Terms of Delivery and Payment of SANHA GmbH & Co. KG
1. GENERAL 1.1 Our Terms of Delivery and Payment are valid as of the given latest version and apply to all current and future orders from home and foreign ordering parties, other than we have explicitly accepted deviations in writing. Only our written confirmation relating to subsidiary agreements and subsequent changes are binding for us. This also applies to a revocation of the written form clause. The acceptance of our deliveries and services is considered to be an acceptance of our Terms of Delivery and Payment. 1.2 Possible purchasing terms of the contractual partner are only binding for us following our explicit written acceptance of these terms. The same applies to other general business terms of the contractual partner. 1.3 Agreements of the contractual partner with our salesmen, representatives and authorised persons are only binding for us after our written confirmation. Our visiting and authorised personnel, as well as our representatives, are only entitled to accept cash payments and cheques upon presentation of an authority to collect. 1.4 We are entitled to process data of ordering parties that are related to the given business relations in the sense of the Federal Data Protection Law (Bundesdatenschutzgesetz – BDSG). 2. OFFERS AND THE CONCLUSION OF CONTRACTS 2.1 Our offers are subject to their confirmation. A delivery agreement, or any other contract, is only effective when we have confirmed the client’s order, or any other order, in writing or when we have delivered the merchandise. 2.2 We reserve the right to change the production process and product composition provided that this does not adversely affect the type and quality of the product. 2.3 In so far as no alternative has been agreed, details in text or pictorial form (e.g. descriptions, illustrations or drawings) published in catalogues, brochures and other publications closingly define the nature, condition and use of the merchandise that we supply. The details are approximate values that are customary in the given line of business, other than they have been explicitly defined as binding in the order conformation. Other details of the manufacturer are not binding. 2.4 Excess and short deliveries within the customary extent are considered as agreed. 3. PRICES 3.1 Invoicing will be based on the prices applicable on the delivery day if a fixed price has not been explicitly stipulated in writing. 3.2 In so far as no alternative provisions have been explicitly made, all prices are net prices without value-added tax which the contractual partner has to pay in the given legal amount, and they are applicable ex our production location without packaging. If no alternative details are furnished, prices are in the European currency (EURO). 3.3 We reserve the right to change prices if the basis for our calculations changes. 3.4 Granted discounts are cancelled in the event of default of payment of the contractual partner, if insolvency proceedings are filed for the assets of the contractual partner or if proceedings are rejected due to insufficiency of assets. 4. DELIVERY 4.1 Time for delivery commence with the date of our order confirmation, but not before all technical and commercial details have been unequivocally clarified. The delivery time is considered to have been fulfilled when the object has left our works or store prior to its expiry or if notification of dispatch readiness has been given if the merchandise cannot be dispatched in due time through no fault of ours. 4.2 In the event that we exceed deadlines and delivery times that are not explicitly defined as “fixed or “fix”” in the order confirmation, then the contractual partner may grant us a commensurate period of grace for the given delivery/service. Only with the expiry of this grace period will we be in default. 4.3 Notwithstanding our rights resulting from a default of payment by the contractual partner, periods of time and deadlines are extended by the same amount of time as the contractual partner fails to fulfil their obligations vis-à-vis us. 4.4 We are absolved of all obligations incurred in the given contract in the event of unforeseeable and exceptional circumstances which we do not have to justify, such as industrial disputes, operating disruptions, measures of authorities, transport disruptions and other cases of force majeure, irrespective of whether they arose with us or our suppliers. Obstacles of a temporary nature only prevail for the actual duration of the hindrance, plus a commensurate startingup period. In the event that such events subsequently make the delivery impossible or unreasonable for one of the parties, then both parties will be entitled to withdraw from the contract. 4.5 Our liability for culpable delay attributable to slight negligence in breach of duty is herewith excluded other than the breach of duty results in injury to life, body or health. This provision is not associated with a change of the burden of proof to the detriment of the contractual partner. 4.6 We are entitled to effect partial deliveries provided that this can be reasonably expected of the contractual partner. Partial deliveries can be separately charged. 4.7. The return of properly delivered goods is principally excluded. If we exceptionally agree to the return of properly delivered goods, whereby our explicit written consent is necessary for a return, we are entitled to charge the contractual partner with a sum of 30 % of the net invoice value plus valueadded tax for the goods concerned. This sum will be deducted from the credit note issued by us. The return of the goods must be freight-free ex our works. 5. INFORMATION AND CONSULTATIONS Information and consultations relating to our products are based on our past experiences and findings. The specified values are established average values. Information and consultations do not dispense with the need to test the suitability of the supplied merchandise and to observe processing instructions. Verbal details are not binding. Cipher 10 of these Terms is applicable in the event of possible liability. 6. DISPATCH AND PASSING OF RISK 6.1 The risk in the Goods shall pass to the Customer on despatch by the Supplier. If not specified otherwise deliveries are effected ex works. In the event that one of the Incoterms have been agreed as a delivery term, then the version valid at the time the agreement was concluded is applicable. 6.2 If, at the request of the contractual partner, the merchandise is dispatched to a different location than the place of fulfilment, then the contractual partner will bear all arising costs. As an exception, the following shall apply: For orders concerning pipe-fittings with an order value of 500,-- € net and recipients with place of business in Germany, the goods will be delivered without charging freight and packing costs. As far as orders for pipes, wall heatings and deliveries to foreign countries are concerned, the relevant order values will be in each case notified by us separately. According to dutiful discretion we are free to decide the transport route and the transport company. Upon receipt of the merchandise, the contractual partner must immediately notify us in writing of the nature and extent of any transport damage. In case of deliveries ex works the merchandise will only be insured for transport damage, transport loss or breakage at the explicit request and expense of the contractual partner. Any costs incurred for express deliveries (express fees) shall be borne by the recipient.
The shipping costs and delivery times at a glance: Fittings, Multifit pipes (in rolls), MASTER 3 PLUS fittings, pressing tools and accessories:
- For order values from € 1,000 net, delivery is free of packaging and carriage paid to the German receiving station. - For order values between € 500 and € 999 net, we charge a flat shipping costs of 15,- € per shipment. - For order values below € 500 net, we charge a flat-rate shipping fee of € 7.50 per shipment. - For order values below 250 € net we charge 15 € minimum quantity surcharge. Pipes incl. MASTER 3 PLUS and MultiFit (in rods) & wall heating modules: - For order values from € 2,500 net, delivery is free of packaging and carriage paid to the German receiving station. - For order values below € 2,500 net, we charge a flat shipping fee of € 75 per shipment. - For orders outside the bundle sizes of our tubes, we charge a surcharge of 10 %. The standard delivery time is 5 working days plus transport time. Costs for express delivery are at the expense of the buyer (depending on weight and volume).
Additionally applies: - Dispatch within 24 h: 25 € express surcharge - Dispatch within 48 h: 15 € express surcharge
6.3 Dispatch and transport of ex works deliveries are always effected at the risk of the contractual partner. This is also the case if deliveries are effected from a third party store (drop-off shipment) and for the return of merchandise and empties (transport of re-usable packaging). The risk, also with partial deliveries, passes to the contractual partner as soon as the consignment has been handed over to the person executing the transport operation or when, for the purpose of dispatch, the consignment has left our store or, with ex works deliveries, has left our works. 6.4 In the event that dispatch of merchandise is delayed for reasons which the contractual partner has to justify, or when the contractual partner is responsible for the transportation of the merchandise, then the passing of risk becomes effective when the contractual partner is given notification of dispatch readiness. The contractual partner bears the storage costs amounting to 0.5% of the invoiced total per month when the merchandise is stored in our works or store. We reserve the right to furnish proof of higher storage costs. Following the futile expiry of a commensurate period of grace, we shall be entitled to dispose of the merchandise in an alternative manner and supply the contractual partner again within a commensurately extended period of grace. 6.5 The passing of risk for deliveries free domicile/store, and also partial deliveries, is transferred to the contractual partner as soon as the merchandise has arrived at their business premises/store ready for unloading. Unloading must be immediately carried out by the contractual partner who is obliged to provide an adequate number of workers and unloading facilities. We will charge for waiting times as is customary in this line of business. If transport to the destination fails for reasons which lie within the risk area of the contractual partner, then the risk associated with this transport passes to the contractual partner. This also applies to unjustified acceptance refusal by the contractual partner. Cipher 6.4 applies accordingly. 7. PAYMENT 7.1 Payments must be effected in the accounting currency free of postage and expenses. Payments must only be made into the payment points specified by us. Bills of exchange and cheques will only be considered to have been accepted as payment after they have been honoured and without the obligation for on-time presentation and submitting an objection. If the accounting currency is not specified otherwise, payments must be effected in EURO (€). 7.2 If not specifically agreed otherwise, payments must be effected within 30 days of the invoice date without any deductions. In the event that this payment period is exceeded we shall be entitled to demand interest amount of 9 per cent above the basic interest rate p.a. (§ 247 BGB – German Civil Code ). 7.3 The contractual partner can only offset counter-claims if these counter-claims are undisputed or legally binding. In the event of a defect, the contractual partner can withhold three-fold of the after-fulfilment amount. In exercising the retention right, the contractual partner must give us, according to our preference, security for the unpaid amount either by way of a bank guarantee or a deposit with a notary of their choosing. 7.4 If payment is not effected in due time we can: 7.4.1 Immediately assert from the ordering party all claims arising from the given or other business, even if they are not yet due; 7.4.2 Retain our deliveries and other services associated with the order in hand or other orders until the ordering party has completely fulfilled all our claims that are still open as a result of the order in hand or other orders; 7.4.3 Demand the provision of commensurate security; 7.4.4 Demand the return of the merchandise supplied by us and that is subject to our reservation of title. If, as a result of lapse of time, the merchandise is no longer usable, or only usable to a limited extent, we will then be entitled to demand value equalisation. 7.5 If, after a contract has been concluded, we become aware of facts relating to a significant deterioration of the financial status of the contractual partner which, after dutiful commercial discretion, could endanger our claim to counter- performance – especially if insolvency proceedings are filed – we can demand the provision of an appropriate security within a reasonable period until the moment in time we render our security, or demand a counter- performance for our service. We can withdraw from the contract or demand compensation if the contractual partner does not fulfil our justified demand in due time. In such a situation all amounts – also deferred amounts – become immediately due. 8. RESERVATION OF TITLE AND INDUSTRIAL PROPERTY RIGHTS 8.1 All delivered merchandise remains our property until all owed remunerations, including all subsidiary claims, have been fully paid. If bills of exchange or cheques are accepted, then payment is only considered to have been effected after they have been finally honoured. Subsidiary claims include the cost of packaging, freight and insurance, banking fees, dunning costs, the cost of legal advice and representation, court fees and other costs. 8.2 The contractual partner accepts the merchandise subject to reservation of title for safekeeping in conformity with commercial practice. The contractual partner is obliged to store the merchandise separately and identify it as belonging to us. We are entitled to check the separate storage and identification of the merchandise at short notice. If insolvency proceedings are filed for the assets of the contractual partner we shall be entitled to immediately identify the reserved merchandise as our own property and/or repossess the merchandise. The contractual partner is liable for the loss of our merchandise. The contractual partner must insure the merchandise against fire, water and theft at their expense and for our benefit. Insurance claims are herewith assigned to us in advance. We must be immediately notified of all arising damage.
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