General terms and conditions
§ 1 Scope of application
1.1 The deliveries and services of stanoc GmbH are exclusively subject to the following general terms and conditions. They refer to all material and services of stanoc GmbH.
1.2 Contradictory or from our general terms and conditions deviating conditions of the customer are not recognized by stanoc GmbH, unless stanoc GmbH has expressly agreed to their validity in writing. Changes and additions to the contract must be made in writing. Our general terms and conditions shall also apply if stanoc GmbH carries out the delivery or service without reservation in the knowledge of conflicting or deviating conditions of the customer. Promises and additional agreements require written confirmation by stanoc GmbH.
§ 2 Offer and Conclusion
2.1 The offers of stanoc GmbH are always subject to change and non-binding. A contract shall only be concluded with the written order confirmation by stanoc GmbH, at the latest, however, with the acceptance of the delivery or service by the customer.
2.2 stanoc GmbH is entitled to withdraw from contracts if facts occur which show that the customer is not creditworthy.
§ 3 Delivery and Service
3.1 stanoc GmbH shall only be bound to delivery dates if stanoc GmbH has expressly designated them as binding in writing. Agreed delivery dates shall be deemed to have been met if the contractual product has been handed over to the carrier on the agreed delivery date, unless otherwise expressly agreed.
3.2 The expiry of certain delivery dates shall not release the customer who wishes to withdraw from the contract or claim damages for non-performance from setting a reasonable grace period.
3.3 stanoc GmbH expressly reserves the right to make reasonable partial deliveries within the specified delivery dates and to invoice them, provided that this does not result in disadvantages for the use of the goods.
3.4 If the impossibility of delivery is based on the inability of the manufacturer, both contracting parties may withdraw from the contract if the agreed delivery date is exceeded by more than three months.
3.5 stanoc GmbH shall not be responsible for delay or impossibility of delivery, provided that stanoc GmbH or its vicarious agents are not at fault. The occurrence of force majeure or other unforeseeable circumstances beyond the control of stanoc GmbH, such as governmental measures, non-issuance of official permits, labor disputes of any kind, sabotage, shortage of raw materials, delayed deliveries of materials through no fault of stanoc GmbH, by which stanoc GmbH is hindered in the fulfillment of its obligations, shall reasonably extend the delivery period even within the delay. Such a delay of more than three months duration entitles the customer to withdraw from the contract.
3.6 stanoc GmbH reserves the right to withdraw from the contract if the delay in delivery caused by one of the above mentioned events lasts longer than six weeks and stanoc GmbH is not responsible for this. If the delivery becomes impossible or unreasonable due to the above mentioned events, stanoc GmbH shall be released from its obligation.
3.7 Claims for damages of the customer in case of delay or impossibility for which stanoc GmbH is not responsible are excluded. A claim of the customer for damages due to delay in delivery is excluded in case of ordinary negligence, otherwise the liability is limited to the amount of the foreseeable damage, but not more than 5% of the delivery value. This limitation of liability shall not apply in the event of gross negligence or intent on the part of the Seller.
§ 4 Shipment and risk transfer
4.1 In principle, shipment shall be at the expense of the customer. At the customer’s request and expense, the delivery can be insured against breakage, transport and fire damage.
4.2 The customer shall inspect the goods immediately upon receipt for completeness and conformity according to the delivery bill and invoice. If a complaint is not made within six days, the goods shall be deemed to have been properly and completely delivered, unless the defect was not recognizable during the inspection.
4.3 Insignificant defects which do not impair the functionality of the delivery item shall not entitle the customer to refuse acceptance.
4.4 The risk of loss or damage of the goods shall pass to the customer upon handover of the same to the carrier, its agent or other persons designated by stanoc GmbH. If the shipment is delayed or becomes impossible through no fault of stanoc GmbH, the risk shall pass to the customer upon notification of readiness for shipment. The provisions of
4.1. shall also apply in case of return shipments after removal of defects or service against payment to the customer.
§ 5 Terms of payment
5.1 The purchase price and the charges for ancillary services shall be due for payment without deduction upon handover of the delivery item. Deviating agreements require written confirmation by stanoc GmbH.
5.2 Cheques and bills of exchange shall only be considered as payment after they have been honoured. The acceptance of bills of exchange always requires a prior written agreement with stanoc GmbH. If bills of exchange are accepted, the bank discount and collection charges shall be charged. They are to be paid immediately in cash.
5.3 We charge interest on arrears to merchants at 8% above the respective base interest rate of the European Central Bank, to consumers at 5% above the respective base interest rate of the European Central Bank. They shall be set higher or lower if stanoc GmbH proves a charge with a higher interest rate or if the customer proves a lower charge.
5.4 If the customer is in default of payment, stanoc GmbH is entitled to charge reminder costs. These amount to EUR 5,00; EUR 7,50 and EUR 10,00 depending on the reminder level (1,2 or 3).
5.5 If the customer is a merchant, a legal entity under public law or a special fund under public law, the withholding of payments due to any counterclaims of the customer not recognized by stanoc GmbH shall not be admissible.
counterclaims of the customer not recognized by stanoc GmbH, as well as offsetting against such claims. Otherwise, offsetting shall only be permissible with such claims that are undisputed or have been legally established.
5.6 stanoc GmbH reserves the right to increase the price appropriately if after conclusion of the contract cost increases – in particular due to price increases on the part of suppliers or due to
exchange rate fluctuations – occur at stanoc GmbH. stanoc GmbH will prove these to the customer upon request.
§ 6 Retention of Title
6.1 stanoc GmbH reserves the right of ownership of the delivered goods until the complete payment of the purchase price.
6.2 In case of breach of contract by the customer, especially in case of default of payment, stanoc GmbH shall be entitled to take back the goods after a reminder and the customer shall be obliged to surrender the goods.
6.3 The assertion of the retention of title as well as the seizure of the delivery items by stanoc GmbH shall not be considered as a withdrawal from the contract, unless the provisions regarding consumer contracts apply or this is expressly declared in writing by stanoc GmbH. In case of use towards merchants, a legal entity under public law or a special fund under public law, the following shall apply in addition:
6.4 The Seller shall retain title to the goods until all claims of the Seller against the Purchaser arising from the business relationship, including future claims also arising from contracts concluded at the same time or later, have been settled. This shall also apply if individual or all claims of the Seller have been included in a current account and the balance has been struck and accepted.
6.5 The processing or transformation of the goods by the customer shall always be carried out for stanoc GmbH. If the delivery items are processed with other items not belonging to stanoc GmbH, stanoc GmbH shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other processed items at the time of processing.
6.6 If the delivery items are inseparably mixed with other items not belonging to stanoc GmbH, stanoc GmbH shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other mixed items. The customer shall keep the co-ownership for stanoc GmbH.
6.7 The customer may neither pledge the delivery items nor assign them as security. In case of seizure, confiscation or other dispositions by third parties, the customer shall notify stanoc GmbH immediately and provide stanoc GmbH with all information and documents required to protect our rights. Enforcement officers or a third party are to be informed of our ownership.
6.8 stanoc GmbH undertakes to release the securities to which it is entitled at the request of the customer to the extent that the value exceeds the claims to be secured by more than 20%, insofar as these have not yet been settled.
§ 7 Warranty
7.1 stanoc GmbH warrants that the contractual products are free from material defects.
Insignificant deviations from the performance description shall not be considered as defects. The technical data and descriptions in the product information alone do not constitute a warranty of a certain quality. An agreed quality requires written confirmation by stanoc GmbH. The contractual products are manufactured with due diligence. The parties are aware, however, that according to the state of the art it is not possible to exclude errors of the software under all application conditions.
7.2 The delivered goods shall be inspected by the customer upon arrival for defects, agreed quality and quantity deviations. Notification of defects is only permissible within one week in the case of obvious defects. The notification must be made in writing. The date of delivery and the date of receipt of the letter of complaint shall be decisive for the calculation of the period.
7.3 In case of a justified notice of defect, stanoc GmbH shall have the choice of subsequent performance. If subsequent performance is impossible or has been refused by stanoc GmbH despite setting a reasonable deadline, the customer shall be entitled to withdraw from the contract or reduce the purchase price.
7.4 In case of improperly performed modifications and repair works by the customer, stanoc GmbH shall not be liable for any consequences resulting therefrom.
7.5 If the goods lack an agreed quality at the time of the transfer of risk, the customer shall be entitled to withdraw from the contract. The customer may only claim damages for non-performance if the purpose of the warranty of quality is to protect the customer against this. Any claims for damages by the customer arising from culpa in contrahendo, breach of ancillary contractual obligations, consequential damages or consequential harm caused by a defect, in particular also due to loss of recorded data, shall be excluded unless they are based on intent or gross negligence on the part of stanoc GmbH.
7.6 Excluded from the warranty are in particular defects or damages that are due to: Operational wear and tear and normal wear and tear, improper use, operating errors, operation with the wrong type of current or voltage, fire, lightning, explosion, moisture of any kind. The warranty shall also not apply if serial numbers, type designations or similar marks are removed or made illegible. 7.7 The warranty services shall always apply ex warehouse Landstuhl. All costs and risks of shipment or collection shall be borne by the customer.
7.8 If the examination of the notice of defects shows that a warranty case does not exist, stanoc GmbH shall be entitled to demand reimbursement of all expenses. Costs of inspection and repair shall be charged by stanoc GmbH at the respective valid service prices.
7.9 The warranty period is 12 months for merchants, 24 months for consumer goods. Warranty claims are not transferable. Deviating agreements require written confirmation by stanoc GmbH.
confirmation by stanoc GmbH.
§ 8 Liability
8.1 As far as nothing else results from these regulations, further claims of the customer – no matter for which legal reasons – are excluded. Therefore, stanoc GmbH shall not be liable for damages that have not occurred to the delivery item itself; in particular, stanoc GmbH shall not be liable for lost profits or other financial losses of the customer. The exclusion shall also apply in particular to claims for culpa in contrahendo, breach of collateral duties and producer’s liability pursuant to § 823 BGB.
8.2 This exclusion of liability shall not apply if the breach of duty is based on intent or gross negligence, unless the breach of duty is based on the breach of a cardinal duty. Furthermore, it shall not apply if the customer asserts claims for damages due to non-performance because of the absence of a warranty of a quality including the risk of consequential damages (cf. clause 7.5).
8.3 If stanoc GmbH negligently breaches a material contractual obligation, the liability of stanoc GmbH to pay compensation for property damage and personal injury shall be limited to the compensation provided by its product liability insurance. The obligation to pay compensation shall in any case be limited to the damage foreseeable at the time of the conclusion of the contract.
8.4 The above exclusions and limitations of liability shall not apply to claims under the Product Liability Act or due to initial incapacity or impossibility for which stanoc GmbH is responsible. Insofar as liability is excluded or limited, this shall also apply to the personal liability of our employees, representatives and vicarious agents.
§ 9 Software use
9.1 The customer shall receive the right to use the software programs purchased by him. The copyright is entitled to the respective manufacturer. In the case of contract developments by stanoc GmbH, regulations deviating from this require the written form.
9.2 stanoc GmbH does not assume liability that the contractual products do not violate any industrial property rights or copyrights of third parties. The customer has to inform stanoc GmbH immediately of all claims raised against him for this reason.
§ 10 Export and Import Licenses
10.1 Products and technical know-how delivered by stanoc GmbH are intended for use and to remain in the country
the country of delivery agreed upon with the customer. The re-export of contractual products – individually or in system-integrated form – is subject to approval by the customer and is in principle subject to the
foreign trade regulations of the Federal Republic of Germany or the other country of delivery agreed with the customer. The customer must independently inquire about these regulations according to German regulations at the Federal Export Office.
10.2 Any onward delivery of contractual products by the customer to third parties, with or without the knowledge of stanoc GmbH, requires at the same time the transfer of the export permit conditions. The customer shall be liable for the
for the proper observance of these conditions vis-à-vis stanoc GmbH.
§ 11 EC import turnover tax
11.1 Insofar as the customer is domiciled outside of Germany, the customer shall be obligated to comply with the import turnover tax regulations of the European Union. This includes in particular the disclosure of the sales tax identification number to stanoc GmbH without separate request.
11.2 The customer is obligated to reimburse stanoc GmbH for any expenses – in particular a handling fee – resulting from insufficient or incorrect information of the customer regarding the import VAT.
11.3 Any liability of stanoc GmbH arising from the consequences of the information provided by the customer regarding the import sales tax or the relevant data is excluded, unless there is intent or gross negligence on the part of stanoc GmbH.
gross negligence on the part of stanoc GmbH.
§ 12 Place of Performance and Jurisdiction
12.1 The place of performance shall be the business premises of stanoc GmbH in Rheine.
12.2 In the event of any disputes arising from the contractual relationship, if the customer is a registered merchant, a legal entity under public law or a special fund under public law, legal action shall be brought before the
stanoc GmbH shall also be entitled to take legal action at the customer’s principal place of business.
12.3 German law shall apply exclusively to the exclusion of the laws on the international purchase of movable goods, even if the customer has his registered office abroad.
§ 13 Miscellaneous
13.1 Transfers of rights and obligations of the customer from the contract concluded with stanoc GmbH require our written consent to become effective. This shall also apply to the waiver of the written form requirement.
13.2 Should any provision be or become void, the validity of the other provisions shall remain unaffected.