General Terms and Conditions
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
The General Terms and Conditions of Purchase of STIELOW GMBH apply to purchases
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