Terms and conditions

I. Scope of Application

The following General Delivery and Payment Terms apply exclusively to our offers, deliveries and services, including future business with customers, to the extent that differences are not specifically agreed upon. Any deviation brought forth by the customer’s terms of trading conditions will only be valid if expressly agreed upon in writing.

 

II. Offers and Orders, Cancellation

1. Our offers are non-binding and like catalogue data, illustrations and descriptions are noncommittal, they imply no particular warranty for condition or durability.

2. The minimum order value is 300 EUR per ordered position. For every call-off to so-called call-off orders or contracts, the minimum value per position is also 300 EUR. The customer is bound to their purchase order for four (4) weeks. The customer’s purchase order will be validated and considered accepted by means of our written order confirmation.

All other explanations and agreements, in particular promises of our coworkers, representatives and assistants, must be in written form to be considered valid.

3. If a customer requires adjustments to an offer or if technical drawings are requested, these are free of charge only if a purchase order is placed against these requests. In principle, the customer will be charged for all samples.

4. We can produce urgent order upon request. These Express Delivery Orders will be charged an additional 100 EUR per ordered position.

5. If details of a customer become apparent to us after conclusion of a contract, and we deem our interests to be in jeopardy, we reserve the right to cancel the contract.

6. The customer, being outside of the legal regulations, is not entitled to cancellation of contracts and will bear our cost of unauthorized return of goods at an overall cost of 100 EUR. The customer reserves the right to prove that no or substantially lower costs were incurred due to their cancellation.

7. The customer guarantees that documents containing order specifications and technical drawings are not protected by patent of a third party. We are not obligated to examine said documents for third party patent protection and will not be held liable for injuries to third parties. If such a situation should arise, under condition of paragraph number VII.4, the customer will exempt us from patent infringement and assume all related legal costs including necessary advances.

 

III. Prices, terms of payment, withholdings, set-off

1. Our prices are stated at net value (ex works) and do not include the additional cost of freight, dispatching, packaging, insurance nor the relevant value added tax pertinent to the date of invoice.

2. We calculate prices using our general price list that is valid on the date of purchase. If the customer wishes express freight service, the additional costs will be added to the invoice.

3. With delivery times of more than six (6) weeks, or by long term obligations in the form of term or call off contracts, we reserve the right to adjust the price of remaining quantities when our costs increase unexpectedly (i.e. wages, raw materials, auxiliary materials, energy) etc.

4. Our accounts receivable are due immediately. Payment is only fulfilled after the total invoice value is at our disposal. According to German civil Code § 366 Abs. 2 BGB. Unless specifically agreed upon, checks and bills of exchange are not acceptable means of payment. Bank discount and collection expenses are the responsibility of the customer.

5. The customer is entitled to payment set-offs or withholdings only if their claims are undisputed or determined to be valid. The supplier’s right of retention is limited to the respective and / or specific contract. Claims and counter claims from the same contractual relationship are exempt from setoff. The transfer of demands is not allowed.

6. In the case of German civil code § 321 BGB, all open claims are due for immediate payment, and all deferred payment agreements are revoked.

IV. Deliveries, delivery dates

1. A delivery date begins when the written order confirmation is dispatched. Our delivery obligation is met when we inform the customer that the order is ready for pick up or when the order is shipped on or before the confirmed delivery date. Delivery dates may be extended due to delays in clarifying technical details, customers delay in providing documentation, approvals, releases and materials, as well as delay in receipt of any pre negotiated advanced payments. Delays may also occur due to labor disputes, in particular strikes and lockouts, as well as the occurrence of unexpected obstacles that lie outside of our control (i.e. operational disturbances, delays in material supplies), and are valid to the extent that these obstacles can be proven to have caused the delay in delivery. Delivery delays caused by external obstacles will remain in effect until said obstacles can be removed or resolved. This also holds true when our supplier short ships ordered materials. We cannot be held accountable for the aforementioned circumstances even if they occur during an already existing delivery delay. We will notify the customer as soon as possible when such delays occur and again when it has ended.

2. Partial deliveries are permissible as long as they are within the stated delivery time frame and they create no disadvantage for us.

3. Unless otherwise agreed upon, call off orders and/or contracts must be dispatched within six (6) months.  After six (6) months the quantities that have not been dispatched will be sent to the customer and billed.

4. We reserve the right to make changes in the construction, form or other aspects of an article due to improved technology and / or when mandated by law, so long as the commodity is not substantially changed and that these changes are reasonable for the customer.

5. Due to manufacturing requirements, the production of orders for special made items may run slightly under or over the ordered quantity. If over production occurs, a reasonable quantity of these items will be delivered and invoiced.

6. We assume responsibility for insurance against transport damages only in cases where the customer has expressly asked us to do so, and will use our discretion for invoicing these costs as cheaply as possible.

V. Acceptance and passage of risk

1. Unless delayed through no fault of their own, the customer is obligated to open deliveries, inspect items and report deficiencies within ten (10) days from receipt of shipment. Any discrepancies between actual shipments and their accompanying shipping documents and/or invoices must be brought to our attention immediately in written form. Unless otherwise agreed upon, the customer assumes the risk of ordered items when they are transferred within our company, or at latest when they leave our premises.

2. If the customer, either deliberately or through gross negligence, fails to take title of an order within ten (10) days of announced completion, we are entitled, after allowing an additional ten days to pass, to withdraw from the contract and charge a compensation fee for damages at an overall value of 1% of the invoice value for each month that has begun, but will, however, not exceed more than 15 % of the amount invoiced. The customer has a right to claim lower or no damages were incurred, alternatively, it is our right to prove and collect if damages were higher. Setting a grace period is not necessary, if the customer seriously or flatly refuses, or is blatantly unable to make payment of the purchase price within the allotted time period.

3. If a customer refuses to take custody of the commodity, then the risk of accidental loss or accidental degradation of the goods falls upon the customer at the time of refusal, or at latest according to legal regulations. In such cases, we are entitled to receive payment for damage at an overall value of 20% of the invoice value. The customer has a right to claim lower or no damages were incurred, alternatively, it is our right to prove and collect if damages were higher.

4. Dispatching of the commodity occurs through the customer’s request, at their cost and risk. The mode of shipment is at our discretion.

 

VI. Retention of title

1. Until the purchase price has been paid in full and all past and future deliveries of goods within the business relationship have been paid - including all ancillary claims - (in the case of payment by check or bill of exchange until the check or bill of exchange has been cashed), the delivered goods (goods subject of reservation) remain our property. Until then, the customer is not entitled to pledge the goods to third parties or to assign them as security.

2. However, the customer is entitled to use the goods subject of reservation and to resell them in the ordinary course of business as long as he is not in default of his payment obligations. The customer assigns the claims arising from the sale to his business partners to us by way of security. We accept the assignment.

3. If the customer acts against us or violates the contract, in particular if he is in default with his payment obligations, we can demand that the buyer discloses the assigned claims and the respective debtors, informs the respective debtors of the assignment and hands over all documents and all details to us that provide information that we need to assert the claims.

4. The customer must notify us immediately of any access by third parties to the reserved goods delivered under retention of title.

5. Any return of reserved goods only takes place as a precaution; there is then no withdrawal from the contract, even if partial payments were subsequently permitted.

6. If the realizable value of the goods subject of reservation exceeds 120% of the claim to be secured, we commit to release the goods.

7. In the case of § 321 BGB, we are entitled to request the return of reserved goods at the customer's expense.

8. We are also entitled to insure reserved goods against theft, breakage, fire, water and other damage at the expense of the contractual partner, unless the customer can provide evidence of such insurance and the value of the goods exceeds EUR 10,000.

 

VII. Warranty and liability

1. The delivered products comply with DIN 13942. Deviations from this require a written agreement to be effective.

2. Claims for liability fall under a statute of limitation of one (1) year starting from the passage of risk. Supplied commodities are considered accepted if obvious deficiencies are not reported within ten (10) workdays, and other deficiencies within one (1) year. In all other aspects, German civil code §§ 377,378 BGB, remain unaffected. Used items are no longer under warranty.

3. In the case of complaints, the customer will be given the opportunity to demonstrate deficiencies of the item in question. If requested, the customer must provide the shipment in question or a portion thereof to demonstrate these deficiencies. If the complaint is justified, and lies within the prescribed grace period, the customer is entitled to a reasonable solution to ensure their own interests. If the prescribed solution proves to be unreasonable for the customer, then the customer may demand cancellation of the contract or a reduction of payment. Our warranty does not entitle the customer to receive payment for damages.

4. If only a portion of the supplied goods are defective, warranty claims are limited to the defective portion of the delivery, unless this limitation is impossible or unreasonable for the customer. Purchased parts and components are subject to a comprehensive, certified quality control at our goods receipt. The possible installation of defective parts is only done in good faith.

5. If damages are caused to a third party by an item that our customer has supplied, our customer releases us from liability as far as legal or contractual regulations require, even if such requirements cannot be enforced against the customer because the statute of limitation has expired. The costs for prosecution and recall actions are also considered damages.

6. We are excluded from all liability, except by breach of contractual obligations, unless these damages inflict bodily injury. We will only to be held liable for direct losses in cases of negligence, which are foreseeable and typical for this type of contract, caused by us or our co-workers.

 

VIII. Continuous contracts, duration of contract and termination

1. Unless otherwise agreed upon, continuous contracts begin when they are signed and are valid for one (1) year. Continuous contracts will automatically and without extra notification be extended for an additional year, unless written notification of contract termination is submitted by one of the parties at least two (2) months prior to contract end date. After the first contract year has expired, we reserve the right to terminate the extended contract after notifying the customer at least three (3) month in advance.

2. Under compelling circumstances we reserve the right to terminate all contracts immediately and without prior notice. One important factor, among others, that would provoke immediate contract termination is the notification that the customer has entered into bankruptcy proceedings that could endanger the suppliers (our) capital or in cases of payments being delayed by one (1) month or more.

 

IX. Place of fulfillment, place of jurisdiction, choice of jurisdiction

1. Place of fulfillment for deliveries and payment is Helmbrechts, Germany.

2. All disputes resulting from disagreements to contractual relationships will be brought before Landgericht München I (Regional Court I, Munich), Germany. We are also entitled to raise a complaint in the customer’s judicial district

3. The court of German law takes precedence over deliveries of international purchases, even if the customer’s headquarters are abroad.

4. This is an English translation of our “Allgemeine Verkaufs- und Lieferbedingungen der Schleif­scheibenfabrik Alfons Schmeier GmbH & Co. KG, Helmbrechts“. If legal action is taken, only the German version of these General Sales and Delivery Terms are relevant.

X. Miscellaneous

1. Transference of the customer’s rights and obligations under contractual agreement require our written consent before being considered valid.

2. If one regulation should or will become invalid, the validity of all regulations remains intact.

3. The data arising in connection with the contractual relationship may be stored by us, § 26 para. 1 BDSG. We refer to our privacy policy.

 

Effective date March 2023