General Terms and Conditions (GTC / AGB)
1. general – scope of application
(1) These GTC apply to all deliveries and services of SEHON innovative Lackieranlagen GmbH.
(2) Our GTC apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our GTC unless we have expressly agreed to their validity in writing. Our GTC shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our GTC.
(3) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract. Deviating agreements or additions require written confirmation.
(4) Our GTC shall only apply to entrepreneurs within the meaning of Section 310 (1) BGB.
2. offers
(1) Our offers are subject to change and non-binding until written order confirmation.
(2) Information in the contract about deliveries, appearance, services, dimensions and weights, electricity and gas consumption, operating costs etc. are to be regarded as approximate and not warranted characteristics, unless agreed separately.
(3) We reserve the right to make changes in technology and/or design, provided that neither function nor performance are impaired.
3. system design
(1) The painting system is designed for processing conventional and water-thinnable paints in accordance with DGUV Regulation 100-500 Chapter 2.29 for paints with a flash point above 21° C without additional heating for use by one person.
(2) The system complies with the currently valid European standards and safety requirements as well as the corresponding LRV specifications and the SUVA guidelines in accordance with DIN EN 16985. Drying ovens comply with DIN EN 1539.
4. prices
(1) Unless otherwise stated in the order confirmation, our prices are “ex works”, excluding packaging; this will be invoiced separately.
(2) The statutory value added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the day of invoicing.
(3) We are entitled to make price corrections in the event of price increases that occur 4 months after the conclusion of the purchase and before the execution of the order and have a price-changing effect on the object of purchase. In the event of corresponding cost reductions, we are obliged to correct the price in favor of the buyer.
5 Payments, due date, offsetting
(1) Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 10 days of the invoice date. The statutory provisions regarding the consequences of default of payment shall apply.
(2) Money orders, checks and bills of exchange shall only be accepted by special agreement and only on account of payment, with all collection, bank and discount charges being charged.
(3) If partial payments have been agreed, the entire remaining debt – irrespective of the due date of any bills of exchange – shall become due for payment immediately if the customer is 14 days in arrears with an installment, suspends payments or if composition or insolvency proceedings are instituted against the customer’s assets.
(4) The customer may only offset against our claims if his counterclaims have been legally established, are undisputed or have been recognized by us. He is also authorized to exercise a right of retention insofar as the counterclaim is based on the same contractual relationship.
6. shipment, transfer of risk, transport insurance
(1) Unless otherwise stated in the order confirmation, shipment shall be for the account and at the expense of the customer.
(2) The risk shall pass to the customer when the goods are handed over to the forwarding agent or carrier, but at the latest when they leave the factory, unless the customer is already in default of acceptance.
(3) If no information on the desired type of packaging is provided prior to shipment, the goods shall be delivered unpacked. If packaging is used, it is generally disposable packaging and will not be taken back. The customer shall dispose of the packaging at his own expense.
(4) If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.
7. withdrawal and compensation in the event of default by the customer – transfer of risk
(1) If the customer is more than 14 days in arrears with the payment of the first purchase price installment, we may set the customer a written grace period of a further 14 days with the declaration that we will refuse acceptance by the customer after the expiry of this period. If the grace period expires without result, we are entitled to withdraw from the purchase contract and demand compensation.
(2) If we have withdrawn from the contract in accordance with paragraph 1, we may claim liquidated damages for loss of profit in the amount of 18% of the order value. We and the customer are at liberty to prove in individual cases that higher or lower damages have been incurred.
(3) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights are reserved.
(4) If the conditions of paragraph 3 are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.
(5) The risk shall pass to the customer on the day of notification of readiness for shipment, even if partial deliveries have been agreed. If shipment is delayed as a result of circumstances for which we are not responsible, the risk shall pass to the customer upon notification of readiness for shipment.
8. installation and on-site services
(1) The assembly of the devices and parts supplied by us at the place of delivery as well as the provision of the on-site services shall not be carried out by us.
(2) Upon written request by the customer, we are prepared to provide engineers and fitters for final assembly advice. With the request by the customer, the customer undertakes to bear the costs incurred.
(3) The requested assembly personnel shall be deemed to be vicarious agents of the Buyer.
9. acceptance
Acceptance shall take place with the customer immediately after commissioning, at the latest within 10 days of notification of readiness for acceptance. The acceptance is recorded in an acceptance report, which must be signed by an authorized signatory of the customer.
10 Delivery and delay in delivery
(1) Delivery and assembly shall be carried out in accordance with the times or confirmed dates stated in the order confirmation. Bindingly agreed delivery dates must be stated in writing. The commencement of delivery periods is subject to the clarification of all technical, commercial and, in the case of painting systems, construction and approval issues. Compliance with our delivery obligation also presupposes the timely and proper fulfillment of the customer’s obligation. We reserve the right to plead non-performance of the contract.
(2) Force majeure, riots, strikes, lockouts and significant operational disruptions for which we are not responsible, delayed deliveries of goods from upstream suppliers and other unavoidable events shall extend the dates and deadlines specified in the order confirmation by the duration of the disruptions caused by these circumstances and by a reasonable start-up period. If the contract has not yet been fulfilled in whole or in part, we are entitled to withdraw from the contract.
(3) If we exceed the binding delivery date by more than one month, the customer shall be entitled and obliged to set a reasonable grace period for delivery. After unsuccessful expiry of the grace period, the customer is entitled to withdraw from the purchase contract by written declaration.
(4) We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further performance of the contract has ceased to exist.
(5) We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(6) We shall also be liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is due to the culpable breach of a material contractual obligation; in this case, however, liability for damages shall be limited to the foreseeable, typically occurring damage.
(7) Further statutory claims and rights of the customer remain reserved.
11. official approvals and requirements for painting and drying systems
(1) Only the plans drawn up by us shall be binding for the construction and ancillary construction work to be carried out by the customer and for our plant production. Deviations from these are only permitted with our consent. The review of construction/execution plans of third-party companies is generally not part of our scope of delivery and services.
(2) The building permit or operating license for our systems must be obtained by the customer. The documents required for this to the extent customary in the industry shall be provided free of charge, insofar as series systems are concerned. Documentation and test certificates for special systems, static calculations, special reports or individual approvals can be provided for a fee.
(3) The customer is obliged to provide us with the official approval notices in full and in good time without being requested to do so. If the customer fails to do so or does not apply for an operating license at all, we shall have fulfilled our contractual obligations upon delivery of the system in accordance with the delivery specification. Any non-acceptance or refusal of the operating license by the authorities is also the responsibility of the customer.
12. requirements for subsidies
The examination and fulfillment of the requirements for obtaining subsidies is the sole responsibility of the customer.
13. liability for defects
(1) Claims for defects on the part of the customer presuppose that the customer has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).
(2) The warranty period is 2 years for fixed components and begins with the delivery of the item. This does not apply if the purchased item is normally used for a building and has caused the defect. If defects are asserted within the warranty period but not remedied, the warranty shall be provided until the defect is remedied. However, the suspension of the warranty period shall end in any case no later than 1 month after our declaration that there is no defect or that the defect has been remedied.
(3) If there is a defect in the purchased item, we are entitled, at our discretion, to subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the event of subsequent performance, we shall be obliged – in relation to the place of performance of the subsequent performance – to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance; however, dismantling and installation costs shall only be borne if the conditions for fault-based liability for damages are met.
(4) If we deliver a defect-free item for the purpose of subsequent performance, we may demand the return of the defective item from the customer in accordance with §§ 346 to 348 BGB.
(5) If the subsequent performance fails, the customer shall be entitled, at his discretion, to demand withdrawal or a reduction in price.
(6) In the event of defects occurring, the customer shall report these to us, describing them as precisely as possible. The customer must enable us to rectify defects during normal working hours from Monday to Friday, between 7.00 a.m. and 5.00 p.m. in each case.
(7) Our warranty period shall expire if damage is caused by improper handling, incorrect operation, non-compliance with our operating and maintenance instructions or the standard and local installation regulations, incorrect and negligent handling, in particular excessive use, unsuitable operating materials, chemical, electronic or electrical influences. The warranty obligation shall also expire if the customer carries out repair work himself or has it carried out by third parties during the warranty period without our express permission.
14 Warranty for special or test systems
(1) In addition to the general warranty provisions of these General Terms and Conditions, no warranty shall be assumed for the projection, overall function and overall performance of the construction for special or test systems and devices to be created for the first time for which no experience is yet available. The warranty obligation for such systems only extends to material defects in the parts supplied by us.
(2) Any work, deliveries, alterations, adjustments, and the provision of fitters or specialist engineers that may be necessary to achieve the intended performance of the system or appliance shall only be carried out against payment.
15. limitation of liability
(1) We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(2) We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(3) Insofar as the customer is otherwise entitled to compensation for damages instead of performance due to a negligent breach of duty, our liability shall be limited to compensation for foreseeable, typically occurring damages.
(4) Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(5) Unless otherwise stipulated above, liability is excluded.
16. joint and several liability
(1) Any further liability for damages other than that provided for in § 16 is excluded, regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB.
(2) The limitation according to para. 1 shall also apply if the customer demands compensation for useless expenses instead of a claim for damages in lieu of performance.
(3) Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
17. return of material
Goods delivered in accordance with the contract will not be taken back. However, if we decide to take back goods, we shall reimburse 80% of the invoice amount for faultless and unused material, less any expenses incurred for freight, transportation, damage, etc. The return will be made in the form of a credit note, which will be offset against further deliveries.
18 Retention of title
(1) We reserve title to the purchased item until receipt of all payments from the business relationship with the customer.
(2) If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall constitute a withdrawal from the contract. After taking back the purchased item, we shall be authorized to sell it; the proceeds from the sale shall be set off against the customer’s liabilities – less reasonable selling costs.
(3) The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it sufficiently at his own expense against fire, water, building and theft damage at replacement value. As long as the retention of title exists, the customer must provide us with proof of the existence of such insurance policies on request; in addition, the customer is obliged to instruct the insurance company to pay us any compensation to which it is entitled in the event of an insured event. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
(4) The customer shall be entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased item has been resold without or after processing. We hereby accept the assignment. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
(5) The processing or transformation of the object of sale by the customer shall always be carried out on our behalf. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount, including VAT) to the other processed objects at the time of processing. The customer shall store our co-ownership free of charge. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.
(6) If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall keep the resulting sole ownership or co-ownership for us free of charge.
(7) In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with Section 771 of the German Code of Civil Procedure (ZPO). In addition, the customer must immediately inform the third party of our retention of title. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO, the customer shall be liable for the loss incurred by us.
(8) We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%. The securities to be released shall be selected at our discretion.
19 Technical application notes
Our device descriptions are only general guidelines. Due to the variety of uses of individual products and due to the respective special conditions, the purchaser is responsible for his own testing, even if technical application support is provided.
20 Place of performance, place of jurisdiction, applicable law
(1) Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.
(2) If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at the court of his place of residence.
(3) The law of the Federal Republic of Germany shall apply; however, the provisions of the UN Convention on Contracts for the International Sale of Goods are expressly excluded.
21. partial invalidity
If individual provisions of these GTC are not valid or become invalid, the validity of the remaining provisions shall not be affected.
Status: 22.07.2019
