Mentions légales - 
Termes et conditions

GeneralTermsandConditionsofBusinessandSupplyofASVStübbeGmbH&Co.Kommanditgesellschaft

I. Scope

These terms of sale and supply of ASV Stübbe GmbH & Co. KG apply in respect of contracting partners who
1. at the time the contract is formed are carrying on a commercial or independent professional activity (entrepreneur)
2. are legal entities governed by public law or a separate estate in public law.
These terms and conditions shall apply to all contracts formed between us and the customer concerning the delivery of goods and the performance of services. They shall apply also for all future business relations even if they are not expressly agreed again. Alternative business or purchase terms of the customer to which we have not expressly consented in writing will not be binding on us and shall not become part of the contract through acceptance of an order even if we do not expressly reject them. These terms and conditions shall also apply if we execute the order without reservation in knowledge of contrary or alternative terms and conditions of the customer.
We reserve ownership, copyright and other property rights to specimens, illustrations, cost proposals, calculations, drawings and other documents and information, including in electronic form; they may not be made accessible to third parties. Communication to third parties shall be permitted only with our written consent regardless of whether we have designated these documents and information as being confidential. We undertake to make information and documents that the customer has designated as being confidential available to third parties only with the consent of the customer.

II. Offer and formation of contract

1. Our offers are conditional and non-binding and are given subject to availability. If our goods are presented on the internet, this does not constitute a binding offer on our part but is instead solely a request to the customer to make us a binding offer.

2. The purchase order shall constitute a binding offer on the part of the customer to us to form a contract of supply or sale.
We may also form the contract of supply of sale by confirming the offer of the customer in text form (confirmation of order). If delivery is effected immediately without confirmation, the invoice shall be deemed the confirmation of order also.

3. Technical documents such as drawings, illustrations, any indications of dimensions, characteristics or weights - including in electronic form - and reference to such documents are for information purposes only and do not contain any warranties of characteristics. These documents, which are part of our non-binding offers, shall remain our property and shall have indicative status only unless they have been expressly designated by us in writing as binding.

4. The correct and timely availability of supplies and raw materials is reserved. We will inform the customer immediately of the non-availability of the delivery item and reimburse the corresponding consideration to the customer in the event of cancellation.

5. If the customer orders goods by electronic means, we will store the text of the contract and send it to the customer by email on request together with these general supply terms.

III. Prices and payment terms

1. Unless otherwise agreed our prices apply ex works including loading in the works, but exclusive of packing, carriage, freight, other shipping costs, insurance, duties, unloading and assembly. Prices are subject to sales tax at the respective statutory rate.
Orders in excess of € 600.00 net will be delivered carriage-free DB receiving station. Orders to a net value of less than € 600.00 will be shipped at extra cost, pipes and pumps generally ex works. Additional costs for express and urgent shipping shall be borne by the recipient.
Small consignments to a net value of less than € 100.00 will be subject to a supplement of € 10.00. Packing and labelling will be charged at cost and transport insurance at 0.5 % of the net value of the goods. The works certificate according to DIN 50049-2.1 will be issued free of charge. A works certificate according to DIN 50049-2.2 will cost € 20.00, according to 50049-3.1 B on request.

2. Unless otherwise agreed with the customer in writing, payment shall be due in full without deduction upon delivery. Any other payment date and any discount shall apply only if agreed in writing between us and the customer.
If he has not paid, the customer shall be in default ten days after the due date without any further declaration on our part, in particular any separate reminder, being required. In the event of default in payment we shall be entitled to demand interest for late payment of 9 percentage points above the respective base rate of the European Central Bank (§ 247 BGB1). We will be entitled to prove that we have suffered a greater loss.

3. The customer shall only be entitled to set off, withhold or reduce payments, even if defects have been notified or counterclaims are asserted, if the counterclaims have been declared final, have been recognised by us or are undisputed. The customer shall only be entitled to exercise a right of retention if his counterclaim arises from the same contractual relationship.

IV. Delivery period, delay in delivery

1. Delivery shall be governed by our prices at the time of order, subject to errors and typing mistakes. The delivery period shall be as agreed between the parties to the contract. Delivery dates or deadlines that have not been expressly agreed in writing as binding will be indicative only. The delivery period we have given shall not commence until all commercial and technical questions between the parties hereto have been clarified and the customer has duly and punctually met all obligations incumbent upon him, e.g. obtaining the necessary official certification or approvals or making an advance payment. If this is not the case, the delivery period will be extended accordingly.

2. The observance of agreed delivery periods and dates is subject to our having obtained supplies and raw materials correctly and in time.

3. The delivery period is deemed to be observed if the delivery item has left our works or its readiness for despatch has been notified by the time the period expires. If an acceptance inspection is to take place, the date of acceptance - except in the case of justified refusal of acceptance - shall prevail, of the notification of readiness for acceptance as an auxiliary alternative.

4. If we culpably fail to meet an expressly agreed deadline or delay in delivery for some other reason, the customer shall grant us a reasonable period of grace beginning on the day we receive written notification that we are in default. If this period of grace elapses without result the customer shall be entitled to cancel the contract.

5. If we delay in delivery and the customer accrues a loss thereby, we shall be answerable to the customer in cases of intent or gross negligence on our part or on the part of one of our representatives or vicarious agents in accordance with statutory provisions. However, our liability in cases of gross negligence shall be limited to the loss foreseeable under a contract of this type if none of the exceptions listed in Sentence 5 of this paragraph applies. Otherwise our liability on account of delay in delivery/performance shall in respect of compensation in addition to performance be limited to 3 % of the value of the delivery for each complete week of delay, but no more in total than 10 % of the value of the delivery; in respect of compensation in lieu of delivery/performance our liability shall be limited to 10 % of the value of the delivery. Further claims of the customer, in particular claims based on consequential losses and lost profit - including after any period set for us to make delivery has elapsed - are excluded. These limitations shall not apply in the case of liability for loss of life, physical injury or damage to health. These regulations do not imply any change in the burden of proof on the customer to his disadvantage.

6. If failure to meet the delivery date is due to Acts of God, labour disputes or other events beyond our control, the delivery period shall be extended accordingly. We will notify the customer as soon as possible of the start and end of any such circumstances.

7. In the event that we are unable to deliver, we will be answerable to the customer in cases of intent or gross negligence on our part or on the part of one of our representatives or vicarious agents in accordance with statutory provisions. However, our liability in cases of gross negligence shall be limited to the loss foreseeable under a contract of this type if none of the exceptions listed in Sentence 5 of this paragraph applies. Otherwise our liability on account of impossibility shall be limited to compensation and recompense of wasted expenses to a total of 10 % of the value of the delivery. Further claims of the customer based on impossibility to deliver are excluded. This limitation shall not apply in the case of liability for loss of life, physical injury or damage to health in cases of intent and gross negligence. This does not affect the customer's right to cancel the contract. These regulations do not imply any change in the burden of proof on the customer to his disadvantage.

8. If the impossibility occurs while the customer is in default of acceptance or he is solely or largely responsible for the circumstances underlying the delay in acceptance, he shall remain bound to effect counterperformance.

V. Passage of risk – despatch/packaging

1. The risk of accidental loss and deterioration of the goods shall pass to the customer upon handover, in the case of mail order purchase upon delivery of the item to the haulier, freight forwarder or other person or institution appointed to effect transport. This shall also apply if partial deliveries are made.
If an acceptance inspection is to take place, this will prevail for the passage of risk. It must be performed immediately on the acceptance date, in the auxiliary after the supplier has notified readiness for acceptance. The customer may not refuse acceptance in the case of a minor defect.

2. If despatch or acceptance is delayed as a result of circumstances attributable to the customer, the risk shall pass to the customer on the day that readiness for despatch or acceptance is notified.
If despatch is delayed at the request or through the fault of the customer, we will store the goods at the cost and expense of the customer. In this case notification of readiness for despatch shall be equivalent to despatch.

3. Partial deliveries shall be permitted if this is reasonable for the customer.

4. It shall be considered equivalent to handover if the customer is in default of acceptance.

5. We will not take back transport and all other packaging as defined by the German packaging regulations with the exception of pallets. The customer shall see to the disposal of packaging at his own expense.

6. Goods will be shipped uninsured at the risk of the customer. We will do all we can to take the wishes and interests of the customer into consideration with regard to the method and route of shipping; any additional costs thereby - even where delivery is carriage-free as agreed - shall be borne by the customer.
We will insure the delivery through transport insurance at the request and cost of the customer.

VI. Warranty/liability

1. The customer may only assert claims based on defects if he has duly fulfilled his duties of inspection and notification under § 377 HGB and has notified us in writing of the defects immediately, and in any case no later than within a period of 2 weeks of receipt of the goods. If such a defect manifests itself later, we must be notified immediately upon its discovery, otherwise no warranty claim may be asserted. The time limit will be satisfied with timely despatch of the notification of defects.

2. If the goods have a defect for which we are responsible, we shall, ousting the rights of the customer to cancel the contract or reduce the purchase price (reduction in price), be bound to effect renewed performance unless we are entitled to refuse renewed performance on the basis of statutory provisions. The customer shall grant us a reasonable period of time in which to effect renewed performance.
Renewed performance may at our option be effected by rectification of the defect (improvement) or the delivery of new goods. Improvement shall be considered failed after the second fruitless attempt unless further attempts at improvement are appropriate and reasonable for the customer given the nature of the object. If renewed performance fails, the customer may at his option demand a reduction in the purchase price (reduction in price) or cancellation of the contract.

3. Of the costs incurred through improvement or substitute delivery, we will - if the objection proves to be merited - bear the costs of the replacement item including shipping and the reasonable costs of removal and installation.
The expenses required for the purposes of renewed performance shall be borne by the customer if they increase because the deliveries were taken to a place other than the business establishment of the customer unless the transfer corresponds to proper use.

4.Minor deviations in colour, dimensions and/or other quality and performance characteristics of the goods shall not confer any rights whatsoever, in particular warranty claims, on the customer.
No warranty is offered in the following cases in particular: For wearing parts, unsuitable or inexpert use, deficient assembly or startup by the customer or a third party, natural wear and tear, deficient or negligent treatment, improper maintenance, unsuitable resources and chemical, electrochemical or electrical influences, if we were not responsible for these.

5. We will be liable in accordance with statutory provisions in the case of intent or gross negligence on our part or on the part of one of our representatives or vicarious agents. Otherwise we will only be liable in accordance with German product liability laws, for loss of life, physical injury or damage to health or for the culpable breach of substantive contractual obligations. However, the claim to compensation for the breach of substantive contractual obligations shall be limited to the loss foreseeable for a contract of this type. Our liability shall be limited to the loss foreseeable for a contract of this type even in cases of gross negligence if none of the exceptions listed in Sentence 2 of this paragraph applies.
Any liability of the supplier for losses that the customer suffers to his legal interests outside the purchase item is excluded, as is any liability for further losses of the customer such as loss of use as a result of deficiencies in the article, lost profit, experts' costs and encumbrance with a duty to pay compensation from the resale of the article. This shall not apply in cases of intent or gross negligence or for liability for loss of life, physical injury or damage to health.
The regulations of the above two paragraphs shall extend to compensation in addition to performance and compensation in lieu of performance, regardless of the legal grounds, in particular on account of defects, a breach of contractual duties or tort. They shall also apply to claims to the reimbursement of wasted expenses.

VII. Reservation of title

1. We will retain title to the supplied goods (subject to reservation of title) until all claims, including all balance claims from current accounts, that accrue to us against the customer now or in the future have been settled. In the event that the customer acts in breach of contract, in particular defaults in payment, we shall after previously setting a reasonable period of grace be entitled to cancel the contract and to demand return of the subject to reservation of title. If we seize the subject to reservation of title, this will be cancellation of the contract. We shall be entitled to realise the subject to reservation of title and to clear the proceeds of realisation against sums owed by the customer after deducting a reasonable sum for the costs of realisation.

2. The customer shall treat the subject to reservation of title with care and shall at his cost insure them adequately at their replacement value against theft, burglary, fire, water and other damage. If he fails to do so, we shall be entitled to take out the insurance at the expense of the customer. The customer shall perform any necessary maintenance and inspection work in time and at his own expense.

3. The customer shall be entitled to sell and to process the subject to reservation of title in the ordinary course of business provided that he is not in default of payment. Pledges or transfers by way of security are not permitted. The customer hereby assigns to us in full by way of security claims arising from the resale or on some other legal grounds (tort, insurance) in respect of the subject to reservation of title, including all balance claims from current accounts; we hereby accept the assignment. We revocably authorise the customer to collect the claims assigned to us for his account on his own behalf. The authority to collect may be revoked at any time if the customer fails to duly fulfil his payment obligations.

4. The processing or transformation of the subject to reservation of title by the customer will always be done for us. If the subject to reservation of title are processed with other items not belonging to us, we shall acquire joint title to the new item in the proportion of the value of the subject to reservation of title (final invoice sum including value-added tax) to the other processed items at the time of processing. The same shall apply for the new item created through the processing as for the subject to reservation of title. The customer shall preserve our thereby created (joint) title to an item free of charge.

5. In the event of access by third parties to the subject to reservation of title, in particular attachments, the customer shall be bound to advise of our title and to inform us immediately so that we can enforce our ownership rights. If the third party is unable to reimburse us for the court or out-of-court costs incurred in this regard, the customer shall be liable for them.

6. We will be bound to release the securities due to us to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10 %. We will have the choice of the securities to be released.

VIII. Limitation period

1. All claims of the customer, whatever their legal grounds, shall become time-barred in 12 months from delivery of the goods.
This limitation period shall also apply to all compensation claims against us in connection with the defect, regardless of the legal foundation for the claim; it shall further apply if compensation claims of any kind exist against us that are not in connection with the defect.

2. The limitation period mentioned under VIII. 1. shall not apply in the case of intent or malicious conduct. It shall further not apply to compensation claims in cases of loss of life, physical injury, damage to health or loss of freedom, for claims under German product liability laws, in the case of a grossly negligent breach of duty or if substantive contractual obligations are breached. In these cases the statutory time limits shall apply.

3. Unless otherwise expressly agreed, the statutory provisions governing the start of the limitation period, suspension of the statute of limitations, the suspension and the recommencement of the limitation periods remain unaffected.

IX. Design modifications

We reserve the right to make design modifications at any time. However, we shall not be bound to make such modifications to products already delivered.

X. Moulds (toolmaking)

1. The price for moulds includes the costs for one-off sampling, but not the costs for test and machining fixtures or for changes occasioned by the customer. Costs for additional sampling for which the supplier is responsible shall be borne by him.

2. Unless otherwise agreed, the supplier is and shall remain owner of the moulds manufactured for the customer by the supplier himself or by a third party commissioned by him. Moulds will only be used for orders of the customer for as long as the customer meets his payment and acceptance obligations. The supplier shall only be bound to replace these moulds free of charge if these are required in order to meet a production volume guaranteed to the customer. The obligation on the supplier to preserve the moulds shall expire two years after the last delivery of parts the mould was used for and after prior notice to the customer.

3. If the customer becomes owner of the moulds by agreement, title will pass to him upon payment in full of the purchase price for them. Delivery of the moulds to the customer will be replaced by safekeeping on behalf of the customer. Irrespective of the customer's statutory right of surrender and the life of the moulds, the supplier shall be entitled to have sole possession of them until the contract comes to an end. The supplier shall identify the moulds as the customer’s property of another and shall insure them at the request of the customer and at the expense of the latter.

4. In the case of the customer's own moulds according to Paragraph 3 and/or of moulds lent by the customer, the liability of the supplier in respect of their safekeeping and care shall be limited to the due care he would take of his own property. Costs for maintenance and insurance shall be borne by the customer. The duties of the supplier shall lapse if the customer fails to collect the moulds within a reasonable period of time after execution of the order and the corresponding request. If the customer fails to meet his contractual obligations in full, the supplier shall always accrue a right of retention in respect of the moulds.

XI.Disposal of scrap equipment

Responsibility for the disposal of scrap equipment falling within the scope of the German law on the marketing, recovery and environmentally-compatible disposal of electrical and electronic equipment (ElektroG) rests with the customer. As the party responsible for disposal, the customer must recycle the scrap equipment or components thereof or treat them in accordance with the provisions of § 11 ElektroG and dispose of them in accordance with § 12 ElektroG and bear the costs of disposal.

XII. Use of software

1. If software is included in delivery, the customer is granted a non-exclusive right to use the software including its documentation. The software is provided for use on the intended delivery item. Use of the software is limited to the scope of licensing by us.

2. The customer may only reproduce, revise or translate the software or convert it from object code to source code to the extent allowed by law (§§ 69 a ff. UrhG2). The customer undertakes not to remove the manufacturer's details, in particular copyright notices, without the express prior consent of the supplier.

3. All other rights in the software and documentation including copies shall remain with us and the software supplier. The granting of sublicences is not permitted.

VIII. Severability clause

Should a provision of these business terms be null, this shall not affect the remaining parts. In this case the null provision shall be replaced by an arrangement that reflects the original intention and is legally admissible.

IX. Place of performance, jurisdiction, applicable law

1. The place of performance and jurisdiction for supplies and payments and for all disputes arising between us and the customer from contracts concluded between him and us shall be our registered office. We shall also be entitled to pursue the customer at his domicile and/or registered office.

2. Relations between the parties hereto shall be governed solely by the laws applicable in the Federal Republic of Germany to the exclusion of the Uniform Law on the International Sale of Goods and to the exclusion of the Law on the Formation of Contracts for the International Sale of Goods.

1 BGB: German Civil Code
2 UrhG: German Copyright Act

Status 01-07-05, Version 2