be secured by more than 20%.
2. Processing and transformation of the reserved goods shall be carried out for us as manufacturer within the meaning of Section 950 BGB without obligating us. The processed goods shall be deemed reserved goods within the meaning of paragraph 1. In the event of processing, combination or commingling of the reserved goods with other goods by the purchaser, we shall acquire co-ownership in the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership is extinguished by combination or commingling, the purchaser hereby assigns to us his ownership rights in the new item in the amount of the invoice value, and shall hold the item in safe custody for us free of charge. The co-ownership rights arising hereunder shall be deemed reserved goods within the meaning of paragraph 1.
3. The purchaser may resell the reserved goods only in the ordinary course of business under his normal terms and conditions and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with paragraphs 4 and 5. He is not entitled to other dispositions (pledging, transfer by way of security) of the reserved goods.
4. The purchaser’s claims from the resale are hereby assigned to us. They serve as security to the same extent as the reserved goods themselves. Any further assignment of these claims is excluded.
5. In the sale of goods in which we have co-ownership shares pursuant to paragraph 2, the assignment of the claim shall be in the amount of the co-ownership shares or the invoice value. At our request, the purchaser is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents required for collection. The purchaser must notify us without delay of any attachment or impairment by third parties.
6. In the event of attachments, seizures or other dispositions or interventions by third parties, the buyer must notify us immediately so that we can bring an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of such an action, the buyer shall be liable for the loss incurred by us.
7. The buyer is obliged to treat the purchased goods with care; in particular, he is obliged to insure them at his own expense against fire, water and theft damage adequately at replacement value.

§ 8 Intellectual Property Rights

1. In the case of deliveries made according to drawings, models or specifications of the purchaser, the purchaser shall indemnify us against all third-party intellectual property rights. In the event of breaches of contract by the purchaser, his intellectual property rights shall not prevent us from exploiting the goods.

§ 9 Warranty

1. The purchaser’s warranty rights presuppose that he has duly complied with his duties of inspection and notification pursuant to Section 377 of the German Commercial Code (HGB).
2. Claims for defects become time-barred 12 months after delivery of the goods supplied by us to our purchaser. For claims for damages based on intent and gross negligence, as well as for injury to life, body or health resulting from an intentional or negligent breach of duty by the user, the statutory limitation periods apply. (Note: in the sale of used goods, the warranty period—except for the damage claims referred to in sentence 2—may be entirely excluded.)
3. If, despite all due care, the delivered goods have a defect that already existed at the time of transfer of risk, we shall, subject to timely notice of defects, at our discretion remedy the defect or deliver replacement goods. We must always be given the opportunity to effect subsequent performance within a reasonable period. Our consent must be obtained prior to returning any goods. Rights of recourse shall remain unaffected by the above provision.
4. If subsequent performance fails, the purchaser may—without prejudice to any claims for damages—withdraw from the contract or reduce the price.
5. Claims for defects do not exist in the case of only minor deviations from the agreed quality, only minor impairment of usability, natural wear and tear, or damage occurring after transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or special external influences that are not assumed under the contract. If improper repair work or modifications are carried out by the purchaser or third parties, there shall likewise be no claims for defects for these and the resulting consequences.
6. Claims by the purchaser for expenses necessary for subsequent performance—particularly transport, travel, labor and material costs—are excluded insofar as the expenses increase because the goods supplied by us were subsequently taken to a place other than the purchaser’s place of business, unless the relocation corresponds to their intended use.
7. Rights of recourse of the purchaser against us exist only insofar as the purchaser has not made agreements with his customer that exceed the mandatory statutory claims for defects. As to the scope of the purchaser’s right of recourse against the supplier, paragraph 6 shall apply accordingly.

§ 10 Purchaser’s Duties to Cooperate

1. Cooperative services by the purchaser that are expressly or implicitly agreed within the framework of the contract shall be rendered without special remuneration unless expressly agreed otherwise.
2. The purchaser is obliged to inform us in good time of all facts indicating that available stocks with us and products we have provided in view of the production capacities reported to us cannot be used or cannot be fully used. If residual stocks remain, the purchaser shall, in the event of premature changes to his disposition, assume the stocks and any disposal costs incurred. This also applies to products for which we had to order minimum purchase quantities from our suppliers, provided we had previously pointed this out to the customer.
3. The purchaser warrants that the products supplied by him for processing are suitable for that purpose. We are not obliged to examine the products supplied by the purchaser for their condition and suitability for further processing. In the context of ongoing business relations and where a subject of processing has initially been examined, tested and released, the purchaser is obliged to inform us in writing, without being asked, of any product change. In cases of ongoing processing of items, the purchaser is further obliged, for any change in the production conditions in his company—in particular when tools or machines are replaced or when new manufacturing processes are introduced—to examine the item to be processed by us for deviations and changes and to notify us in writing of such changes.
4. We are not obliged to verify the correctness of our purchasers’ instructions, the selection of materials or other specifications made by our purchaser.
5. The purchaser must therefore verify all instructions he issues as well as the quality of the materials prescribed or made available by him for compliance with legal and technical requirements.
6. If, after written reminder, the purchaser is in default with regard to his duties of provisioning or cooperation, we shall be entitled to the statutory rights.
7. The return of goods may in any case only be made with the express consent of the supplier. Returns must be carriage paid, stating the order number and delivery date, and in the original delivery packaging. The goods must be in their original, i.e. undamaged, condition. For the processing effort of the return we charge 20% of the value of goods, but at least €50.00 plus statutory VAT. The supplier reserves the right, upon proof in individual cases, to charge the purchaser a higher effort; the purchaser is free to prove a lower loss.

§ 11 Severability

1. Should individual provisions of these terms of delivery and payment be wholly or partially invalid or void, the contracting parties undertake to agree on a provision by which the purpose intended by the invalid or void provision is achieved to the greatest possible extent. The remaining contractual agreements shall remain in force.

§ 12 Place of Performance and Jurisdiction

1. The place of performance for payments and for all other obligations is our registered office.
2. For all disputes arising from the contractual relationship, if the purchaser is a merchant, a legal entity under public law or a special fund under public law, the action shall be brought before the court having jurisdiction over our principal place of business. We are also entitled to bring an action at the purchaser’s principal place of business.
3. All legal relations between the purchaser and us shall be governed exclusively by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).