SUTCO Recyclingtechnik GmbH

§1 General

The following terms and conditions apply to all offers, deliveries and services. Deviating terms and conditions of Customer shall not be binding unless explicitly consented by us in writing.
The documents such as figures, drawings, weight and dimension specifications included in the offer shall only be approximate values unless they are explicitly designated as binding. We reserve the right of ownership and copyright to all offer documents; they shall not be disclosed to third parties.
Our offers are unbinding. Conclusions, other agreements and representations shall only be binding upon our written acknowledgement save that both parties sign a contractual document.
If a delivery agreement includes several documents, the following priority shall apply in case of contradictions:
1. Our order confirmation with all supplements
2. Drawings
1. Detail drawings
2. Overview drawings
3. Standard sheets
3. Specifications
4. These General Delivery Terms and Conditions

§2 Prices and payment

Unless otherwise agreed, these prices shall be valid ex factory including loading but excluding packing. In case of domestic deliveries and services the prices are understood plus value-added tax valid at the time of invoicing. If, in case of foreign business, the goods remain in the home country or an export is not proven, we shall be entitled to bill the value-added tax of the legal amount and other costs late. Customer shall bear all taxes, charges and other duties imposed outside the Federal Republic of Germany.
A substantial change in important cost factors such as cost for wages, raw materials or trade occurs between the conclusion of the agreement and the date of delivery, the agreed price may be adjusted reasonably on the basis of the influence of the major cost factors.
Unless explicitly otherwise agreed, payments shall be due within 30 days after the invoice date net cash and without any costs. In case of late payments, interests amounting to 4% above the respective discount rate of the Deutsche Bundesbank will be billed. Possibly approved price reductions or discounts shall be null and void in case of delayed payments.
Possible payments by bills which we accept only after an explicit agreement and for the sake of payments, do not grant a claim for discount.
If situations resulting in a considerable deterioration of the asset situation after the conclusion of the agreement or payment agreements or terms are not complied with, we shall be entitled to call due or our claims including bill claims this agreement.
If Customer is in payment default, we shall be entitled to take back the goods, enter the customer’s premises if necessary and to remove the goods. A removal shall not be a withdrawal from the agreement. In the cases mentioned above we shall further be entitled to perform outstanding deliveries only against advance payment. Customer may avoid these legal consequences by providing a security amounting to our endangered payment claim.
Customer waives the assertion of a retention right of the current agreement as well as from earlier and other businesses. An offset of counterclaims shall not be allowed unless they have been recognized by us or by the courts.
If we advise readiness of shipment of the goods and this readiness is not before the agreed date, we shall be entitled to bill our service. In case of readiness for shipment before the agreed date the payment term shall start at the time of the contractually agreed date.

§3 Delivery times, delivery delays

The agreed delivery time shall start with the dispatch of the order confirmation and shall only apply on the condition of a clarification of all details of the agreement and the fulfilment of all customer’s obligations in time. Another requirement for the start of the delivery time is that the agreed payment is received by us in time. Delivery times shall be deemed complied with if the goods have left the factory by its expiration or readiness of delivery has been reported.
The time of delivery shall extend reasonably in case of unforeseeable events which affect us or our suppliers and we could not avoid according to the circumstances of the case with all reasonable care and affects our obligations considerably. This shall in particular include war, official interventions, operational faults, labour disputes and delays in the delivery of operating materials or raw materials. If, due to the impediment, the delivery is impossible or inappropriate for us, we may withdraw from the agreement. We commit ourselves to inform Customer immediately if an unexpected event occurs.
In case of an extension of the delivery time according to para. 2, Customer may withdraw from the agreement if an acceptance is not appropriate for him because of the delay. Furthermore, Customer may withdraw from the contract if the delivery of the goods is impossible for reasons we are responsible for or, after we have been in delay, Customer provides a reasonable extension of time indicating that he will refuse the goods after an unsuccessful expiration of the time. The right to withdraw granted to Customer shall basically apply to the part of the agreement not executed if the partial service provided for Customer can be used.
If the delivery is delayed for reasons customer is responsible for we shall be entitled to store the goods at our discretion at Customer’s costs, take all measures for the preservation of the goods at our discretion and bill the goods as delivered.

§4 Transfer of risk, dispatch

As soon as the goods are dispatched, the risk shall be transferred to customer even if we accepted other services such as the shipment costs or an export.
In case of delivery free destination our services shall not include the unloading and the removal of the package material.
We shall be entitled to partial deliveries.
If shipment is delayed by circumstances Customer is responsible for, the risk shall be transferred to him from the day of readiness for shipment.
If the goods have minor defects, Customer shall accept them regardless of the rights specified in § 6.
If the agreement specifies an acceptance, a report shall be prepared on the last day of acceptance and signed by the parties. Minor defects shall not entitle Customer to refuse an acceptance. If the agreement provides for an acceptance of the goods prior to shipment, we will notify Customer of the acceptance date in time. If Customer is in default of the acceptance date for reason he is responsible for, the goods shall be deemed accepted.

§5 Reservation of ownership

The delivered goods shall remain our property until all claims from the business relations with Customer have been met (reserved goods). This shall also apply to future and conditional claims.
The handling and processing of the reserved goods shall be done by us as manufacturer pursuant to § 950 BGB [German Civil Code] without any commitment by us. The goods handled and processed shall be reserved goods pursuant item 1. In case the reserved goods are processed or integrated with other goods by Customer we shall be entitled to an ownership of the new item in relation of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership expires by a connection, mixture or processing, Customer shall transfer the property and reversionary interests he is entitled to the inventory or the item to the extent of the invoice value of the reserved goods already now. He shall store them for us without any costs. The co-ownership rights shall be deemed reserved goods.
Customer shall only be entitled to sell the reserved goods or dispose of them otherwise if he bought from us as a re-seller as long as further sale is done in the course of his usual business on normal business conditions and under a reservation of title and is not in default. Also, the use of the reserved goods for executing contracts of manufacture and work performance contracts should be regarded as re-sale.
Customer shall assign to us all claims arising from a re-sale of the reserved goods.. If the reserved goods are re-sold by Customer together with other goods, the claim from a re-sale shall be assigned in relation of the invoice value of the reserved goods to the invoice value of the other goods. In case of a re-sale of goods for which we have co-ownership, a claim part corresponding to our co-ownership portion is assigned to us.
Customer is revocably entitled to collect accounts receivable from a re-sale. If Customer does not meet his payment obligations properly, the collection authority may be cancelled. On our request he shall inform his customers from the assignment to us - if this is not done by us ourselves - and provide the information and documents required for a collection for us without any costs.
In case of execution or other infringements of our rights by third parties Customer shall expressly point out the reservation of ownership and inform us immediately.
If the value of the existing securities exceeds our claims by more than 20% in total, we shall release securities at our discretion on Customer's request.
As far the validity of the reservation of ownership is connected with special requirements outside the Federal Republic of Germany, Customer shall take care that a corresponding security is granted to us.

§6 Defects in the goods, warranty

Complaints about defects, shortages or wrong deliveries must be reported to us in writing at least 8 days after acceptance or reception of the goods or at least 8 days after the detection of such defects, shortages or wrong deliveries in case of hidden defects. Transport damage shall be recorded on the delivery note immediately. After the execution of an agreed acceptance a complaint of defects which can be detected during the acceptance shall be excluded.
We shall provide our warranty by reworking the respective part at our discretion and our choice or replace them if it is defect because of a condition which existed before the transfer of risk. Replaced parts shall become our property.
The warranty period shall start with the notification of readiness of shipment or if such an notification is not made on the day of shipment. If an acceptance has been agreed, this acceptance shall be mandatory for the start of the period.
After an agreement with us Customer shall provide the required time and opportunity for performing all reworks and substitute deliveries seeming necessary at our discretion. Customer shall be entitled to eliminate the defect himself or have the defect eliminated by third parties and to claim required costs as a reimbursement from us in urgent cases of endangering the operational safety and for the avoidance of unreasonably high damage or if we are default with an elimination of the defect. In this case we must be informed immediately.
We shall eliminate defects on machines or units caused by mounting and material faults without any billing as far as this can be claimed according to the situation of an individual case. If we meet our warranty obligations by a substitute delivery, we shall bear the costs immediately incurring including the costs for the shipment as well as the reasonable costs for an installation and removal. As for the rest, Customer shall bear the costs, in particular for possible assistance, the provision of equipment etc.
In case of defects to delivered wearing or spare parts we shall bear the immediate costs of the replacement generated by the rework or the substitute delivery including the shipment. Customer shall bear all other costs.
For the replacement and the rework the warranty period is 3 months; this period expires after the original warranty period for the delivered item.
If we are responsible for a non-compliance with the extended time provided for us for a rework or a substitute delivery, Customer may withdraw from the agreement.

§7 Liability

Customer’s damages from the violation of the contractual or extra-contractual obligations exceeding the obligations in these Terms and Conditions, in particular claims for a reimbursement of lost profit or subsequent damage shall be excluded. This exclusion of liability shall not apply to gross faults by us or gross faults by our executives or agents. In case of missing warranted qualities we shall further be liable to damages even in case of simple negligence if the warranty was granted to safeguard Customer against the damage occurred. For gross negligence the liability shall be limited to the replacement of the damage which could be foreseen at the time of conclusion of the agreement.
Independently of item 1 we shall be liable to Customer to an extent for which the existing Employer’s Liability Insurance provides compensation. The Employer’s Liability Insurance is based on the “General Liability Conditions” (AHB).
Claims according to the Product Liability Act shall not be affected.

§8 Place of performance, place of jurisdiction, applicable law

Bergisch Gladbach shall be the place of performance for all liabilities from this agreement.
Bergisch Gladbach shall be the place of jurisdiction for all disputes from the relationships between us and Customer – even for suits upon a bill or check-based summary actions if Customer a general merchant, a legal person under public law or public special assets or has no general domestic place of jurisdiction. We shall also be entitled to take action at Customer’s domicile.
The contractual relations shall exclusively be subject to the law of the Federal Republic of Germany.
If individual provisions in these conditions are ineffective or become ineffective, this shall not affect the validity of the rest of the agreement. The parties shall replace an ineffective provision by another provision as closely to the economic success as possible.

General delivery conditions