Terms & Conditions
General Terms & Conditions of SATO Maschinenbau GmbH & Co. KG, Tomphecke 51, 41169 Moenchengladbach:
Terms of Sale-, Delivery and Payment
§ 1 General information – scope
(1) Our Terms of Sale shall apply exclusively; we shall not recognise contradictory terms and conditions of the customer or those which deviate from our Terms of Sale, unless we had explicitly agreed to their validity in writing. Our Terms of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge of contradictory terms and conditions of the customer or those which deviate from our Terms of Sale.
(2) All agreements reached between us and the customer for the purpose of implementing this contract are recorded in writing in this contract.(3) Our Terms of Sale shall only apply towards entrepreneurs within the meaning of Section 310 Para. 1 German Civil Code [Bürgerliches Gesetzbuch – BGB].
§ 2 Offer – offer documents
(1) Our offers are without obligation and non-binding insofar as they are not explicitly marked as binding or contain a certain acceptance deadline.(2) We reserve the property rights and copyrights to diagrams, drawings, calculations and other documents. This shall also apply to those written documents, which are designated as “confidential”. The customer shall require our explicit written consent before forwarding these to third parties.(3) All details, such as dimensions, weights, diagrams, descriptions, utility values, tolerances and technical data are only approximate, however determined to the best possible extent, but are non-binding for us, insofar as the usability for the purpose envisaged as per contract does not presume a precise correspondence. Customary trade deviations and deviations, which are carried out due to legal regulations or that represent technical improvements as well as the replacement of components by equivalent parts are permitted insofar as they do not impair the usability for the purpose envisaged as per contract.
(4) We reserve the property or copyright to all offers submitted by us as well as the drawings, diagrams, calculations made available to the customer as well as other documents and aids. The customer may not make these items accessible to third parties either as such or their contents, nor announce these, use or reproduce them itself or through third parties without our explicit consent. The customer undertakes to respectively store all information handed over in a physical or electronic form carefully and, upon request, to return these to us without delay and in full, without retaining copies or similar forms hereof.
§ 3 Order confirmation
(1) Orders, agreements, assurances, etc. including those of our representatives and other persons belonging to our company shall require our written confirmation in order to be legally effective. Complaints regarding confirmations are to be asserted in writing without delay, at the latest within one week.
(2) Our employees are – with the exception of managing directors and authorised signatories – not entitled to reach any deviating oral agreements.(3) Insofar as not explicitly agreed otherwise our sales prices valid at the time when the contract is concluded shall apply. They shall become fixed prices if our offer is accepted without delay, at the latest however within ten days, unchanged through a written order. Confirmed prices shall only apply with a full acceptance.
(4) In case of price and cost increases between the conclusion of the contract and the agreed delivery date we shall be entitled to make a reasonable correction to the price, insofar as 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 rescind the contract.
§ 4 Delivery
(1) The delivery shall be carried out at the account and risk of the customer.
the risk shall pass upon arrival of the vehicle in front of the delivery address at ground level or at the location that can be reasonably reached with the vehicle. We are entitled, but not obligated, to make partial deliveries, they shall be deemed independent deliveries. We reserve the right to choose the transport route and the transport means. Free delivery to building site or free delivery to warehouse means delivery without unloading on condition that the delivery road is passable by a heavy goods vehicle. If the delivery vehicle leaves the drivable access road on the instructions of the customer, the customer shall be liable for any damage occurring. Unloading must be carried out immediately and properly by the customer.(2) The start of the delivery time stated by us presumes the clarification of all technical questions.
(3) The compliance with our delivery obligation further presumes the timely and proper fulfilment of the customer’s obligation. The right is reserved to the plea of the unfulfilled contract.
(4) In case of default of acceptance by the customer or if it culpably breaches other collaboration obligations, we shall be entitled to request compensation of the damages thus suffered by us, including possible expenses. Further claims or rights shall remain reserved.
(5) Insofar as the prerequisites of Paragraph (4) exist the risk of accidental loss or accidental deterioration of the purchased object shall pass to the customer at the time at which it is in default of acceptance or as a debtor.
(6) We shall be liable according to the statutory provisions, insofar as the underlying purchase contract is a fixed deal within the meaning of Section 286 Para. 2 No. 4 BGB or of Section 376 German Commercial Code [Handelsgesetzbuch – HGB]. We shall also be liable according to the statutory provisions insofar as due to a consequence of a delay in delivery for which we are responsible the customer is entitled to assert that its interest in the further fulfilment of the contract has lapsed.
(7) A fixed deal within the meaning of the aforementioned Paragraph (6) presumes that we have confirmed the delivery date in writing with the expression “Fixed”.
(8) We shall furthermore be liable according to the statutory provisions, insofar as the delay in delivery is due to a wilful or grossly negligent breach of contract for which we are responsible; a fault of our representatives or vicarious agents that is to be attributed to us. Insofar as 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 damages.
(9) We shall also be liable according to the statutory provisions insofar as the delay in delivery, for which we are responsible, is due to the culpable breach of an essential contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damages.
(10) Further statutory claims and rights of the customer shall remain reserved.
(11) The goods shall be transported packed as customary for the industry. We reserve the right to charge elaborate packaging at cost price.
(12) Insofar as we use a suitable disposal company for disposal pursuant to the Packaging Ordinance or, from 1 January 2019, pursuant to the German Packaging Act [Verpackungsgesetz], the customer shall be obliged to keep the packaging material available and to hand it over to the disposal company.
(13) We shall only provide our customers with reusable packaging on loan. The return of the packaging unit is to be reported to us within 14 days from the delivery date in a text form and the packaging is to be made available. If no report is made or the packaging is not made available, we are entitled after a prior reminder from the 21st day after the delivery date for each full week to request 10% of the acquisition price (however as a maximum the full acquisition price) as a fee.
(14) Insurance against transport damages, transport losses or breakage shall only be carried out at the express wish of the customer, at its expense and for its account. Damages are to be reported immediately upon receipt of the goods and are to be confirmed without delay in writing according to the type and scope. Transport damages and missing quantities must be determined immediately upon arrival of the shipment and shall be documented on the delivery note. Claims from the damages against third parties are to be assigned to us upon request.
(15) We are entitled to charge surcharges for logistics and procurement costs.
(16) If we can only procure goods ordered by the customer in a minimum quantity or fixed purchase quantities (with unchangeable packaging unit) the customer shall be obliged to purchase and pay the goods in the procurable minimum respectively purchase quantity.
§ 5 Liability for defects
(1) We shall not assume any liability for a suitability of the purchased object “for the usual use” as well as for their “usual condition” within the meaning of Section 434 Para. 3 BGB in the version from 1 January 2022.”
(2) Claims due to defects of the customer presume that it has properly satisfied its responsibilities for inspection and to report a complaint before processing and installation of the delivered goods owed according to Section 377 HGB.
(3) If the customer determines defects to the it is obliged to make the goods for which a complaint is made or samples thereof available to us for the purpose of examining the complaint and to permit us to check the goods for which a complaint is made within a reasonable deadline. In case of refusal the warranty shall cease to exist. Until completion of our check the customer may not dispose over the goods for which a complaint was made, i.e. they may not be divided, resold respectively further processed.
(4) Insofar as the customer of an installation or attachment of the goods fails to check the relevant external and internal properties of the goods prior to installation or attachment, he acts with gross negligence within the meaning of Sections 439 Para. 3, 442 Para. 1 Sentence 2 BGB. In this case, the rights of the customer due to defects with regard to these properties shall only be taken into consideration if we maliciously failed to disclose the defect concerned or have assumed a guarantee for the quality of the goods.
(5) Necessary costs in the sense of Section 439 Para. 3 BGB are only those removal and installation costs which relate to the removal and installation or fitting of identical products, have been incurred on the basis of standard market conditions and are proven to us by the customer by submitting suitable receipts at least in text form. A right of the customer to an advance payment for removal and installation costs is excluded. Neither is the customer permitted to unilaterally offset claims for reimbursement of expenses for removal and installation costs without our consent against purchase price receivables or other payment claims on our part. The rights of our customers pursuant to § 8 Par. 6 of our General Business Terms and Conditions shall remain unaffected. Claims of the customer exceeding the necessary removal and installation costs, in particular costs for consequential damage caused by defects, such as lost profit including imputed profit surcharges, operating loss costs or additional costs for replacement purchases, are not removal and installation costs and therefore not compensable within the scope of subsequent performance pursuant to Section 439 Para. 3 BGB.
(6) If subsequent performance fails, the customer shall be entitled to demand revocation or reduction at his discretion.
(7) We shall be liable in accordance with the statutory provisions insofar as the customer asserts claims for damages which are based on intent or gross negligence including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(8) We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, too, liability for damages shall be limited to the foreseeable, typically occurring damage.
(9) Insofar as the customer incidentally because of a negligent breach of obligation is entitled to a claim for compensation of the damages instead of the service our liability for compensation is limited to the foreseeable, typically occurring damages.
(10) The liability because of culpable injury to life, the body or the health shall remain unaffected; this shall also apply to the mandatory liability according to the German Product Liability Act [Produkthaftungsgesetz].
(11) Insofar as no deviation is regulated above liability is excluded.
(12) The statute of limitations for claims due to defects is 12 months, calculated from the transfer of risk. This shall not apply insofar as longer deadlines are stipulated by law pursuant to Section 438 Para. 1 No. 2 (buildings and items for buildings), Section 438 Para. 3 (fraudulent concealment), Section 445 b) Para. 1 (right of recourse) and Section 634 a) Para. 1 No. 2 (building defects) BGB.
(13) The statute of limitations in the case of a delivery recourse according to Sections 478, 479 BGB shall remain unaffected; it shall be 5 years, calculated from the delivery of the defective item.
§ 6 Overall liability
(1) Further liability for damages than envisaged in § 5, – without consideration for the legal nature of the asserted claim – is excluded. This shall in particular apply to claims for damages from fault upon conclusion of the contract, because of other breaches of obligations or because of claims in tort for compensation of property damages pursuant to Section 823 BGB.
(2) The limitation according to Par. (1) shall also apply insofar as the customer instead of a claim for compensation of the damages, instead of the service requests reimbursement of fruitless expenses.
(3) Insofar as the liability for damages towards us is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, representatives and vicarious agents.
§ 7 (voluntary) Taking back of goods
(1) Fault-free goods delivered properly by us shall only be taken back, irrespective of §§ 4-6 above, after our explicit consent and with carriage paid return shipment.
(2) Only articles shall be credited, which are in an impeccable condition in the incoming goods inspection in our company; this shall also include undamaged original packaging capable of sale.
(3) Goods, which were delivered more than 6 months previously, are excluded from being taken back.
(4) Goods with surrounding packaging sealed by the manufacturer, which was opened, will not be taken back.
(5) Goods shall furthermore be excluded from being taken back if, upon return, the delivery note respectively invoice number are not stated. It is sufficient to state one of the aforementioned numbers.
(6) The breakage risk during the return transport shall be borne by our customer.
(7) The taking back of special productions or goods especially procured at the customer’s request is excluded.
(8) Goods that have been taken back shall be credited minus a reasonable cost share, which is 15 per cent of the value of the goods, at least however EUR 12.50 per delivery, insofar as the buyer does not prove that the amount, which is reasonable in the concrete case, is substantially lower; if applicable incurred costs for taking the goods back, which are invoiced to us by the industry in case of plant return, shall furthermore be deducted.
(9) We reserve the right to dispose of goods if these have been sent to us without prior consent and a request on our part to collect the goods within 14 days, was unsuccessful.
§ 8 Prices – terms of payment
(1) The statutory value added tax is not included in our prices; it shall be shown separately in the invoice in the statutory amount on the day of the invoicing.
(2) Our invoices are, insofar as not otherwise agreed, due and payable immediately.
(3) Invoices, for the settlement of which we have granted a term of payment in deviation from Paragraph 2 above, shall be due and payable immediately if the customer is in default in full or in part with another invoice from the business relationship.
(4) The deduction of cash discount shall require a special written agreement. Insofar as cash discount is granted the prerequisite is that until this time all previous invoices – excluding invoices which are opposed by justified objections of our customer – have been settled. The net invoice amount after deduction of rebates, freight, etc. is decisive for the cash discount calculation.
(5) A right of retention of our customer, insofar as it is not based on the same contractual relationship, is excluded. The customer is only entitled to the rights to offset if its counterclaims have been declared final and binding, are undisputed or have been recognised by us.
(6) Insofar as not otherwise derived from our order confirmation our prices shall apply “ex works” excluding packaging, customs duties and fees respectively other public duties. These shall be invoiced separately.
(7) Insofar as not otherwise derived from our order confirmation costs for the payment transaction such as fees for overseas transfers shall be borne by the customer.
§ 9 Reservation of title
(1) We reserve the property to the purchased object until the receipt of all payments from the business relationship with the customer. Insofar as a current account relationship exists with the customer, we shall reserve the property to the purchased object until the receipt of all payments from the existing current account relationship with the customer; the reservation refers to the recognised balance. Insofar as we agree payment of the purchase price debt by means of cheque procedure with the customer, the reservation shall not lapse by the credit of the received cheque by us.
(2) The customer is obliged to treat the purchased object with due care and attention; it is in particular obliged to sufficiently insure this at the value as new at its own costs against fire, water and theft damages. Insofar as maintenance and inspection work are necessary, the customer must carry this out in time at its own costs.
(3) In case of attachments or other interventions of third parties the customer has to notify us in writing without delay so that we can file legal action pursuant to Section 771 German Code of Civil Procedure [Zivilprozessordnung – ZPO]. Insofar as the third party is not in the position to reimburse us the court and out-of-court costs of a legal action pursuant to Section 771 ZPO the customer shall be liable for the loss incurred to us.
(4) The customer is entitled to resell the purchased object in the ordinary course of business; it shall however hereby now already assign us all claims in the amount of the final invoice amount (including value added tax) of our claim, which it accrues from the resale against its buyer or third party, irrespective of whether the purchased object has been resold without or after processing. The customer shall also remain authorised to collect this claim after the assignment. Our authorisation to collect the claim ourselves shall remain unaffected hereby. We undertake however not to collect the claim as long as the customer satisfies its payment obligations from the collected proceeds, is not in default of payment and in particular no application has been filed for the opening of composition or insolvency proceedings or payments have been suspended. If, however, this is the case we can request that the customer announces the assigned claims to us and their debtors, provides all details required for the collection, hands over the associated documents and notifies the debtors (third parties) of the assignment.
(5) The processing or conversion of the purchased object by the customer shall always be carried out for us. If the purchased object is processed with other objects that do not belong to us, we shall acquire the co-ownership to the new object in the ratio of the value of the purchased object (final invoice amount, including value added tax) to the other processed objects at the time of the processing. Incidentally the same shall apply to the object produced by processing as to the purchased object delivered under reservation.
(6) If the purchased object is inseparably mixed with other objects that do not belong to us, we shall acquire the co-ownership to the new object in the ratio of the value of the purchased object (final invoice amount, including value added tax) to the other mixed objects at the time of the mixing. If the mixing is carried out in the manner that the object of the customer is to be seen as the main object it shall be deemed as agreed that the customer shall transfer us pro rata co-ownership. The customer shall hold the thus produced sole ownership or co-ownership in safekeeping for us.
(7) The customer shall also assign us the claims as collateral for our claims against it, which are accrued against a third party through the connection of the purchased object with a property.
(8) We undertake to release the collateral items to which we are entitled at the request of the customer to the extent that the realisable value of our collateral items exceeds the claims that are to be collateralised by more than 10%; we shall be responsible for the selection of the collateral items that are to be released.
§ 10 Data protection
§ 11 Place of jurisdiction – place of performance
(1) Insofar as the customer is a merchant, our registered business seat is the place of jurisdiction; we are however also entitled to file action in court against the customer at its place of residence.
(2) The law of the Federal Republic of Germany shall apply.
(3) Insofar as not otherwise derived from order confirmation our registered business seat is the place of performance.