General Terms and Conditions of Scaleson UG (haftungsbeschränkt)
§1 Scope and Application
1.1
These General Terms and Conditions apply to all shipments and deliveries by Scaleson UG (haftungsbeschränkt) in Germany and other countries. Any modifications made by the customer, which differ from these General Terms and Conditions are invalid.
1.2
The General Terms and Conditions apply to all contracts defined by Section 310 of the German Civil Code (BGB). The General Terms and Conditions also apply to all future transactions with the customer.
§2 Offers, Orders
2.1
All offers made by Scaleson are subject to written confirmation. Scaleson product information represents an invitation to the customer to place a corresponding order. Product drawings, specifications of dimensions, weights and performance are considered approximate. Such specifies are not contractually binding, unless they are expressly designated as such. Scaleson reserves ownership and copyrights to cost estimates, drawings and other documents. Third parties are not permitted access to such data.
2.2
A contract is valid only if agreed to in writing by Scaleson or if Scaleson performs on the customer’s order. In any case, customers are bound by their orders for a period of four (4) weeks.
2.3
Contracts do not include the production or delivery of protective devices, power or power supply lines, foundations, girder supports, ceiling rails or similar items, unless expressly agreed to in writing. Drawings required for foundations, girder supports and ceiling rails are to be obtained from Scaleson.
§3 Prices and Payment
3.1
Prices are EXW (ex works) Scaleson facilities in Backnang, Germany and exclude packing, shipping, insurance, assembly, stamp duty taxes, customs duties, calibration and similar costs. The statutory rate of value-added tax is added to the contract price. Packing costs and value-added taxes are invoiced separately.
3.2
Where economic conditions substantially change during term of the contract performance, e.g. as a result of rises in wages or material costs, Scaleson shall be entitled to increase the agreed price by a proportional amount. In the event of such an increase, the customer may cancel the contract within two (2) weeks from the time of written notice of the increase.
3.3
Except as otherwise agreed, invoices are due and payable and shall be paid net within thirty (30) days of their date of issue or within ten (10) days with a two percent (2%) discount, provided, however, that no discount may be applied to incidental costs, calibration fees, packing, etc.
3.4
If the payment is late, Scaleson is entitled, without establishing special damages, to charge eight percent (8%) interest above the prevailing base interest rate. No waiting period applies. Scaleson also reserves the right to assert a claim for higher damages in the case of default.
3.5
Where invoices for both goods shipped and for assembly or customer services are open simultaneously, incoming payments will initially be used to settle assembly and customer services accounts. Any instructions to the contrary by the customer at the time of payment are invalid.
3.6
Invoices issued by Scaleson may only be offset against counterclaims that have been agreed to by Scaleson or are already irrevocably established by court settlement or agreed to in writing between the parties.
3.7
The customer is entitled to exercise a right of delay on invoices where invoices and counterclaims are based on the same contract.
§4 Deliveries and Shipments
4.1
Scaleson reserves the right to make changes to the product design and shape during the contract period, provided the delivered item and its appearance are not altered substantially.
4.2
Where the contracted product must be specifically or separately produced, Scaleson will send the customer drawing specifications to be checked ahead of time. The period for delivery in such case commences when, Scaleson receives the drawing after approval and signature by the customer.
4.3
If the order is placed for shipment(s) to be made on call, the customer will order delivery within one (1) year of the original contract date. If the customer does not call for delivery, the goods shall be deemed to have been called for on the last day of the contract year.
4.4
If Scaleson fails to timely perform, the customer will grant a one (1) month grace period for Scaleson´s performance or reperformance. The grace period starts on the date when Scaleson receives a letter from the customer after default has commenced. On expiration of the grace period, the customer is entitled to withdraw from the contract.
4.5
Claims for compensation made in connection with late performance are invalid unless they involve intentional acts or gross negligence.
4.6
Circumstances which make it impossible or extremely difficult to produce or deliver the product, including but not limited to force majeure, governmental interference, business interruptions, etc., even if they occur at Scaleson´s supplier, release Scaleson from its delivery obligation for the duration of the delay or its after-effects. The period of grace stipulated in subsection 4.4 does not apply in these circumstances. Scaleson and its customer are also entitled in these cases to cancel the contract.
§5 Shipping
5.1
Scales capable of calibration may be insured against breakage by Scaleson, unless the customer expressly refuses this beforehand in writing. The customer shall pay the insurance costs amounting to 1% of the selling price. Scalesonshall also be entitled, unless the customer expressly refuses, to insure the goods in other cases at the customer’s expense.
5.2
Where goods for delivery in Germany are packed in cases or crates, they will be credited at their full value when they are returned undamaged and carriage is paid within thirty (30) days. Disposal of other packaging, according to § 3 (1) No. 1 of the German Packaging Ordinance is the responsibility of the customer at his own expense and in no case is such packaging to be returned to Scaleson UG (haftungsbeschränkt).
§6 Assembly
6.1
Assembly and operational installation outside the Scaleson factory shall take place only using separate calculation by Scaleson or by a third party appointed by Scaleson, if this was agreed to in writing.
6.2
Assembly does not include the construction of foundations, girder supporters, etc. Foundations shall be properly constructed, cement shall be dry and well cured. The customer will ensure that electrical power connections are available up to the assembly site. The assembly worker must have unrestricted access to the assembly site. Costs of delays shall be borne by the customer. Customers are charged separately whenever a flat-rate fee is agreed upon for assembly work. If required, the customer must provide temporary staff free of charge.
§7 Warranty, Liability
7.1
If the delivered product contains defects for which Scaleson is responsible, Scaleson is entitled to either rectify the defect or supply a replacement product. Replaced parts shall become the property of Scaleson. The legal penalties apply if attempts to rectify the defect fail or the replacement delivery is defective.
7.2
The customer is required to give Scaleson sufficient time and the opportunity to carry out any reworks or make replacement deliveries. Any interference with this provision releases Scaleson from its liability for any resulting damage.
7.3
The warranty period shall be one (1) year calculated from the date of passing of risk.
7.4
Scaleson is not liable for minor departures from insignificant contractual obligations. Scaleson`s liability for minor negligence in performance of material contract obligations is limited to compensation for consequential damages that are foreseeable by Scaleson. Scaleson is not liable for consequential damages that are atypical or unforeseeable. This limitation does not apply to personal injury claims.
7.5
Scaleson is not liable for damage and losses occurring during shipping or transportation. This provision shall apply even if Scaleson paid the shipping costs.
7.6
Scaleson is not liable for damage which occurs due to any of the following reasons: Unsuitable, improper storage or use, incorrect assembly or subcontracting by the customer or third parties, ordinary wear and tear, changes or interventions, incorrect or negligent handling, including but not limited to, especially excessive stress, unsuitable operating resources, replacement materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences, except they were caused by Scaleson.
7.7
In the case of scales, which require calibration, the error limits are based on the official production and calibration regulations prescribed after issue of the order for the type of scales relating to the customer‘s information or the discernible utilization purpose. The production and calibration regulations of the country of destination shall be used as a basis for deliveries which, according to Scaleson´s knowledge, are intended for export if they were provided to Scaleson by the customer.
7.8
In the case of scales which are not subject to calibration and scales where Scaleson is unable to determine from the customer’s information whether calibration is obligatory, Scaleson accepts liability for accuracy only to the extent stipulated in the order confirmation.
7.9
Scaleson accepts no liability for the calibration of parts of scales and weighing systems suitable for calibration if these parts are incorrectly installed in the scales or weighing systems. If the delivered item is installed or combined with other equipment, claims may only be enforced prior to installation or combination. If Scaleson supplied the equipment for the delivery or collection of the weighing product or weighing equipment, or assumes liability by contract for other reasons, liability shall be restricted to those weighing products which the customer sent or provided in sufficient quantities so that their properties could be verified.
7.10
If operational, climatic or other influences lead to a substantial change in conditions or physical states, the warranty for the perfect functioning of the equipment no longer applies.
7.11
If Scaleson warrants a specific product, the warranty means the product will be free of defects during the warranty period.
7.12
Claims for remedy, damages and replacement use limited to one year of delivery of the goods. The foregoing limitation does not apply to claims for damages for personal injury.
§8 Reservation of Ownership
8.1
The goods supplied remain the property of Scaleson until the purchase price is paid in full and until payment of all previous and future deliveries within the business relations, including all secondary claims (if payment is made by a bill of exchange or check up to a full credit note for the same). The customer is obliged to store the goods for Scalesonfree of charge.
8.2
Before receiving title to the goods, the customer is not entitled to pledge them to third parties or assign them by way of security. However, the customer is permitted to sell them in the ordinary course of business. In such case the customer also is entitled to assert Scaleson´s reservation of title vis-à-vis the purchaser.
8.3
The customer hereby assigns to Scaleson as security all it claims against third parties arising from resale of the goods. As long as the customer duly complies with his payment obligations towards Scaleson, he shall be authorized to collect this claim for the account of Scaleson. However, Scaleson is entitled to inform the purchasers – whose names shall be communicated to Scaleson on request – about this assignment and to issue them instructions to pay Scaleson.
8.4
Any interventions by third parties regarding the goods delivered under reservation of title or the claims assigned to Scaleson are not regarded as a waiver of the reservation of title or as withdrawal from the contract.
8.5
At the request of the customer, Scaleson must release the securities accruing to it if the value of the securities exceeds the claim to be secured by more than twenty percent (20%).
§9 Reimportation
Goods which were exported by Scaleson or sold in Germany for the purpose of export may only be re-imported with the express written approval of Scaleson. The customer is obliged to compensate Scaleson for all the damages which Scaleson incurs as a result of a contravention of this regulation by the customer or his purchaser.
§10 General Provisions
10.1
This contract is subject to and will be interpreted under the law of the Federal Republic of Germany. The UN Convention on the International Sale of Goods does not apply to this contract.
10.2
The place of performance for both contracting parties shall be Backnang, Federal Republic of Germany.
10.3
Jurisdiction for filing legal actions is Stuttgart. Scaleson is entitled to take legal action at the principal place of business of the customer or its place of incorporation.
10.4
If one of the terms of these General Terms and Conditions is or becomes invalid, or if the executed contract contains a lapse, the rest and remainder of the contract remains in full force and effect and the invalidity of one term or terms does not affect the validity of the other clauses or the whole.
General Conditions of Purchase of Scaleson UG (haftungsbeschränkt)
§1 Area of application
1.1
These conditions of purchase apply exclusively. Any terms and conditions of the supplier that are contrary to or deviate from our terms and conditions shall not be recognised – even if a delivery or service is accepted.
1.2
Our terms and conditions of purchase also apply to all future transactions with the supplier.
§2 Order
Verbal orders and agreements require our written confirmation to be valid.
§3 Prices – Terms of payment
3.1
The prices are to be formed including value added tax. The prices are fixed prices and apply free of charge to the receiving point named by us. Packaging and shipping costs shall only be reimbursed additionally in the event of a separate agreement made in individual cases. They shall be credited to Scaleson UG (haftungsbeschränkt) if the packaging is returned carriage paid.
3.2
The shipping risk until acceptance of the delivery is borne by the supplier.
3.3
Invoices shall be issued separately for each order immediately after dispatch of the goods, quoting the order number issued by Scaleson UG (haftungsbeschränkt). The VAT shall be shown separately on the invoice. Invoices not issued in due form shall be deemed not to have been issued.
3.4
Payment shall be made after receipt of the goods in accordance with the contract and receipt of the proper verifiable invoice. The supplier’s invoices shall be settled as follows, at the supplier’s option: 3% discount for payment within 14 days, net within 30 days, in each case in cash or discount. Discount is deducted from the invoice amount including value added tax.
3.5
In the event of defective delivery, Scaleson UG (haftungsbeschränkt) shall be entitled to withhold payment in proportion to the value until proper performance.
3.6
The supplier shall not be entitled to assign his claim against Scaleson UG (haftungsbeschränkt) or have it collected by third parties without the prior written consent of Scaleson UG (haftungsbeschränkt), which may not be unreasonably withheld. Scaleson UG (haftungsbeschränkt) shall be entitled to offset against due or old claims.
§4 Delivery time – delay in delivery
4.1
The delivery time stated in the order is binding. The receipt of the goods at Scaleson UG (haftungsbeschränkt) shall be decisive for compliance with the delivery date or delivery period.
4.2
The statutory provisions shall apply to the prerequisites and legal consequences of default.
4.3
Scaleson UG (haftungsbeschränkt) shall be entitled to refuse acceptance of goods delivered before the delivery date specified in the order and to return the goods delivered prematurely at the supplier’s expense and risk or to store them with third parties. If Scaleson UG (haftungsbeschränkt) is prevented from accepting the delivery as a result of circumstances which Scaleson UG (haftungsbeschränkt) cannot avert despite reasonable care (operational disruption, strike, lockout), the acceptance date shall be postponed by the duration of the hindrance. If acceptance is not possible for longer than 6 months due to the above-mentioned circumstances, Scaleson UG (haftungsbeschränkt)s shall be entitled to withdraw from the contract without any claims being asserted against Scaleson UG (haftungsbeschränkt).
§5 Delivery and delivery addresses
All shipments must be accompanied by a delivery note stating our order number and part numbers. The delivery note must also contain information on gross and net weight. In case of partial deliveries, the remaining quantity to be delivered must be indicated. In addition, a dispatch note must be sent by separate post. The goods shall be delivered to the agreed means of storage. The supplier shall mark each storage means with order number, article number and quantity. Goods that are not properly delivered can be repacked or labelled at the supplier’s expense.
Scaleson UG (haftungsbeschränkt)
Mellenseestr. 21
15806 Zossen
Goods receiving department: Monday – Friday: 7.00am – 14:00pm
Deliveries outside these times will not be accepted.
§6 Notification of defects
Scaleson UG (haftungsbeschränkt shall be obliged to inspect the goods for quality or quantity deviations within the circumstances of a proper course of business. Scaleson UG (haftungsbeschränkt shall be entitled to carry out the inspection by random sampling and, without prejudice to other claims, to reject the goods completely if the permissible limit quality values or the AQL values are exceeded, or to inspect the goods 100% at the supplier’s expense and risk and to demand replacement of the actually defective parts. In this respect, the supplier waives the objection of late notification of detected defects.
§7 Warranty
7.1
The supplier shall ensure that the goods comply with Scaleson UG (haftungsbeschränkt)´s specifications and other information such as standards and other technical documents, and shall check them for this before dispatch. In any case, the goods must comply with the generally accepted rules of technology as well as with the industrial safety and accident prevention regulations, as they are particularly specified in DIN standards, VDE regulations and other recognised technical regulations.
7.2
The supplier shall provide a warranty for a period of 24 months from acceptance.
§8 Liability
8.1
The supplier shall be liable within the scope of the statutory provisions for any damage caused to Scaleson UG (haftungsbeschränkt) and/or third parties by his behaviour contrary to the contract or other damaging behaviour. In this respect, the supplier shall indemnify Scaleson UG (haftungsbeschränkt) from all claims for damages by third parties.
8.2
In urgent cases, Scaleson UG (haftungsbeschränkt) shall be entitled, without prejudice to its other claims, to remedy defects itself at the supplier’s expense and risk after notifying the supplier. This shall also apply to the defects detected during the inspection according to § 6.
8.3
Scaleson UG (haftungsbeschränkt) reserves the right to charge the supplier for the costs of return and inspection in the event of complaints. The tolerance of the delivery quantity may not exceed plus/minus 5 %.
8.4
Claims for damages as a result of breaches of contract caused byScaleson UG (haftungsbeschränkt) and claims against Scaleson UG (haftungsbeschränkt) in tort are limited to cases of gross negligence and intent. The same shall apply to damages resulting from the breach of obligations during contract negotiations. In the event of a breach of material contractual obligations (so-called cardinal obligations), Scaleson UG (haftungsbeschränkt)’ liability shall be limited to compensation for typical damage that Scaleson UG (haftungsbeschränkt) could have foreseen. Scaleson UG (haftungsbeschränkt) shall not be liable for consequential damages that are atypical of the contract or unforeseeable, nor for damages controllable by the supplier.
§9 Secrecy
Drawings, drafts, samples, manufacturing instructions, etc. which Scaleson UG (haftungsbeschränkt) has provided to the supplier for the purpose of submitting a quotation or executing an order shall remain the property of Scaleson UG (haftungsbeschränkt) and may not be used for other purposes, duplicated or made available to third parties. The supplier undertakes to keep the technical knowledge, which he receives from Scaleson UG (haftungsbeschränkt) within the scope of the business relations, secret with the necessary care, as long as and insofar as the knowledge has not already been published and/or is published without his intervention.
§10 Advertising/sales promotion
10.1
Drafts, layouts, drawings etc. must be created by the supplier in such a way that they do not have to be subjected to visual changes during implementation (i.e. correct perspective, correct proportions, colour fidelity as far as technically possible).
10.2
Litho works must be submitted exclusively on the material corresponding to the final form.
10.3
For press proofs, the complete colour wedge, punching, typesetting and printing formats, trim and register marks must be printed. Fine data are considered the property of the client and must be handed over to him on request. Data carriers must be created with the current software (WINDOWS).
10.4
In the case of print offers, the correspondingly proposed material samples must always be supplied. Print run forms are to be delivered with complete printing standards before production release.
10.5
All advertising materials are to be packed individually, handy. The article identification (no.) must be visibly attached on the outside. The Euro pallet dimensions (B60 cm, L120 cm) must be observed. The height of 175 cm must not be exceeded.
§11 General provisions
11.1
Place of performance is the receiving point designated by Scaleson UG (haftungsbeschränkt).
11.2
Place of jurisdiction is Backnang. However, Scaleson UG (haftungsbeschränkt) shall also be entitled to bring an action at the supplier’s registered office.
11.3
The law of the Federal Republic of Germany shall apply to the exclusion of the uniform UN Convention on Contracts for the International Sale of Goods.
11.4
Should one of these provisions be or become invalid, or should the contract concluded on its basis contain a loophole, the validity of the remaining provisions shall remain unaffected.