1. General information
All offers and contracts with our company are subject to the following conditions:
2. Offer and Acceptance
The scope of services and contractual conditions shall be determined by our order confirmation. Insofar as deviations from the order are contained therein, the latter shall serve as a new contract offer. The content of the confirmation, including the delivery dates contained therein, shall be deemed fully accepted if the customer pays the agreed first installment no later than 4 weeks after we have dispatched the order confirmation.
3. Scope of performance
Dismantled waste material remains the property of the customer, who also takes over its disposal. This also applies to the following: The customer shall be obliged to inform us in good time of building parts and materials that are contaminated in accordance with the Ordinance on Hazardous Substances (German Gefahrstoffverordnung) and which come into contact with employees or materials of our company. If we are only informed on such substances after submission of the offer and/or conclusion of the contract, the customer shall bear all additional costs for necessary protective measures and material disposal.
4. Deadlines and Dates
The observance of agreed execution deadlines presupposes that the customer provides all constructional prerequisites and makes available the agreed payments on time. The agreed deadlines shall be extended appropriately in cases of force majeure, strike and lockout as well as other events for which the contractor is not responsible, if it is proven that they influence the performance or deliveries. This shall also apply in the event of a delay which has already occurred. The contractor shall inform the customer of such events.
5. Transfer of Risk and Acceptance
The risk shall pass to the customer in the case of delivery of goods ex warehouse Landau, Germany. The contractor shall notify the customer of the readiness for acceptance of the contractual performance. Acceptance shall be deemed to have taken place if the customer does not carry out the acceptance procedure within 14 calendar days of notification of readiness for acceptance, but at the latest upon commissioning. The customer may only refuse acceptance on grounds of material defects. Other agreements must be made in writing.
The agreed prices apply ex warehouse Landau, Germany. In addition to the net prices, a value added tax will be charged according to the valid rate set out in the Value Added Tax Act (German Umsatzsteuergesetz). The price is always fixed in the quotation or the order confirmation of the supplier. General list prices apply after expiry of the agreed fixed price dates. This does not apply to services which can only be provided after the fixed price has expired due to reasons for which the supplier is responsible.
7. Terms of Payment
Agreed payments are to be made within 30 days of the invoice date without any deduction and to the contractor’s place of payment. If the contractual payment date specified in the invoice is exceeded, the customer shall be in default without reminder. In the event of default of more than 4 weeks, the supplier may demand the provision of a directly enforceable and unlimited bank guarantee for the amount of the total open order value from the customer. The customer shall be liable for losses of interest resulting from his default to the amount of 4% above the current discount rate of Deutsche Bank. The supplier reserves the right to pursue further claims for other damages caused by delay. In the event of default or imminent insolvency on the part of the customer, the supplier shall be entitled to suspend its services – also for other contracts with the customer. Any resulting additional costs shall be borne by the customer. Manufactured and ordered material can be stored with the freight forwarder until payment is made at the expense and risk of the customer. The work shall be resumed by the supplier after a reasonable disposition period after expiry of the delay or upon presentation of a bank guarantee. Offsetting is only permissible with undisputed or legally established counterclaims of the customer. Deviating regulations require the written form.
8. Retention of Title
Schmitt Spezialmaschinenbau GmbH retains title to all materials supplied until payment has been made in full. This also applies to all technical documentation.
The warranty period shall be 6 months, commencing from acceptance or commissioning of the services in accordance with Paragraph 5. If equipment delivered by the supplier is relocated, reassembled or if parts are changed or software parts are changed or if the intended use is changed, the entire warranty for the equipment and service shall expire. Defects must be reported immediately in writing, at the latest within 6 working days of their first appearance. Any additional costs and deterioration of the evidence resulting from a late complaint by the customer shall be borne by the customer. All parts whose defects are caused within the warranty period for reasons for which the supplier is responsible, in particular due to faulty design, poor materials or defective manufacture, shall either be repaired or replaced by new parts free of charge at the supplier’s discretion. The customer shall grant a reasonable deadline for rectification of defects and/or new delivery. The supplier shall be entitled to suspend performance of its warranty obligations if the customer is in arrears with payments due at the time the defect is discovered. Defects shall be remedied when the customer has fulfilled his payment obligations in full or has provided a bank guarantee.
The supplier assumes liability for damages or delays as well as consequential damages insofar as they have been caused willfully or through gross negligence on the part of the supplier. In the aforementioned cases the supplier shall be liable within the scope of the business liability insurance up to an amount of EUR 1 mio. for each property damage or EUR 0.5 mio. for each personal injury.
11. Premature Termination of Contract
In the event of a premature termination of the contract by the customer or by persons for whom the customer is responsible, the customer must pay the full contract price minus the expenses saved. The minimum amount is 10%, without proof, unless the client proves a lower amount.
12. Assignments to Third Parties
Assignments require the express written approval of the management in any event.
13. Place of Jurisdiction
As far as this may be contractually agreed, place of jurisdiction is Landau, Germany.
14. Partial Ineffectiveness
If any provision of these Terms and Conditions (or part thereof) is held to be invalid or unenforceable, this shall not affect the validity of the remaining provisions (or part thereof). The ineffective or void condition shall be replaced by a condition that is effective and comes as close as possible to the economic purpose intended by the ineffective or void condition.