1. Acceptance of the General Terms and Conditions
1.1 All orders accepted by us shall be executed exclusively on the basis of these General Terms and
Terms and Conditions, which shall apply to future deliveries even without repeated notification.
shall apply. By placing an order or accepting the delivery, the customer expressly recognises the terms and conditions.
expressly. Other terms and conditions (e.g. the customer's terms and conditions of purchase) shall not apply even
not apply even if we do not object to them.
Deviations from these terms and conditions require written agreement.
Any invalidity of individual provisions shall not affect the validity of the remaining provisions of these terms and conditions.
otherwise not affected.
2. Offer and conclusion of contract
2.1 Our offers are subject to change. Orders from our customers are only accepted by
order confirmation/invoice or delivery. In the event of an order confirmation by us
confirmation by us, this alone shall be authoritative as the content of the contract unless we immediately receive a written objection.
received immediately. However, an order confirmation by STIELOW GMBH is not given in all cases.
2.2 Additional agreements and amendments to the contract require our written confirmation.
3. Right of the supplier to cancellation
3.1 The prerequisite for delivery is the unconditional creditworthiness of the buyer. Insofar as we receive
information is received after conclusion of the contract that the granting of credit in the amount resulting from the
amount resulting from the order is not completely unobjectionable or if facts arise which
doubt in this respect and which mean a deterioration of the financial circumstances
we shall be entitled to demand advance payments or security, to withdraw from the contract
withdraw from the contract or to demand compensation for the loss that we have suffered as a result of the buyer's
creditworthiness of the buyer.
3.2 We expressly reserve the right to refuse to accept the order without replacement if
the agreements on the preparation of the offer were not clear, detailed information was withheld from us
or parameters of the basis of the offer have changed. Alternatively, in individual cases
negotiate a new calculation or an increase in the order value.
4 Prices and payment
4.1 Our prices are quoted in EURO plus statutory VAT.
4.2 Terms of payment for equipment deliveries: immediately after invoicing, strictly net without deduction
other equipment deliveries/special programmes, etc. either in advance or strictly net
.
4.3 Terms of payment for plant construction: 50 % upon order placement immediately after invoicing
without deduction, 50 % after assembly, completion, approval and commissioning by our technician
net immediately after invoicing.
4.4 Terms of payment for export transactions: Against irrevocable bank letter of credit, payable in
Frankfurt am Main, optionally against prepayment.
4.5 If due invoices are not paid, all further deliveries and services shall be cancelled immediately, i.e.
shall become due for payment immediately, i.e. irrespective of expiry.
4.6 In the event of late payment, beginning with the agreed payment term being exceeded, we shall charge
interest of 9% + processing fee in the form of a reminder fee.
4.7 Rediscountable bills of exchange shall be charged at 3%, non-rediscountable bills of exchange at 5% above the
respective discount rate of the Bundesbank.
4.8 The withholding of payments or offsetting against counterclaims of the Purchaser shall not be
not permitted unless they are recognised by us or have been legally established.
4.9 Payments by cheque on the basis of the so-called cheque/bill of exchange procedure are always
only accepted on account of performance.
5. Delivery and packaging
5.1 The delivery of products from the Stielow GmbH programme shall be made at our discretion.
dispatched carriage forward to the receiving station excluding packaging.
5.2 Costs for express delivery, special packaging, insurance and other ancillary costs will be charged separately.
charged separately.
5.3 A return of packaging material is excluded under application of the packaging regulations.
excluded. Reusable packaging shall be made available to the buyer on loan.
5.4 The goods always travel at the risk of the buyer, regardless of the type of dispatch.
If dispatch or collection by the purchaser is delayed as a result of circumstances for which the purchaser is
circumstances for which the customer is responsible, the risk shall pass to the customer upon notification of readiness for dispatch.
5.5 Unless otherwise agreed in individual cases, our delivery times are non-binding. The
delivery period begins with the dispatch of the order confirmation, but not before complete technical
technical clarification and the provision of the documents to be procured by the customer,
authorisations and approvals to be obtained by the customer and before receipt of an agreed down payment. The delivery deadline is
shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been
readiness for dispatch has been notified.
5.6 Non-compliance with agreed delivery deadlines and the impossibility of performance shall entitle the
the customer to withdraw from the contract after a reasonable grace period of at least 4 weeks in accordance with
§ 326 BGB. All other further claims of the purchaser, in particular for compensation for damages of
damages of any kind, including those not caused to the delivery item itself, are excluded.
are excluded. This exclusion of liability shall not apply in the event of intent or gross
negligence of the owner or executive employees.
5.7 All circumstances beyond our control, e.g. strikes and lockouts, environmental and natural disasters, obstructed
natural disasters, obstructed supply of raw materials, auxiliary materials and supplies, official measures
measures, operational disruptions at our premises and those of our subcontractors shall release us for the duration of the
from the obligation to deliver for the duration of the hindrance or, at our discretion, definitively for the part that cannot be
delivery, without the customer being entitled to any claims against us on the basis of cancellation.
If the delay in delivery exceeds a period of 2 months, the customer shall be entitled to withdraw from the
cancellation of the contract with regard to the quantity affected by the delay in delivery. Further
The customer shall not be entitled to any further claims.
5.8 In the case of orders whose fulfilment consists of several deliveries, non-fulfilment, defective or late
or delayed fulfilment of one delivery shall have no influence on other deliveries of the order.
Partial deliveries are permissible.
6. Industrial property rights and tools
6.1 We reserve the right of ownership and copyright to application proposals, drafts, drawings and other documents.
and copyright to application proposals, designs, drawings and other documents; they may only be made accessible to third parties with our
and must be returned at our request.
6.2 Insofar as we have supplied products in accordance with drawings, samples or other
documents supplied by the customer, the latter shall guarantee that the industrial property rights of third parties are not
are not infringed.
6.3 Tools for the manufacture of the delivery item which are manufactured by us shall remain our property
shall remain our property, even if the customer is charged pro rata costs for them.
7 Retention of title
7.1 The goods delivered by us, including any services provided by us, shall remain our property
until all liabilities of the Buyer arising from the business relationship with us have been settled in full.
In the case of claims which we include in current accounts, the retention of title shall secure the recognised balance
recognised balance (current account reservation).
7.2 If we take back goods, this shall only be deemed a cancellation of the contract if we expressly confirm this
expressly confirm this in writing. On the other hand, the seizure of goods by us shall always constitute
cancellation of the contract.
7.3 We must be informed immediately in writing of seizures and other threats to our rights emanating from third parties.
immediately in writing with all information that we require for an action for intervention in accordance with
§771 of the German Code of Civil Procedure. Insofar as we suffer a loss because a third party fails to reimburse
the judicial and extrajudicial costs to be reimbursed to us in accordance with §771 of the
Civil Procedure Code, the buyer shall be liable.
7.4 Processing or remodelling of our goods by the Buyer shall take place exclusively for us.
In the event of processing with other goods not belonging to us, we shall be entitled to co-ownership of the new
the new item in the ratio of the final invoice amount of our reserved goods to the purchase price of the other
of the other processed goods at the time of processing. In all other respects, the provisions
the provisions relating to the reserved goods shall apply accordingly. The purchaser shall hold the sole or co-ownership for us.
for us.
7.5 The Buyer is authorised to resell our reserved goods in the ordinary course of business.
business operations. The Buyer hereby assigns to us in advance all claims against third parties arising from this
to us in advance in the amount of the respective invoice value (including VAT). Notwithstanding
the buyer remains authorised to collect the claims. Our
authorisation to collect the receivables shall not be affected by this. However, we shall only
only make use of this authorisation if the buyer does not fulfil his obligations to us and is in default of payment.
fulfil his obligations to us and is in default of payment. In this case, the buyer must inform us upon request of the assigned
assigned claims together with their debtors and provide us with all information and documents required for the collection of the claim.
information and documents required for the collection of the claim. At our special request
the buyer shall notify the relevant third-party debtors of the assignment to us.
7.6 The above assignment to secure our claims shall also include such claims which the purchaser
against a third party as a result of a connection of our reserved goods with a property.
property. The assignment provision shall also apply to the goods produced by processing or transformation.
goods.
7.7 We undertake, at the Buyer's request, to release securities which he has made available to us under this contract.
provided to us under this contract, to the extent that they are no longer required to secure our claims not only
temporarily no longer required to secure our claims, in particular to the extent that they exceed the value of our
and not yet repaid claims by more than 20%
8. Returns / cancellation by the buyer
8.1 Returns can only be accepted if we have given our written consent (approved credit note
(authorised credit note stating our invoice number) on our part.
The goods must be in perfect condition. Processing costs: 15% of the value of the goods. A
We do not accept returns of specially manufactured or ordered goods (special orders).
Any freight costs incurred are to be paid by the customer.
8.2 If the buyer cancels the order once it has been placed, for whatever reason, we shall be
entitled to demand 15 % of the lost order value, insofar as this concerns deliveries of equipment.
deliveries. In the case of plant construction, this is 20 % of the order value, which includes project planning costs and increased
and increased quotation costs are included. Any further claims by third parties, in particular by independent
sales partners or commercial agents are expressly reserved.
8.3 Hygiene articles are expressly excluded from exchange.
9 Warranty and liability
9.1 We assume warranty for our deliveries and services on the basis of the following provisions
the following provisions:
Equipment deliveries 24 months, 12 months in the case of commercial use, faultless operation
12 months, 6 months maintenance and faultless operation provided.
provided.
Instructions from operating instructions and user manuals must be followed at all times.
9.2 For not insignificant defects, which also include the absence of warranted characteristics
warranty at our discretion by rectification or replacement delivery, cancellation of the contract or
reduction of the purchase price. The customer shall authorise us to carry out all repairs or replacement deliveries that appear necessary.
the customer must give us the necessary time and opportunity to carry out all necessary repairs or replacement deliveries, otherwise we are
from liability for defects. Only in urgent cases where operational safety is jeopardised and
to prevent disproportionately large damage, in which case we must be notified immediately in writing, or
if we are in default with the rectification of the defect, the customer shall have the right to rectify the defect himself
defect himself or have it remedied by a third party and to demand reimbursement of the necessary costs from us.
from us.
Of the direct costs arising from the repair or replacement delivery, we shall bear
the costs of the replacement part including despatch as well as the reasonable costs of removal and
and installation, furthermore, if this can be reasonably demanded in the individual case,
the costs of any necessary provision of our fitters and assistants. Otherwise the
shall bear the costs. Spare parts shall become our property.
If the subsequent improvement or replacement delivery fails, we shall refuse to remedy a defect
defect or if we culpably allow a reasonable period of grace of at least 4 weeks for rectification or
or replacement delivery culpably elapse fruitlessly, the customer shall be entitled to a reduction of the purchase price.
purchase price.
The warranty claim shall lapse for devices and systems intended for rental.
9.3 Our statements in quotations, brochures and the like regarding the object of delivery and performance
the intended use etc. (e.g. dimensions, weights, functional values and the like) are descriptions or
descriptions or labelling, but not assurances of properties. Insignificant
deviations from samples or from earlier deliveries or other information, insofar as they do not impair the
do not significantly impair the contractually assumed functionality, do not justify any warranty claims.
warranty claims.
9.4 A defect for which we are responsible does not exist in the following cases in particular: Improper or other use of the delivery item than contractually intended; overloading (e.g. due to disturbed operating conditions); faulty assembly or commissioning by the customer or third parties; faulty or negligent handling (e.g. due to incorrect storage, improper installation); use of unsuitable operating materials; changes to the delivery item not approved by us, in particular through the installation of third-party components. incorrect storage, improper installation); use of unsuitable operating materials; modifications to the delivery item not approved by us, in particular through the installation of third-party components; inadequate on-site prerequisites and preparatory work; normal operational or product wear and tear as well as procedural, chemical, electrochemical or electrical influences, unless they are attributable to a fault on our part.
9.5 Our deliveries and services shall in any case be subject to the statutory duties of inspection and
and complaint obligations as well as the statutory limitation periods. If the dispatch, installation or
installation or commissioning is delayed through no fault of our own, the warranty shall expire
12 months after the transfer of risk at the latest. The warranty period for the replacement part and the rectification of defects is
warranty period shall be 3 months, but shall run at least until the expiry of the original
warranty period for the delivery item.
9.6 We may refuse to rectify defects as long as the customer fails to fulfil its obligations.
does not fulfil his obligations.
9.7 Any modifications or repair work carried out improperly by the customer or third parties without our prior
or repair work carried out improperly by the customer or third parties without our prior authorisation shall also
consequences arising therefrom.
9.8 In addition to the provision in the above clause 9.1, all further claims are excluded,
in particular claims for damages of any kind and for whatever legal reason, including those arising from
contract, positive breach of contract and unauthorised action are excluded.
are excluded.
The above liability provision shall also apply to our verbal and written advice and through
tests or in any other way; in particular, the customer is not released from the obligation to test the
suitability for the intended use.
9.9 In addition to 9.1 and 9.8, any liability for water damage in particular is excluded.
Dehumidifiers may have water containers or full bucket switches that have an auxiliary function.
function. The user must always ensure that they are functioning properly.
Such equipment is operated exclusively at the user's risk.
Air humidification systems must never be operated unattended,
Atomising nozzles must be used in such a way that no sensitive machines are set up or goods are placed underneath them.
or goods are placed under them. In the event of malfunctions or failure to carry out maintenance work
may result in moisture precipitation. At the installation site of the water treatment system, an
always provide an open floor drain.
10. Assembly, repair and service work
10.1 The assembly conditions of the Verein deutscher Maschinenbauanstalten e.V., Frankfurt am Main shall apply.
Main. The work shall be carried out in accordance with the quotation, all other work shall be carried out on
on the basis of the respective valid service rates of STIELOW GMBH.
11. Data storage
11.1 The customer agrees that data obtained in the course of the business relationship may be processed and stored
business relationships are processed and stored in accordance with the provisions of the Data Protection Act.
are processed and stored.
12 Place of fulfilment, place of jurisdiction and applicable law
12.1 The place of fulfilment for our deliveries and services is the place from which the delivery or service is provided.
is performed. The place of fulfilment for all payments (including by bill of exchange and cheque) is Frankfurt am Main
.
12.2 If the customer is a registered trader, a legal entity under public law or a special fund under public law, the place of
special fund under public law, the place of jurisdiction for all rights and obligations of both parties to the contract
from transactions of any kind in Frankfurt am Main. We shall also be entitled to bring an action before the courts
courts responsible for the customer's registered office.
12.3 The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the uniform
purchase laws.
Status January 2021
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