The General Terms & Conditions of Schroeder Valves GmbH & Co.KG (“Schroeder Valves”) will govern all sales of Schroeder Valves’ products, including products, equipment and parts, or services manufactured or sold by Schroeder Valves (together: “Products”) to our customers (“the Buyer”).
These Terms & Conditions shall apply for contracts with customers, who are a business entity (“Unternehmer”, § 14 of the German Civil Code), a legal entity under public law or a special public-law asset ("öffentlich-rechtliches Sondervermögen") as well as for contracts with consumers according to § 13 of the German Civil Code.
Deviations from our terms and conditions must be agreed in writing. This also applies to collateral agreements, assurances and subsequent changes to the contract. Deviating agreements shall be included in the order confirmation.
Terms and conditions of the buyer, even if they have been referred to in the order, shall not become part of the contract even if we do not expressly object to them.
Orders only become binding with our order confirmation.
Should individual provisions in these terms of sale or a provision within the framework of other agreements between the buyer and us be invalid, this shall not affect the validity of the remaining provisions. In such a case, the contracting parties are obliged to agree on a valid provision corresponding to the economic sense and purpose of the invalid provision.
Agreed delivery periods shall commence from the time of commercial and technical clarification. Compliance with the delivery period shall be subject to correct and punctual self-delivery and shall apply subject to unforeseeable circumstances and obstacles. It is calculated on the basis of the current production load.
2. Prices and terms of payment
The prices stated in our order confirmations, plus statutory value added tax where applicable, shall be authoritative. Customs duties, investigation fees, currency compensation amounts and other fees based on public law regulations shall be borne by the purchaser.
The buyer can only assert a right of retention if it is based on claims from the purchase contract. If a notice of defects is asserted, payments by the buyer may be withheld to an extent that is in reasonable proportion to the defects that have occurred.
3. Reservation of title
We deliver exclusively under retention of title. All goods shall remain our property until all claims arising from the business relationship have been settled, including future and conditional claims.
The buyer is entitled to resell the reserved goods in the normal course of business. The buyer's claims from the resale of the reserved goods are already now assigned to us in the amount of the final invoice amount (incl. VAT). If the reserved goods are sold by the purchaser together with other goods not delivered by us, the assignment of the claims from the resale shall only apply to the amount of the value of the reserved goods sold as stated in our invoices. The purchaser is obliged to notify his debtors of the assignment at our request. Claims and names of the buyer's debtors are to be communicated to us.
The buyer is entitled to collect claims from the resale. If the purchaser is in default of payment or if we become aware of circumstances which, according to commercial judgement, are suitable to reduce the creditworthiness of the purchaser, we shall be entitled to revoke the right to collect.
The transfer by way of security or pledging of goods owned by us is inadmissible. In the event of access by third parties to the reserved goods, in particular seizure, the buyer shall draw attention to our ownership of the goods and inform us immediately by sending us a copy of the seizure protocol.
In the event of the buyer's default in payment or other non-fulfilment of contractual obligations, we shall be entitled, after issuing a reminder and setting a reasonable payment deadline, to take back the goods delivered by us. The taking back of the reserved goods does not constitute a withdrawal from the contract. In addition, if the buyer does not meet his obligations at maturity, we are authorized to exploit the reserved goods and other securities with the greatest possible consideration for the interests of the buyer at any time and also without judicial proceedings. The utilization may take place only after we have threatened this to the buyer at least 14 days before.
4. Transfer of risk and transport
The transfer of risk to the buyer occurs when the goods are handed over to the forwarding agent or carrier, but at the latest when they leave the warehouse or, in the case of direct shipment ex works, when they leave the factory. This shall also apply if we have assumed further services or partial deliveries are made.
If the shipment is delayed due to circumstances for which the buyer is responsible, the risk shall pass to the buyer from the day of the offer being handed over.
Delivered items, even if they have minor defects, are to be accepted by the purchaser without prejudice to the rights arising from the following paragraph 5.
5. Notice of defects and warranty
The buyer has to examine the received goods immediately after arrival for defects, condition and warranted characteristics. Obvious defects must be reported immediately. Disassembly/reassembly of the valve is carried out according to the operating instructions and requires prior consultation with the manufacturer. No warranty shall be assumed for damage arising from unsuitable or improper use, faulty assembly or commissioning by the purchaser or third parties, neglected maintenance work if this is customary and/or recommended by the manufacturer, normal wear and tear, faulty or negligent handling, unsuitable operating materials, replacement materials, defective construction work, chemical, electronic or electrical influences, insofar as these are not attributable to our fault.
In the event of rectification of defects, the buyer shall set us a reasonable deadline for the necessary work. Any modifications or repair work carried out improperly by the purchaser or third parties without our prior approval shall invalidate the liability for the resulting consequences.
6. Dimensions and weights
The dimensions and weights stated in our documents and offers are approximate values. Illustrations and drawings are non-binding and not authoritative unless they are expressly designated as binding. We reserve the right to make design and shape changes to the delivery item provided that the delivery item is not substantially changed, the product characteristics are retained and the changes are reasonable for the buyer.
7. Confidential information and copyrights
Offers and documents such as plans, drawings, sketches and drafts may not be made accessible to third parties without our consent.
Ownership and copyright of these documents remain with us. Ownership of plans, sketches and drawings for fittings and other items delivered to the purchaser shall pass to the purchaser with ownership of these items.
8. Place of jurisdiction and applicable law
Place of performance and exclusive place of jurisdiction for deliveries and payments as well as for all disputes arising between the parties shall be our registered office.
The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
Schroeder Valves GmbH & Co. KG
Effective Date: August 1, 2018