General Terms and Conditions of SATO Maschinenbau GmbH & Co KG, Tomphecke 51, 41169 Mönchengladbach – in short SATO:
Terms of sale, delivery and payment
§ 1 General – Scope
(1) Our Terms and Conditions of Sale shall apply exclusively; any conflicting or deviating
We do not recognize any terms and conditions of the customer that deviate from these Terms and Conditions of Sale, unless we have
expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if we
in the knowledge of terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale.
customer to carry out the delivery to the customer without reservation.
(2) All agreements made between us and the customer for the purpose of executing this contract
are set out in writing in this contract.
(3) Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of Section 310 para. 1 BGB.
§ 2 Offer – offer documents
(1) Our offers are subject to change without notice and are non-binding, unless they have been expressly
are marked or contain a specific acceptance period.
(2) We retain title and ownership rights to illustrations, drawings, calculations and other documents.
Copyrights reserved. This also applies to such written documents that are designated as „confidential“. Before
their transfer to third parties, the customer requires our express written consent.
(3) All data, such as dimensions, weights, illustrations, descriptions, utility values, tolerances and
technical data are only approximate, but determined to the best of our ability, but are not binding for us, unless
the usability for the contractually intended purpose requires an exact match.
Deviations that are customary in the trade and deviations that occur due to legal regulations or
represent technical improvements, as well as the replacement of components with parts of equal value are
permissible insofar as they do not impair the usability for the contractually intended purpose.
(4) We reserve the ownership or copyright to all offers submitted by us as well as the
drawings, illustrations, calculations and other documents and data provided by the customer.
aids before. Without our express consent, the customer may neither use these items as
make them accessible to third parties, disclose them, use them yourself or through third parties, or
Duplicate The customer undertakes to keep all documents made available in physical or electronic form in
information carefully and to return it to us immediately and in full upon request.
without retaining copies or the like thereof.
§ 3 Order confirmation
(1) Orders, agreements, assurances, etc. including those of our representatives and other
The validity of all agreements with company employees requires our written confirmation. Complaints
of confirmations must be asserted in writing without delay, at the latest within one week.
(2) Our employees – with the exception of managing directors and authorized signatories – are not authorized to
to make verbal agreements to the contrary.
(3) Unless expressly agreed otherwise, our prices valid at the time of the order shall apply.
sales prices valid at the time of the conclusion of the contract. They will be at fixed prices if our offer without delay,
but no later than within ten days, unchanged by written order is accepted.
Confirmed prices are valid only in case of complete acceptance.
(3) In the event of price and cost increases between the conclusion of the contract and the agreed delivery date, the following shall apply
we shall be entitled to make a reasonable price adjustment, provided that between the conclusion of the contract and
the agreed delivery date is a period of more than four months.
If, at the time of delivery, the prices exceed the initially agreed prices by more than 10%, the
customer is entitled to withdraw from the contract.
§ 4 Delivery
(1) Delivery shall be made for the account and at the risk of the Customer.
If free delivery has been agreed, the risk shall pass to the customer upon arrival of the vehicle in front of the delivery address.
level ground or at the place reasonably accessible by vehicle. We are entitled to partial deliveries
entitled but not obliged, they are considered as independent deliveries. The choice of the transport route and
of the means of transport remains reserved to us. Delivery free construction site or free warehouse means delivery without
Unloading under the condition of an access road passable by heavy truck. Leaves the
If the customer instructs the delivery vehicle to leave the drivable access road, the customer shall be liable for any
Damage. Unloading must be carried out immediately and properly by the customer.
(2) The start of the delivery period stated by us shall be subject to clarification of all technical issues.
(3) Compliance with our delivery obligation further requires the timely and proper fulfillment of the
obligation of the customer. The defense of non-performance of the contract remains reserved.
(4) If the customer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to
entitled to claim compensation for the damage incurred by us in this respect, including any expenses incurred.
require. Further claims or rights remain reserved.
(5) If the requirements of paragraph (4) are met, the risk of accidental loss or damage shall pass to the customer.
accidental deterioration of the object of sale shall pass to the customer at the point in time at which the customer accepts or
has defaulted on the debt.
(6) We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a transaction for delivery by a fixed date.
i. S. of § 286 para. 2 No. 4 BGB or of Section 376 HGB. We shall also be liable in accordance with the statutory provisions,
if, as a consequence of a delay in delivery for which we are responsible, the customer is entitled to claim that
his interest in the further performance of the contract has ceased.
(7) A transaction for delivery by a fixed date within the meaning of the preceding paragraph (6) shall require that we have fixed the delivery date in writing.
have confirmed with the expression „Fix“.
(8) Furthermore, we shall be liable in accordance with the statutory provisions if the delay in delivery is due to a fault on our part.
intentional or grossly negligent breach of contract for which we are responsible; a fault on the part of our
representative or vicarious agent is attributable to us. Insofar as the delay in delivery is due to a cause to be
grossly negligent breach of contract, our liability for damages shall be limited to the amount of the damage.
foreseeable, typically occurring damage.
(9) We shall also be liable in accordance with the statutory provisions insofar as the fault for which we are responsible
delay in delivery is due to the culpable breach of an essential contractual obligation; however, in this case
the liability for damages is limited to the foreseeable, typically occurring damage.
(10) Further legal claims and rights of the customer remain reserved.
(11) The goods travel packaged according to industry standards. We reserve the right to use elaborate packaging for the
Cost price to be charged.
(12) To the extent that we are liable pursuant to Packaging Ordinance or from 01.01.2019 according to. Packaging Act at the
disposal to a suitable disposal company, the customer is obligated to pay the
Keep packaging material ready and hand it over to the disposal company.
(13) We provide reusable packaging to our customers on a loan basis only. The return of the
packaging unit must be reported to us in text form within 14 days of the delivery date and the
Packaging to be provided. If notification or provision are not made, we shall be entitled, after prior
reminder from the 21st day after the delivery date for each full week 10% of the purchase price (however
maximum the full acquisition price) as a fee.
(14) Insurance against damage in transit, loss in transit or breakage shall be effected only on express
request of the customer at his expense and for his account. Damage reports are to be made immediately upon receipt
of the goods and to confirm this in writing without delay according to type and scope. Transport damage and
Shortages must be identified immediately upon arrival of the shipment and documented on the delivery bill.
be Claims against third parties arising from the damage shall be assigned to us upon request.
(15) We are entitled to charge surcharges for logistics and procurement costs.
(16) If we are only able to deliver goods ordered by the customer in a minimum quantity or fixed purchase quantity (in the case of
unchangeable packaging unit), the customer is obligated to deliver the goods in the obtainable packaging unit.
minimum or purchase quantity and to pay for it.
§ 5 Liability for defects
(1) We do not assume any liability for the suitability of the purchased item „for normal use“ as well as for
whose „usual condition“ within the meaning of § 434 para. 3 BGB as amended as of 01.01.2022.“
(2) Claims for defects by the customer shall be subject to the condition that, prior to processing and installation of the supplied
the goods properly in accordance with his obligations to inspect the goods and to give notice of defects pursuant to § 377 of the German Commercial Code (HGB).
has been complied with.
(3) If the customer discovers defects in the goods, he shall be obliged to send us the rejected goods or samples thereof.
for the purpose of examining the complaint and to provide us with an examination of the
goods within a reasonable period of time. In case of refusal, the warranty is void. Until the
completion of our inspection, the customer may not dispose of the rejected goods, i.e. they may not be
shared, resold or further processed.
(4) Insofar as the customer of an installation or attachment of the goods omits to check the relevant external
and internal properties of the goods before installation or mounting, he acts grossly
negligent within the meaning of §§ 439 para. 3, 442 par. 1 P. 2 BGB. In this case, the customer’s rights in respect of defects shall
with respect to these properties only if we have fraudulently concealed the defect in question or have
have assumed a guarantee for the quality of the goods.
(5) Required within the meaning of § 439 para. 3 BGB are only such dismantling and installation costs that the dismantling and installation
or the application of identical products, on the basis of standard market conditions.
and are proven to us by the customer by submitting suitable receipts at least in text form.
The customer’s right to advance payment for removal and installation costs is excluded. It is also not the customer
with claims for reimbursement of expenses for removal and installation costs unilaterally without our consent.
with purchase price claims or other payment claims on our part. The rights
of our customers acc. § 8 para. 6 of our GTC remain unaffected. About the necessary removal and installation costs
any further claims of the customer, in particular costs for consequential damages due to defects such as
For example, lost profit including imputed profit surcharges, operating loss costs
or additional costs for replacements are not removal and installation costs and are therefore not covered by the
Subsequent performance acc. 439 para. 3 BGB eligible for compensation.
(6) If the supplementary performance fails, the customer shall be entitled, at its option, to rescind the contract or reduce the purchase price.
(7) We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages.
negligence, including intentional acts or gross negligence on the part of our employees.
representative or vicarious agent. Insofar as we are not accused of any intentional breach of contract, we are
the liability for damages is 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, the liability for damages shall be limited to the foreseeable, typical damage.
damage that may occur.
(9) Insofar as the customer is otherwise entitled to claim compensation for damages due to a negligent breach of duty, the customer shall be entitled to claim compensation.
damage in lieu of performance, our liability shall be limited to compensation for the foreseeable, typical damage.
damage that occurs.
(10) Liability for culpable injury to life, limb or health shall remain unaffected.
This also applies to the mandatory liability under the Product Liability Act.
(11) Unless otherwise stipulated above, liability is excluded.
(12) The limitation period for claims for defects is 12 months, calculated from the transfer of risk. This applies
not, insofar as the law pursuant to. § 438 para. 1 No. 2 (structures and items for structures), Sec. 438 para. 3 (fraudulent
Concealment), § 445 b) Para. 1 (right of recourse) and § 634 a) Para. 1 No. 2 (construction defects) BGB longer deadlines
(13) The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it amounts to 5
years, calculated from the delivery of the defective item.
§ 6 Joint and several liability
(1) Any further liability for damages than provided for in § 5 shall – irrespective of the
legal nature of the asserted claim – excluded. This applies in particular to
Claims for damages arising from culpa in contrahendo, other breaches of duty, or
for claims in tort for compensation for property damage pursuant to § 823 BGB.
(2) The limitation according to par. (1) also applies insofar as the customer instead of a claim for damages,
demands reimbursement of useless expenses in lieu of performance.
(3) Insofar as liability for damages against us is excluded or limited, this shall also apply to the
With regard to the personal liability for damages of our employees, workers, collaborators,
Representatives and vicarious agents.
§ 7 (Voluntary) return of goods
(1) Goods delivered by us properly and free of defects shall, irrespective of the aforementioned §§ 4-6
taken back only after our express consent and with freight paid return.
(2) Credit will only be given for items which, at the time of incoming goods inspection at our company, are in an
are in perfect condition; this also includes undamaged, saleable original packaging.
(3) Goods whose delivery dates back more than 6 months are excluded from return.
(4) Goods with outer packaging sealed by the manufacturer that have been opened shall not be
(5) Furthermore, the goods cannot be taken back if the delivery bill or the delivery bill number is missing at the time of return. Invoice number
not be specified. The indication of one of the above numbers is sufficient.
(6) The risk of breakage during return transport shall be borne by our customer.
(7) A return of custom-made products or goods specially procured at the request of the customer is
(8) Goods taken back shall be credited less an appropriate share of the costs, which shall be 15
percent of the value of the goods, but not less than € 12.50 per delivery, unless the purchaser has
provides evidence that the amount reasonable in the specific case is substantially lower; deducted are
furthermore, any applicable take-back costs charged to us by the industry in the event of factory returns.
(9) We reserve the right to dispose of goods if they have been sent to us without our prior consent.
and a request on our part to collect the goods within 14 days has remained without result.
§ 8 Prices – Terms of payment
(1) The statutory value-added tax is not included in our prices; it is charged at the statutory rate.
shown separately in the invoice on the day of invoicing.
(2) Unless otherwise agreed, our invoices shall be due and payable immediately.
(3) Invoices for the settlement of which we have granted a payment term in deviation from the preceding paragraph 2.
become due for immediate payment if the customer is charged with another invoice from the
business relationship is in default in whole or in part.
(4) The deduction of a cash discount shall require a special written agreement. Insofar as cash discount is granted
Provided that by that time all previous invoices – except invoices to which legitimate
objections of our customer – have been settled. For the cash discount calculation the
Net invoice amount after deduction of discounts, freight, etc. shall be decisive.
(5) A right of retention on the part of our customer, insofar as it is not based on the same contractual relationship, is
excluded. The customer shall only be entitled to the right of set-off if his counterclaims are
are legally established, undisputed or recognized by us.
(6) Unless otherwise stated in our order confirmation, our prices are „ex works“.
excluding packaging, customs and fees or other public charges. These are shown separately in
(7) Unless otherwise stated in our order confirmation, the costs of payment transactions such as
e.g. charges for foreign transfers to be borne by the customer.
§ 9 Retention of title
(1) We shall retain title to the purchased item until receipt of all payments from the
business relationship with the customer. Provided that a current account relationship exists with the customer,
we retain title to the object of sale until receipt of all payments arising from the existing
current account relationship with the customer; the reservation relates to the recognized balance. As far as
we agree with the customer on payment of the purchase price debt by means of check procedure, the
Reservation not by crediting the check received by us.
(2) The customer is obligated to treat the object of sale with care; in particular, he is obligated to inspect it for
to insure the goods adequately at replacement value against fire, water and theft damage at its own expense. Provided
If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
(3) In the event of seizures or other interventions by third parties, the customer shall immediately notify us in writing.
so that we can take legal action in accordance with § Section 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is unable to provide us with
the court and out-of-court costs of an action pursuant to sec. § 771 ZPO, the customer shall be liable for
the loss incurred by us.
(4) The customer is entitled to resell the object of sale in the ordinary course of business; the customer assigns to us
However, all claims in the amount of the final invoice amount (including value-added tax) of our
claim accruing to him from the resale against his customers or third parties, namely
regardless of whether the purchased item has been resold without or after processing. For confiscation
of this claim the customer remains authorized even after the assignment. Our authority to make the claim itself
remain unaffected by this. However, we undertake not to collect the claim as long as
the customer does not meet his payment obligations from the proceeds collected, in
default in payment and, in particular, no application has been made to open composition or insolvency proceedings.
has been made or payments have been suspended. If this is the case, however, we may demand that the customer
notifies us of the assigned claims and their debtors, provides all information required for collection
the relevant documents and informs the debtors (third parties) of the assignment.
(5) The processing or transformation of the object of sale by the customer shall always be carried out for us. Will
the object of sale is processed with other objects not belonging to us, we shall acquire the
co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including
VAT) to the other processed items at the time of processing. For the through
The same shall apply to the item resulting from the processing as to the purchased item delivered under reservation of title.
(6) If the object of sale is inseparably mixed with other objects that do not belong to us, we shall acquire the right to
we shall acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount,
including value added tax) to the other mixed objects at the time of mixing.
If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, the following shall be regarded as the
agreed that the customer transfers co-ownership to us on a pro rata basis. The customer shall keep the resulting
Sole ownership or joint ownership for us.
(7) The customer also assigns to us the claims to secure our claims against him that are created by the
connection of the purchased item with a plot of land against a third party.
(8) We undertake to release the securities to which we are entitled at the customer’s request insofar as
the realizable value of our collateral exceeds the claims to be secured by more than 10%; the
We shall be responsible for selecting the securities to be released.
§ 10 Data protection
The data required for the performance of the contractual relationship and for business transactions,
at any time in its current version under the following link: http://www.sato.de/impressum
§ 11 Place of jurisdiction – Place of performance
(1) If the customer is a merchant, our place of business shall be the place of jurisdiction; we shall, however, be entitled to bring the
to take legal action against the customer also at his place of residence.
(2) The law of the Federal Republic of Germany shall apply.
(3) Unless otherwise stated in the order confirmation, our registered office shall be the place of performance.