Sales terms and conditions
Below are the current terms and conditions of sale of Stotz Company. As of July 2023. Applicable in business transactions with entrepreneurs, legal entities under public law, and public-law special assets within the meaning of § 310 para. 1 of the German Civil Code (BGB).
1. Only the following conditions apply to our deliveries of machinery, machine parts, or other goods. Contrary or deviating conditions do not apply unless we have expressly agreed to their validity in writing. The following conditions also apply if we execute the delivery to the customer without reservation, despite being aware of conflicting or deviating conditions from the customer.
2. All agreements made between us and the customer require written form. Oral agreements before or at the conclusion of the contract require our written confirmation to be effective.
3. Our offers are non-binding unless otherwise stated in the order confirmation. If the customer’s order is to be considered an offer according to § 145 of the German Civil Code (BGB), we can accept it within 14 days.
4. Cost estimates are non-binding and subject to charges unless expressly agreed otherwise.
5. The delivered machines are machines manufactured in accordance with the current version of the general EU Machinery Directive 2006/42/EC. Upon request, we will send the customer the aforementioned machinery directive mentioned in sentence 1.
6. If the purchaser provides machines or equipment parts that are integrated into our scope of delivery (either structurally or functionally), we will only provide an installation declaration in accordance with the EU Machinery Directive for the machines and/or equipment parts supplied by us. The purchaser must arrange for a declaration of conformity for the entire machine at their own cost and responsibility.
7. If training, consulting services, and other services are agreed upon, these will be subject to service contract law and will be separately indicated on the invoice if necessary. The scope of services will be determined by us.
1. The agreed price in euros plus value-added tax applies. The value-added tax will be separately indicated on the invoice at the statutory rate on the day of invoicing.
2. If no special agreement has been made, the prices are understood to be “ex works” (EXW 70839 Gerlingen Incoterms© 2010), excluding packaging, freight, and insurance.
3. If a different agreement than “ex works” has been made, the costs incurred for packaging, freight, and insurance will be invoiced separately if we agree to deliver the goods to a different location at the request of the buyer.
4. We reserve the right to reasonably change our prices if cost reductions or cost increases occur after the conclusion of the contract due to changes in labor costs in new wage agreements or changes in material prices. We will provide evidence of these upon request by the buyer.
5. Spare part deliveries and returns of repaired goods, unless covered by the warranty for defects, will be subject to a reasonable shipping and packaging fee plus compensation for the services provided by us.
6. Our claims for payment expire, contrary to § 195 of the German Civil Code, after five years.
3. Payments and Retention of Title
1. Unless otherwise agreed in writing, payment of the gross price plus any possible costs for packaging, freight, and insurance must be made within 30 days from the invoice date without any deductions.
2. A payment is considered made when we can dispose of the amount. In the case of acceptance of non-cash means of payment by us, unconditional credit to the account or the ability to dispose of the amount owed is also considered fulfillment.
3. In the event of exceeding the payment deadline, we are entitled to demand default interest at a rate of 8 percentage points above the base interest rate. The assertion of further damages is not excluded.
4. If the purchaser is in default of payment, we are entitled to demand immediate cash payment for all due and undisputed claims arising from the business relationship.
5. The right to set off counterclaims is only available to the purchaser to the extent that their counterclaims are undisputed, legally established, or ready for decision after the commencement of legal proceedings.
6. The right to withhold payments is only available to the purchaser to the extent that their counterclaims are undisputed, legally established, or ready for decision after the commencement of legal proceedings.
4. Delivery (Transport) / Delivery Deadlines / Delay
1. The delivery time is stated in the order confirmation.
2. The commencement and observance of agreed delivery deadlines are subject to the fulfillment of cooperation obligations, in particular the timely receipt of all contributions, documents, approvals, inspections, authorizations, and compliance with the agreed payment terms by the purchaser. If these conditions are not fulfilled in a timely and proper manner, the delivery deadlines will be extended accordingly; this does not apply if the supplier is solely responsible for the delay.
3. If the non-compliance with delivery deadlines is due to force majeure and other disruptions beyond our control, such as war, terrorist attacks, import and export restrictions, including those affecting suppliers, the agreed delivery deadlines will be extended for the duration of the hindrance. This also applies to labor disputes affecting us and our suppliers.
4. If we are in delay with our delivery, the purchaser must, at our request, declare within a reasonable period of time whether they insist on delivery or assert their other legal rights.
5. The purchaser can only withdraw from the contract in accordance with the statutory provisions in the event of a delay in delivery for which we are responsible.
6. Clause 11 applies to claims for damages by the purchaser due to a delay in delivery.
7. If the purchaser is in default of acceptance or culpably violates other cooperation obligations, we are entitled to claim damages incurred, including additional costs.
To demand additional expenses amounting to 0.5% of the price of the delivered goods, but not exceeding a total of 5% of the price of the delivered goods. The proof of higher or lower additional expenses remains at the discretion of the contracting parties. Further claims due to default of acceptance remain unaffected.
8. In the case of return shipments initiated by the customer at our expense, the selection of the transport company must be coordinated with us prior to the return shipment. If this is not done, any transport costs incurred by us will not be reimbursed.
9. Transport and all other packaging in accordance with the Packaging Ordinance will not be taken back by us; except for standardized reusable packaging such as EU pallets and grid boxes. The purchaser is obliged to dispose of the packaging at his own expense.
10. Tools that are owned by us must be returned to us by the purchaser in perfect condition at his own expense.
11. Partial deliveries and corresponding invoicing are permissible unless they are unreasonable for the purchaser.
5. Use of Software
1. If software is included in the scope of delivery, the purchaser is granted a non-exclusive right to use the delivered software, including its documentation. It is only provided for use on the designated delivery item. The use of the software on more than one system is prohibited outside of the IT system supplied with the machine.
2. The purchaser may only reproduce, modify, translate or convert the software from object code to source code to the extent permitted by law (Sections 69a et seq. of the Copyright Act). The purchaser undertakes not to remove or alter manufacturer information, in particular copyright notices, without our prior express written consent.
3. All other rights to the software and documentation, including copies, remain with us or the software supplier. Sub-licensing is not permitted.
6. Transfer of Risk
Delivery is “ex works” (EXW 70839 Gerlingen Incoterms© 2010), unless expressly agreed otherwise.
The purchaser may not refuse to accept deliveries due to insignificant defects.
8. Complaints and Defect Notifications
1. Apparent material defects must be reported in writing by the purchaser immediately, but no later than 15 days after receiving the goods. Other material defects must be reported in writing by the purchaser immediately upon discovery.
2. If a defect notification is made unjustifiably, we are entitled to demand reimbursement for the expenses incurred, unless the purchaser can prove that they are not at fault for the unjustified defect notification.
3. Claims for material defects are excluded if the defect is not reported in a timely manner.
9. Installation and Commissioning
1. The installation and commissioning of machines or systems is carried out exclusively under our responsibility. We employ our own or authorized specialist personnel for this purpose. The relevant laws and guidelines (Working Time Act, Accident Prevention Regulations, Environmental Protection Act, etc.) must be complied with during installation and commissioning at the installation site.
2. The costs incurred by considering the relevant laws and guidelines during installation and commissioning are to be borne by the purchaser.
3. Access aids or access facilities such as stairs, ladders, work platforms, and podiums are not included in the scope of the machine offer. We assume that the purchaser has such universally usable aids available, such as mobile work platforms, pallet trucks, etc., which can be adapted and used accordingly.
4. Prior to the installation and commissioning of the machines or systems, the purchaser is responsible for constructing the necessary foundation. For this purpose, they will receive a foundation plan from us, which also indicates the energy requirements. Energy and other supply facilities are to be provided by the purchaser according to the specifications in the order confirmation. The connection of the machine to the power supply is to be carried out by specialist personnel appointed by the purchaser or by the purchaser themselves.
5. The foundation plan assumes an undisturbed environment. In particular, vibrations, shocks, and other disturbances caused by the environment, the building structure, or other manufacturing facilities and equipment are not taken into account in the foundation plan.
10. Material Defects/Legal Defects
1. Claims for material defects expire after 12 months. The foregoing provision does not apply if the law prescribes longer mandatory limitation periods.
2. The limitation period for material defects begins after delivery of the goods (transfer of risk).
3. If a material defect occurs within the limitation period, the cause of which already existed at the time of the transfer of risk, we can, at our discretion, remedy the defect or deliver a defect-free item as subsequent performance.
4. The limitation period does not start anew through subsequent performance, unless it is carried out for reasons of goodwill.
5. If subsequent performance fails, the purchaser may, without prejudice to any claims for damages, withdraw from the contract or reduce the remuneration in accordance with the statutory provisions.
6. Claims of the purchaser for necessary expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, shall be governed by the statutory provisions. However, they are excluded to the extent that the expenses increase because the subject matter of the delivery has subsequently been taken to a location other than the purchaser’s place of business, unless such relocation corresponds to its intended use.
7. Claims for subsequent performance do not exist in the case of only minor deviations from the agreed quality or only minor impairment of usability. Further rights remain unaffected by this.
8. Material defects do not include – natural wear and tear; typical wear parts include batteries, accumulators, measuring instruments, gauges. – characteristics of the goods or damages that occur after the transfer of risk due to improper handling, storage or installation, non-compliance with installation and handling instructions, excessive stress or use.
– Characteristics of the goods or damages that arise due to force majeure, special external influences that are not anticipated by the contract, or due to the use of the goods outside of the anticipated or ordinary use according to the contract;
– Non-reproducible software errors.
Claims for defects do not exist if modifications are made to the machine, control, or software by a third party or by the installation of parts of foreign origin, unless the defect is not causally related to the modification or the third party was expressly commissioned by us. We are not liable for the quality of the goods based on the design or choice of materials, provided that the purchaser has prescribed the design or material.
9. Claims for defects, including recourse claims by the purchaser, are excluded unless the purchaser has not had the defect remedied by us.
10. Warranty claims can only be asserted by the purchaser or its lessor. The purchaser is not entitled to assign its warranty claims against us unless we have expressly and in writing agreed to such assignment.
11. If the subject matter of the contract is not at the place of delivery, the purchaser shall bear all additional costs incurred by us in rectifying defects.
12. The provisions of this clause 10 shall apply mutatis mutandis to legal defects that are not based on the infringement of third-party rights.
11. Claims for damages
1. In the event of intent or gross negligence on our part or on the part of our representatives or vicarious agents, we shall be liable in accordance with the statutory provisions; the same applies in the event of culpable breach of material contractual obligations. Insofar as there is no intentional breach of contract, our liability for damages is limited to the foreseeable, typically occurring damage.
2. Liability for culpable injury to life, body, or health, as well as liability under the Product Liability Act, remains unaffected.
3. Further liability for damages, as provided for in clause 11.1, is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from negligence in the conclusion of the contract, other breaches of duty, or tort claims for compensation for property damage in accordance with § 823 of the German Civil Code (BGB).
4. To the extent that our liability for damages is excluded, this also applies to the personal liability for damages of our employees, representatives, and agents.
5. The above provisions do not entail a shift in the burden of proof to the detriment of the purchaser.
12. Retention of title
1. We reserve ownership of the delivered machines or goods until all claims to which we are entitled from the business relationship, present and future, have been fully satisfied.
2. The purchaser is obliged to insure our products at their own expense against fire, water, and theft damage, up to the replacement value. If maintenance and inspection work is required, the customer must carry out these at their own expense and in a timely manner.
3. The purchaser is entitled to process or combine our products within the scope of their regular business operations. We acquire co-ownership of the products resulting from the processing or combination, as security for our claims mentioned in clause 12.1, which the purchaser hereby transfers to us in advance. The purchaser is obliged to store the items subject to our co-ownership as a contractual ancillary obligation, free of charge. The extent of our co-ownership interest is determined by the ratio of the value that our product (calculated based on the final invoice amount including VAT) and the product resulting from the processing or combination have at the time of processing or combination.
4. The purchaser is authorized to resell the goods in the ordinary course of business for cash payment or under retention of title. The purchaser hereby assigns to us all claims and ancillary rights arising from the resale of our products, in full, regardless of whether our product has been further processed or not. We accept the assignment today. The assigned claims serve as security for our claims under clause 12.1. The purchaser is authorized to collect the assigned claims. We may revoke the purchaser’s rights under this clause 12.3 if the purchaser fails to fulfill its payment obligations towards us properly, falls into arrears with payment, suspends its payments, or if the purchaser applies for the opening of insolvency proceedings or a comparable debt settlement procedure concerning its assets. We may also revoke the purchaser’s rights under this clause 12.3 if there is a significant deterioration in the purchaser’s financial circumstances or if the purchaser is or becomes insolvent or overindebted.
5. Upon our request, the purchaser must immediately inform us in writing of the parties to whom it has sold goods that are owned or co-owned by us, and the claims arising from the resale that it is entitled to, and must provide us with publicly certified documents regarding the assignment of the claims at its own expense.
6. The purchaser is not authorized to make any other dispositions regarding the objects that are subject to our reservation of title or co-ownership, or regarding the assigned claims. The purchaser must immediately inform us of any seizures or other legal impairments of the objects or claims that belong to us, in whole or in part. The purchaser bears all costs that are necessary to lift the third-party’s access to our reserved or secured property and to recover the object, to the extent that they cannot be recovered from third parties.
7. We commit ourselves to release the securities to which we are entitled upon 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 selection of the securities to be released is at our discretion.
8. We also reserve the ownership and copyright rights to illustrations, drawings, calculations, and other documents. This applies in particular to written documents marked as “confidential”. Our explicit consent is required before they are passed on to third parties.
1. In the event of a breach of contract by the buyer, particularly in the case of payment default, we are entitled to terminate the contract after a reasonable grace period has expired, without prejudice to our other contractual and legal rights.
2. We are entitled to terminate the contract without setting a grace period if the buyer suspends payments or applies for the opening of insolvency proceedings or a comparable debt settlement procedure concerning its assets.
3. After the declaration of termination, the buyer must immediately grant us or our authorized representatives access to the items subject to retention of title and surrender them. After giving appropriate advance notice, we may otherwise dispose of the items subject to retention of title to satisfy our due claims against the buyer. The proceeds from the disposal will be credited to the customer’s liabilities, minus reasonable disposal costs. In addition, we are entitled to shut down the machines we have supplied and secure them against further use.
4. The provisions of this clause 13 do not restrict statutory rights and claims.
1. The purchaser undertakes to treat all agreements made strictly confidential. They agree to treat all non-obvious commercial and technical details that become known to them through the business relationship as trade secrets.
2. Drawings, models, templates, samples, or similar objects may only be used for the purpose of fulfilling the contract and must not be handed over or otherwise made accessible to unauthorized third parties. The reproduction of such objects is only permitted within the scope of operational requirements and copyright provisions.
15. General provisions
1. If any provision of these terms and any additional agreements made becomes or is invalid, the validity of the remaining provisions shall not be affected. The contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to achieving the same economic effect.
2. The place of jurisdiction for district court proceedings is Ludwigsburg, and for regional court proceedings, it is Stuttgart if the purchaser is a merchant, has no general domestic place of jurisdiction, or, after the conclusion of the contract, moves their residence or habitual abode out of the country or their residence or habitual abode is not known at the time of filing the lawsuit. We are also entitled to bring an action before a court that has jurisdiction over the purchaser’s registered office or branch.
3. Unless otherwise stated in the order confirmation, our place of business is the place of performance.
4. German law shall exclusively apply to all legal relationships between us and the purchaser.