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General Terms and Conditions * STBS Bausysteme GmbH & Co. KG
I. Scope and conclusion of contract
1. a) The following General Terms and Conditions apply to all transactions between STBS Bausysteme GmbH & Co. KG and its customers who are entrepreneurs.
2. b) Entrepreneurs within the meaning of these General Terms and Conditions of Business are natural or legal persons or partnerships with legal capacity who, when concluding a legal transaction, act in the exercise of their commercial or independent professional activity.
c) These General Terms and Conditions also apply to all future transactions between STBS Bausysteme GmbH & Co. KG and its aforementioned customers, insofar as legal transactions of a similar nature are involved.
3. At this point, the customer's own conditions are expressly contradicted. This also applies to future business transactions. Accordingly, the General Terms and Conditions of STBS Bausysteme GmbH & Co. KG shall apply. This also applies if the buyer refers to deviating own conditions in a letter.
4. Deviating agreements are only binding if they have been confirmed in writing by STBS Bausysteme GmbH & Co. KG have been confirmed in writing. Such deviations apply exclusively to the transaction for which they were agreed. 5.
5. With an order for goods, the buyer bindingly declares that he wishes to purchase the ordered goods. The customer is bound to his order for one week, calculated from the receipt of the order by STBS Bausysteme GmbH & Co. KG. There is no separate confirmation of receipt of the order even in the case of orders in electronic business transactions.
6. The conclusion of the contract is subject to the correct and timely delivery by our suppliers. This only applies in the event that STBS is not responsible for the non-delivery, in particular in the event of the conclusion of a similar covering transaction with our supplier. The customer will be informed about the non-availability of the service without delay. The consideration will be refunded immediately.
1. Our offers are subject to change without notice, unless otherwise agreed in writing.
2. It is possible that due to technical progress, changes in production or changes in work processes in the production of our suppliers, technical changes may occur in the goods delivered by us. We reserve the right to make such changes insofar as the technical deviation from the ordered goods is insignificant.
3. Advice, information or recommendations by STBS or its employees shall only be binding upon their written confirmation. Due to the diversity of applications, structural situations and installation conditions, not all varieties and possible uses can be checked in advance. Furthermore, the products supplied or offered also interact with a large number of different building materials and installation components.
4. Our information does not release the contractual partners from the obligation to question the respective application and installation situation of the delivered and/or requested products by their own examination, to check the permanent functional capability of the products, measured against the respective application and to ensure the intended function during installation and in the later installation state with appropriate caution, if necessary also by a prior installation test.
5. binding orders accepted by employees of STBS Bausysteme GmbH & Co. KG, whether placed by telephone, by means of electronic data transmission ("e-mail"), by fax or in writing, shall only be deemed accepted when the order has been confirmed by us in writing.
1. The agreed prices are in euros and are net ex our works in Bickenbach or Gernsheim, without installation or other ancillary services. Any necessary delivery, transport or packaging costs as well as the value added tax and import and export duties applicable at the time of invoicing shall be added. In the case of repeat orders, the prices of the first order shall only apply after separate agreement. If the parties have not reached an agreement on the remuneration of a service of STBS Bausysteme GmbH & Co. KG, the provision of which the customer could only expect according to the circumstances against remuneration, the customer must pay the usual remuneration for this service. In case of doubt, the price lists and remuneration rates requested by STBS are deemed to be customary.
2. If no express fixed price agreement has been made, reasonable price increases due to changed wage, material or distribution costs are reserved for such deliveries which take place 2 months or later after conclusion of the contract. In the case of orders on call, the period between the order and the call is decisive for the calculation of this period. 3. Sales or other discounts promised by STBS are valid for a maximum period of one month after the promise has been made, unless otherwise agreed in writing with the buyer.
1. We shall endeavour to comply with the performance and delivery deadlines stated by us. Without a corresponding written guarantee, however, our specifications are non-binding. Furthermore, they are subject to the timely, sufficient and proper delivery by our own suppliers.
2. Changes to the order shall result in the cancellation of agreed dates and deadlines, unless a new date has been agreed in writing. This shall also apply if the changes are withdrawn again. The buyer has to bear the costs arising from the request for changes.
3. In the event of force majeure, delivery and performance deadlines (e.g. strike or lockout of suppliers) and all other circumstances for which we are not responsible shall be extended by a reasonable period.
4. The delivery deadline shall also be deemed to have been met if the delivery item is not called off immediately after notification of readiness for dispatch, at the latest after 14 days. If the delivery is delayed due to circumstances for which the purchaser is responsible, he will be charged the storage costs incurred by STBS Bausysteme GmbH & Co. KG or third parties will be charged. At the same time, the storage risk is transferred to the buyer. After fruitless expiry of a reasonable period of grace, we are entitled to dispose otherwise of the delivery item and to supply the buyer with a reasonable extension of the deadline. If the buyer remains in arrears with the acceptance or provision of the shipping address for longer than 2 weeks after notification of the provision, STBS Bausysteme GmbH & Co. KG is entitled, at our discretion, to withdraw from the contract or to demand compensation instead of performance in the amount of 25 % of the agreed price of the goods plus the respective applicable value added tax after setting a grace period of 2 weeks.
5. Dispatch shall be effected at our best discretion and without guarantee for the cheapest and fastest way. Unless otherwise agreed, the goods shall be shipped uninsured. The transport risk shall pass to the customer when the goods are handed over to the forwarding agent or carrier. We deliver in customary packaging; any special packaging required shall be at the expense of the buyer. Packaging will only be taken back and reimbursed after a separate written agreement has been made. We are entitled, but not obliged, to insure the goods at the buyer's expense. Freight and free shipment shall only be effected after special written agreement. Individual agreements remain unaffected by the above provision. Freight-free prices are subject to the condition of unhindered traffic.
6. 6 weeks after exceeding a non-binding delivery date or a non-binding delivery period, the purchaser can request STBS Bausysteme GmbH & Co. KG to deliver within a reasonable period of time. With this reminder STBS Bausysteme GmbH & Co. KG is in default. The purchaser can demand compensation for the damage caused by the delay in addition to the delivery. After expiry of the period of grace, the purchaser is entitled to withdraw from the contract or to claim damages by written declaration to STBS Bausysteme GmbH & Co. KG or to demand compensation for damages instead of performance.
7. The purchaser can only demand compensation according to IV. 6. if STBS Bausysteme GmbH & Co. KG is guilty of intent or gross negligence. The purchaser has to prove the reason and the amount of the damage. The same applies to futile expenses. Liability is limited to the amount of the purchase price. In the event of exclusion of the obligation to perform (impossibility), compensation for damages instead of performance is excluded.
8. STBS Bausysteme GmbH & Co. KG is entitled to make partial deliveries. They are considered as independent deliveries and can be invoiced separately as such.
9. Deliveries free construction site or free warehouse are limited to delivery without unloading under the condition of an access road passable by a heavy goods vehicle. Unloading must be carried out immediately and appropriately by the purchaser.
10. Even a delivery date designated as binding shall not be deemed to be an absolute fixed date unless this has been expressly agreed in writing.
11. Contracts with agreed partial deliveries (call-off orders) oblige the customer to accept the partial deliveries in approximately equal monthly instalments, unless otherwise agreed.
12. Liability for consequential damages due to missed delivery dates is limited to three times the freight costs.
V. Due date and payment
1. STBS Bausysteme GmbH & Co. KG is entitled to assign the claims arising from the business relations.
2. All payments are to be made with debt-discharging effect exclusively to VR FACTOREM GmbH, Ludwig-Erhard-Straße 30 - 34, 65760 Eschborn, to which STBS Bausysteme GmbH & Co. KG has assigned its present and future claims from the business relationship. The reserved property of STBS Baussysteme GmbH & Co. KG was also transferred to VR FACTOREM GmbH.
3. Payments - on INVOICE - have to be made at the latest within 30 days after delivery and invoice date strictly net without any other deductions. If the aforementioned term of payment of 30 days is exceeded, interest of 5 % p.a. above the respective base interest rate shall be charged on the outstanding claim from that date. STBS Bausysteme GmbH & Co. KG expressly reserves the right to claim further damage caused by default in accordance with the applicable statutory provisions.
4. Cheques are only accepted on account of performance, i.e. payment is only deemed to have been made when the amount of the cheque has been irrevocably credited to one of our accounts. If cheques are not credited on time by the drawee, all claims existing at that time shall become due.
5. If the buyer does not fulfil his payment obligations or the obligations resulting from the retention of title or does not fulfil them punctually, the entire remaining debt - including deferred claims - shall become due immediately. The same applies if STBS Bausysteme GmbH & Co. KG becomes aware of an unfavourable financial situation of the buyer.
6. If the purchaser is in arrears with any payment obligations towards STBS Bausysteme GmbH & Co. KG with any payment obligations, all existing claims become due immediately.
7. Offsetting by the purchaser with counterclaims is excluded unless the counterclaims are undisputed or have been legally established. The assertion of a right of retention by the buyer is excluded unless it is based on the same contractual relationship or the counterclaims are undisputed or have been established as final and absolute.
8. Changes in the ownership, the legal form of the company or other circumstances affecting the economic circumstances (creditworthiness) as well as changes of address must be notified to us in writing without delay. They entitle us, at our discretion, to demand immediate payment or the provision of security for due or deferred claims from all existing transactions, to refuse further contractual performance, to withdraw from the contract or to demand compensation in lieu of performance.
9. Credit unworthiness can be assumed without further ado in the case of a cheque protest.
VI. Notification of defects, warranty and liability
1. The buyer must notify us in writing of all recognisable incorrect deliveries, defects, faulty goods or the absence of warranted characteristics immediately, at the latest within 3 working days of delivery, but in any case before resale, consumption, processing, combination, mixing or installation. The buyer undertakes to inspect our products before they are installed. The buyer must assert hidden defects in writing immediately after their discovery. If he does not comply with this obligation, the goods shall be deemed to have been approved. Warranty claims are then excluded to this extent. The same obligations apply to the purchaser if defects occur in the products delivered by STBS Bausysteme GmbH & Co. KG or consequential damages caused by these products are only recognised after installation or commissioning.
2. STBS Bausysteme GmbH & Co. KG must always be given sufficient time and opportunity to examine the damage or the defect, to get an idea of the cause of the defect and, if necessary, to carry out removal samples, even if this requires longer-term physical, chemical or application-technical examinations and analyses. This applies equally if STBS Bausysteme GmbH & Co. KG commissions external experts for these examinations or if the product liability insurer of the company wants to have such services carried out in the course of the liability settlement. No further changes may be made to the defective products or the associated constructions prior to an inspection/expertise. If the customer does not comply with this obligation, STBS shall be released from any liability or warranty, unless the modification has demonstrably had no effect whatsoever on the scope of the defect/damage or its detection. If craftsmanship, execution or planning errors of the customer or a third party have contributed to the occurrence of damage, STBS Bausysteme GmbH & Co. KG is only liable for the damage - irrespective of other liability limitations - insofar as this is demonstrably caused by the defectiveness of the delivered product. This applies equally to improper and/or untypical handling or stressing of the product during use. STBS Bausysteme GmbH & Co. KG supplies products and systems for the specialised trade and, in addition, for the technically experienced skilled worker . It is assumed that the purchaser and/or processor is familiar with and knows how to apply the relevant technical rules, standards and guidelines, knows the materials used and their characteristics and installs them accordingly and correctly. Further and special information on the products and their application is available in printed form and on the STBS website and, if not available, is to be requested or queried before ordering and execution. We accept no liability for any use of the products that deviates from the use described or advertised by us or is technically incorrect.
3. The required return of the goods in the event of a defect to STBS can only take place with our consent. We do not have to accept returns without our consent. In this case, the buyer shall bear the costs of the return.
4. in the event that subsequent performance in the form of a new delivery takes place due to a justified notice of defect, the provisions on delivery shall apply accordingly. We shall be granted a period of at least three weeks to remedy the defect by repair. In the event of a defect, the buyer may first demand subsequent performance. The right to choose whether a new delivery of the item or a rectification of the defect takes place is at the discretion of STBS Bausysteme GmbH & Co. KG at its own discretion. Only if the supplementary performance fails twice, the buyer has the right to withdraw from the contract or to reduce the purchase price. In the case of claims that go beyond the mere provision or rectification of products because other, related building materials and building components are damaged, liability is limited to the measures necessary to restore the usual, or the former condition on which the execution was based and the condition appropriate to the previous period of use. STBS shall only be liable for damage from delivered products and information to the extent that this would have been achieved taking into account prompt notification, investigation of the cause, repair or replacement. No liability shall be assumed for damage that increases due to time delay or failure to take care of the damage beyond the originally smaller extent of damage.
5. a) The right of withdrawal does not apply if the goods were manufactured according to the special wishes and specifications of the buyer, if it is a special order of goods not usually kept in stock or if the goods were clearly tailored to the personal needs of the buyer. The same shall apply after the duly delivered goods have been put into use.
b) For products that have been changed, modified or newly manufactured according to the customer's wishes, we only guarantee that these products regularly and adequately comply with the specification given to us. No warranty is given for the safety of use and functional reliability or possibility of use. Our cooperation in planning as well as advice for the form, installation and function of the product is regularly only to be understood as assistance, without any claim to correctness and a fully or also partially researched or considered performance.
c) Special orders are orders for products which are not listed in our price list according to type, size and form. Due to the manufacturing process, these may differ from the products available in the price list, other print media and on the website and/or from products that appear similar in terms of the use of materials, formulation and/or size. We reserve the right to these deviations, as they are due to the manufacturing process and correspond to the usual mode of operation, use and installation possibilities. In principle, it can be assumed that special orders for installation and use require special work preparation, greater time expenditure and special planning before and after execution.
6. STBS Bausysteme GmbH & Co. KG is only liable for damages in the case of intent or gross negligence; beyond this for simple negligence only - in the case of injury to life, body or health, as well as - in the case of breach of obligations, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer may therefore rely, or in the case of breach of such rights of the customer which the contract has to grant to the customer according to its content and purpose (so-called "cardinal obligations").
7. The above limitations of liability shall also apply in favour of our legal representatives, executive employees, all employees as well as vicarious agents and persons employed in the performance of our obligations, even in the event of any direct claims against them.
8. The assignment of warranty rights to third parties is excluded.
9. Should we be entitled to a claim for damages in lieu of performance in accordance with § 281 BGB (German Civil Code), our claim for performance shall, in deviation from § 281 para. 4 BGB, only expire upon the actual payment of the damages by the buyer/orderer.
VII. Retention of title
1. We retain title to the goods delivered by us until the buyer has settled all claims arising from the business relationship with us, in particular until the balance has been settled.
2. In the event of behaviour contrary to the contract on the part of the buyer, in particular in the event of default of payment, we are entitled to take back the goods delivered; the buyer is obliged to surrender the goods. In the event of breach of contract by the buyer, in particular in the event of default in payment, we shall be entitled to take back the delivery item; the buyer shall be obliged to surrender it. The taking back of the delivery item does not constitute a withdrawal from the contract unless we have expressly declared the withdrawal in writing. In the event of seizure or other interventions by third parties, the buyer must inform us immediately in writing so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not obliged or not in a position to reimburse us for the court and out-of-court costs within the framework of an action pursuant to § 771 ZPO, the buyer shall be liable for the loss incurred by us.
3. The buyer shall store and mark our reserved goods separately. The buyer is entitled to dispose of the delivered goods within the scope of proper business management, in particular to install or sell them. In doing so, the buyer is obliged to notify his customers of the retention of title in writing. However, the buyer's entitlement shall expire if he is in default with his payment obligations. In this case, the buyer shall provide us with the documents and information necessary for the collection of the claim. Extraordinary dispositions, such as pledging or transfer by way of security, are only effective with our written consent. The buyer must immediately notify us in writing of any access by third parties to the goods subject to retention of title. In the event of seizure, the buyer shall immediately send us a copy of the seizure report and any affidavit of his own showing that our retention of title to the seized item still exists.
4. The purchaser is entitled to collect claims from the resale until our revocation which is permissible at any time. The purchaser hereby assigns to STBS Bausysteme GmbH & Co. KG all claims with all ancillary rights and securities up to the complete repayment of all open claims which he has against his customers from future sales, processing etc. of the goods delivered by STBS Bausysteme GmbH & Co. KG, namely to the amount of the invoice amount of the delivered goods plus 20 %, as well as any own claims for surrender from reserved property.
5. our ownership remains unaffected by the processing or transformation of the delivery item by the buyer. If our reserved goods are processed, mixed or combined with items that do not belong to us, or if a new item is produced as a result of transformation, the buyer hereby assigns to us his (co-)ownership of the newly created item on a pro rata basis (in the amount of the invoice value) to secure our claims. If the delivery item is inseparably combined with other items not belonging to us and if the external item is to be regarded as the main item, it shall be deemed agreed that the buyer transfers co-ownership to us on a pro rata basis. The buyer keeps the sole or co-ownership for us, so that claims against STBS Bausysteme GmbH & Co. KG are to be rejected.
6. If the goods subject to retention of title are used by the purchaser for the fulfilment of a contract for work and services or a contract for work and materials, the claim arising from the contract for work and services or the contract for work and materials shall be assigned to us to the same extent as stipulated in paragraphs 4 and 5.
7. We undertake to release the securities to which we are entitled at the buyer's request insofar as the value of our securities exceeds the claim to be secured by more than 20%.
8. The buyer undertakes to insure the goods subject to retention of title against fire, water, theft and burglary at his own expense. The rights arising from this insurance shall then be assigned to us. We accept this assignment.
9. Withdrawal from the contract is not required in order to assert the rights arising from retention of title, unless the debtor is a consumer.
10. "Returns of goods" will only be carried out in exceptional cases and after consultation with the management. In general, a return fee of 20% of the net sum of the goods delivered at the time will be due. In addition, the freight costs shall be borne by the buyer. The resulting credit note can only be used for newly ordered goods and services.
VIII. Place of jurisdiction and place of performance
1. the place of performance for payments and deliveries, as well as for all other claims, shall be Bickenbach or Gernsheim, respectively.
2. The place of jurisdiction - also in matters of bills of exchange or cheques as well as for non-contractual claims competing with contractual claims - shall be Darmstadt or Frankfurt am Main. However, we shall also be entitled to assert our claims at any other place of jurisdiction opened by law.
3. This shall also apply if the buyer establishes his domicile or usual place of residence outside the Federal Republic of Germany after conclusion of the contract or if the domicile or usual place of residence of the buyer is not known at the time the action is brought.
IX. Data protection
1. The data necessary for the business transaction are stored by STBS Bausysteme GmbH & Co. KG will be stored. Within the scope of the credit check, we carry out an exchange of creditworthiness with companies which provide credit information, taking into account their interests worthy of protection in accordance with the statutory data protection provisions.
2. STBS Bausysteme GmbH & Co. KG shall ensure that all persons entrusted with the processing of the contract also observe these regulations. STBS Bausysteme GmbH & Co. KG points out, however, that in the case of online orders, due to the structure of the Internet, violations of data protection may occur by other persons, STBS Bausysteme GmbH & Co. KG has no influence over this, so that STBS Bausysteme GmbH & Co. KG is not liable for such violations.
3. If information is downloaded from our online offer, this information may only be used privately. Any use beyond this, in particular the distribution of this content, is not permitted. All details and information within the scope of our online offer are non-binding.
4. If the contents of our pages are protected by the rights of third parties, the use of the information in question is carried out to the exclusion of any liability on the part of STBS Bausysteme GmbH & Co. KG. It is the responsibility of the customer to ascertain in each case whether third party data is free of protection.
5. If links to other pages are offered, STBS Bausysteme GmbH & Co. KG is not responsible for their content and rejects any liability for the content of these pages.
1. Should individual ancillary provisions in contracts with our customers or in these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the contracts or the General Terms and Conditions in other respects. The invalid provision shall be replaced by a provision which comes as close as possible to the economic purpose pursued by the invalid provision within the scope of what is legally permissible.
2. The law of the Federal Republic of Germany shall apply, in particular the German Civil Code (Bürgerliches Gesetzbuch) and the German Commercial Code (Handelsgesetzbuch), to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and German private international law.
The language of the contract is German.
STBS Bausysteme GmbH & Co. KG
64385 Reichelsheim (Odw.)
Telephone: +49 6164-6427746
Status 1 August 2022