General Terms of Business and Technical Delivery Conditions § 1

§ 1 General

The following Terms of Business apply to all present and future business relations between us and business entities (Unternehmer). They do not apply to business relations with consumers. The terms shall be deemed accepted upon receipt of the goods or services at the latest. Differing, contradicting or complementary terms of business of our contract partners shall not be incorporated in the contract, even if our attention is drawn to the same, unless their validity has been explicitly approved in writing.

§ 2 Offer and Order

  • 2.1 Our offers are without engagement. We expressly reserve the right to make technical changes.
  • 2.2 The documentation associated with an offer such as sketches, drawings, weights, quantities and measurements give only approximate information unless they are explicitly denoted as binding.
  • 2.3 Upon placing an order for goods, the buyer bindingly declares its intention to purchase the ordered goods. The seller is entitled to accept the contract offer represented by the purchase order within two weeks after receiving it. Acceptance may be declared either in writing or by delivery of the goods to the buyer.
  • 2.4 The contract shall be concluded subject to correct and timely receipt of supplies by us from our own suppliers. This shall only apply in the event that we are not responsible for non-delivery, particularly in the case of a congruent covering transaction with our supplier. The buyer shall be informed immediately of the non-availability of supplies.

§ 3 Prices

Unless explicitly agreed otherwise in writing, the quoted prices are net prices ex works, excluding packaging. In the case of deliveries and services in Germany the prices shall be subject to Value Added Tax at the applicable statutory rate.

§ 4 Special Products

  • 4.1 When special products are supplied we reserve the right to make surplus or short deliveries of up to 10 % due to production tolerances. Cancellation of the order is not possible.
  • 4.2 Information regarding the construction, measurements and the like requires written confirmation from us.
  • 4.3 We reserve all rights, in particular but not limited to copyrights and ownership rights, regarding all documents related to the offer and technical documentation. They may not be made available to third parties.
  • 4.4 It is deemed agreed that any contribution made by the buyer to models or tools shall not cancel our exclusive ownership.

§ 4 Special Products

  • 4.1 When special products are supplied we reserve the right to make surplus or short deliveries of up to 10 % due to production tolerances. Cancellation of the order is not possible.
  • 4.2 Information regarding the construction, measurements and the like requires written confirmation from us.
  • 4.3 We reserve all rights, in particular but not limited to copyrights and ownership rights, regarding all documents related to the offer and technical documentation. They may not be made available to third parties.
  • 4.4 It is deemed agreed that any contribution made by the buyer to models or tools shall not cancel our exclusive ownership.

§ 5 Delivery

  • 5.1 Delivery dates or periods shall only be effective if given in writing, irrespective of whether they have been agreed as binding or non-binding.
  • 5.2 Individually agreed dates or periods of delivery shall commence upon the sending of our order confirmation.
  • 5.3 We shall not be liable to uphold dates and periods, including those bindingly agreed, when delays in deliveries and services are due to force majeure and to events which make it not only temporarily very difficult or impossible for us to make the delivery, such as strikes, lock-outs, official directives etc., including those applying to our suppliers or their suppliers. Such delays shall entitle us to postpone the delivery or service by the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract totally or partially with regard to the unfulfilled part.
  • 5.4 Where the hindrance continues for longer than three months or where a binding delivery date was agreed, the customer shall be entitled, after setting a reasonable supplementary deadline, to withdraw from the contract in respect of the unfulfilled part.
  • 5.5 We may only avail ourselves of the aforementioned circumstances if we have informed the customer without delay of the circumstances and of the resulting impediments to the delivery.
  • 5.6 We shall be entitled to perform partial deliveries or partial services at any time unless partial delivery or partial service is not of interest to the customer.
  • 5.7 The fulfillment of our obligations in respect of deliveries and services presupposes that the buyer has met its obligations in a timely and proper manner.
  • 5.8 If the buyer delays acceptance, we shall be entitled to claim compensation for any damages incurred thereby. Upon the beginning of the delay in acceptance, the risk of accidental deterioration or accidental loss shall transfer to the buyer.

§ 6 Transfer of Risk

  • 6.1 Deliveries are made ex works. Risk of accidental loss and accidental deterioration of the goods shall transfer to the buyer as soon as the goods are handed over; in the case of a sale to destination according to buyer’s instructions the risk shall transfer to the buyer upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to execute delivery.
  • 6.2 The goods shall also be deemed handed over should the customer be in default with acceptance.

§ 6 Transfer of Risk

  • 6.1 Deliveries are made ex works. Risk of accidental loss and accidental deterioration of the goods shall transfer to the buyer as soon as the goods are handed over; in the case of a sale to destination according to buyer’s instructions the risk shall transfer to the buyer upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to execute delivery.
  • 6.2 The goods shall also be deemed handed over should the customer be in default with acceptance.

§ 7 Terms of Payment

  • 7.1 The terms of payment agreed in writing for each order are always applicable.
  • 7.2 If no terms of payment have been agreed, the buyer agrees to effect payment after receipt of the goods or service
    within 10 days of the date of invoice without deductions.
  • 7.3 After the contractual period of payment has expired, the buyer will be in default of payment. While in default of payment the buyer shall pay interest of 8 % above the base interest rate of the European Central Bank (plus VAT if applicable) on the money owed. We reserve the right to demonstrate and assert against the buyer higher damages caused by default.
  • 7.4 The buyer shall not be entitled to offset counterclaims against payment unless the counterclaim has been established as final by a court of law or is undisputed by us. It is deemed agreed that the buyer may only exercise a retaining lien if the counterclaim is based on the same contractual relationship.
  • 7.5 If the buyer has difficulty with payment, in particular but not limited to default of payment etc., we shall be entitled to stop all further deliveries or demand advance payment for outstanding deliveries and to call due all unpaid – including deferred – invoice amounts immediately.

§ 8 Warranty

  • 8.1 We guarantee to eliminate defects in the goods at first either by subsequent rectification work or by substitute delivery, at our discretion.
  • 8.2 Should the subsequent performance fail, the buyer may in all cases at its discretion choose to demand a reduction in the purchase price (Minderung) or to rescind the contract (Rücktritt). In the event of a minor breach of contract, in particular but not limited to minor material defects, the buyer shall not be entitled to withdraw from the contract.
  • 8.3 On receipt of the delivered goods, the buyer must, where this is possible in the normal course of business, immediately inspect the goods and notify us immediately of any apparent defects. If the customer fails to notify us, the goods will be considered approved, unless the defect in question was not recognizable at the time of the inspection. If a hidden defect appears later, it must be reported immediately upon its discovery; otherwise the goods shall be deemed to have been accepted even taking the defect into consideration. The seller may not, however, avail itself of these provisions if the defect was fraudulently concealed. The customer alone shall bear the onus of proof regarding all prerequisites for claims, in particular but not limited to the defect itself, the time the defect is discovered and the timeliness of the notification of defect.
  • 8.4 Should the buyer opt to withdraw from the contract on grounds of a defect of title or material defect after the failure of subsequent performance, then it shall not additionally be entitled to any claim for damages due to the defect.
    Should the buyer opt to assert a claim for damages after the failure of subsequent performance, the goods shall, where reasonable, remain in the possession of the buyer. Claims for damages shall be limited to the difference between the purchase price and the value of the defective item except in the case of a fraudulent breach of contract on our part.
  • 8.5 The warranty period is one year from delivery of the goods.
  • 8.6 Only the product description of the manufacturer shall in principle be deemed to be the agreed upon properties of the goods. Public statements, recommendations or advertising of the manufacturer do not represent additional contractual qualities of the goods.
  • 8.7 If operating and maintenance instructions or product information in leaflets provided by us or the manufacturer of the goods are not followed, modifications are made to the products, parts are replaced or expendable materials are used which do not correspond to the original specifications, or if maintenance and/or repair work is carried out by unauthorized parties, all warranty shall become void. The buyer shall, however, be at liberty to counter a substantiated assertion in this respect on our part with circumstances proving that the defect is not due to one of the aforementioned causes.
  • 8.8 Any warranty claims of the buyer are conditional upon proper storage and handling of the delivered goods. The seller must be given the opportunity to inspect the goods to which objection has been made. Failing this, or should the buyer, particularly on demand, not make the goods to which objection has been made immediately available, all claims arising from defects shall become void.

§ 8 Warranty

  • 8.1 We guarantee to eliminate defects in the goods at first either by subsequent rectification work or by substitute delivery, at our discretion.
  • 8.2 Should the subsequent performance fail, the buyer may in all cases at its discretion choose to demand a reduction in the purchase price (Minderung) or to rescind the contract (Rücktritt). In the event of a minor breach of contract, in particular but not limited to minor material defects, the buyer shall not be entitled to withdraw from the contract.
  • 8.3 On receipt of the delivered goods, the buyer must, where this is possible in the normal course of business, immediately inspect the goods and notify us immediately of any apparent defects. If the customer fails to notify us, the goods will be considered approved, unless the defect in question was not recognizable at the time of the inspection. If a hidden defect appears later, it must be reported immediately upon its discovery; otherwise the goods shall be deemed to have been accepted even taking the defect into consideration. The seller may not, however, avail itself of these provisions if the defect was fraudulently concealed. The customer alone shall bear the onus of proof regarding all prerequisites for claims, in particular but not limited to the defect itself, the time the defect is discovered and the timeliness of the notification of defect.
  • 8.4 Should the buyer opt to withdraw from the contract on grounds of a defect of title or material defect after the failure of subsequent performance, then it shall not additionally be entitled to any claim for damages due to the defect.
    Should the buyer opt to assert a claim for damages after the failure of subsequent performance, the goods shall, where reasonable, remain in the possession of the buyer. Claims for damages shall be limited to the difference between the purchase price and the value of the defective item except in the case of a fraudulent breach of contract on our part.
  • 8.5 The warranty period is one year from delivery of the goods.
  • 8.6 Only the product description of the manufacturer shall in principle be deemed to be the agreed upon properties of the goods. Public statements, recommendations or advertising of the manufacturer do not represent additional contractual qualities of the goods.
  • 8.7 If operating and maintenance instructions or product information in leaflets provided by us or the manufacturer of the goods are not followed, modifications are made to the products, parts are replaced or expendable materials are used which do not correspond to the original specifications, or if maintenance and/or repair work is carried out by unauthorized parties, all warranty shall become void. The buyer shall, however, be at liberty to counter a substantiated assertion in this respect on our part with circumstances proving that the defect is not due to one of the aforementioned causes.
  • 8.8 Any warranty claims of the buyer are conditional upon proper storage and handling of the delivered goods. The seller must be given the opportunity to inspect the goods to which objection has been made. Failing this, or should the buyer, particularly on demand, not make the goods to which objection has been made immediately available, all claims arising from defects shall become void.

§ 9 Retention of Title

  • 9.1 We only deliver goods subject to the retention of title. Title in the delivered goods (reserved goods) shall only pass to the buyer after payment in full. If other debts are outstanding at the time of delivery, title in the goods shall not pass to the ordering party until such debts have also been paid in full. If an order is performed in partial deliveries, the transfer of title shall not be effected until settlement of the entire order amount.
  • 9.2 If we have received payment linked with a liability risk or against provision of security, the title in the reserved goods shall only be transferred when we have been released from liability or upon release of the security.
  • 9.3 In the event that the buyer sells the reserved goods, it hereby assigns to us all claims against its customers arising herefrom. The buyer is authorized to collect the debts in the usual course of business, notwithstanding our entitlement to collect the assigned claims ourselves. The buyer agrees to notify us of the assigned claims and their respective debtors, to provide all information needed for collection and to inform the debtors of the assignment in writing on request.
  • 9.4 If the reserved goods are sold together with other goods that do not belong to us, the buyer’s claim against its customer shall be deemed assigned to us in the amount equal to our purchase-money claim for the reserved goods.
  • 9.5 The buyer shall not be entitled to pledge the reserved goods or transfer them by way of security; in the event of distrainment or other disposition by third parties, the buyer shall notify us hereof immediately in writing.
  • 9.6 Should the buyer act in a manner contrary to the contract – in particular but not limited to being in default of payment – it shall be obliged to return the reserved goods to us upon request.
  • 9.7 Should our ownership of the reserved goods become extinguished due to their incorporation into other items, the buyer shall assign to us its claims for compensation against its customers to the extent equal in value to our purchase-money claim.

§ 9 Retention of Title

  • 9.1 We only deliver goods subject to the retention of title. Title in the delivered goods (reserved goods) shall only pass to the buyer after payment in full. If other debts are outstanding at the time of delivery, title in the goods shall not pass to the ordering party until such debts have also been paid in full. If an order is performed in partial deliveries, the transfer of title shall not be effected until settlement of the entire order amount.
  • 9.2 If we have received payment linked with a liability risk or against provision of security, the title in the reserved goods shall only be transferred when we have been released from liability or upon release of the security.
  • 9.3 In the event that the buyer sells the reserved goods, it hereby assigns to us all claims against its customers arising herefrom. The buyer is authorized to collect the debts in the usual course of business, notwithstanding our entitlement to collect the assigned claims ourselves. The buyer agrees to notify us of the assigned claims and their respective debtors, to provide all information needed for collection and to inform the debtors of the assignment in writing on request.
  • 9.4 If the reserved goods are sold together with other goods that do not belong to us, the buyer’s claim against its customer shall be deemed assigned to us in the amount equal to our purchase-money claim for the reserved goods.
  • 9.5 The buyer shall not be entitled to pledge the reserved goods or transfer them by way of security; in the event of distrainment or other disposition by third parties, the buyer shall notify us hereof immediately in writing.
  • 9.6 Should the buyer act in a manner contrary to the contract – in particular but not limited to being in default of payment – it shall be obliged to return the reserved goods to us upon request.
  • 9.7 Should our ownership of the reserved goods become extinguished due to their incorporation into other items, the buyer shall assign to us its claims for compensation against its customers to the extent equal in value to our purchase-money claim.

§ 10 Claims for Damages

  • 10.1 We accept no liability for damages resulting from slightly negligent breach of merely immaterial contractual obligations. The same shall apply in respect of our legal representatives and vicarious agents.
  • 10.2 The aforesaid restriction on liability does not apply to claims of the customer arising from the law on product liability. Such restrictions on liability shall equally not apply to personal injury or injury to health and/or loss of life of the buyer when such injuries or loss are attributable to us.
  • 10.3 Claims for damages brought by the buyer on the grounds of defects shall become statute-barred one year after delivery of the goods, except in cases where fraudulent intent on our part is determined.

§ 11 Final Provisions

  • 11.1 The law of the Federal Republic of Germany is exclusively applicable.
  • 11.2 If the buyer is also a commercial agent (Kaufmann), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all legal disputes arising out of or in connection with this contract is the seat of business of Suckow & Fischer Systeme GmbH & Co. KG. The same shall apply in the event that the buyer does not have a general place of jurisdiction in Germany or if the buyer’s place of residence or common abode is unknown at the time of initiating the legal proceedings.
  • 11.3 Should individual provisions of the contract with the buyer, including these General Terms of Business, be or become partially or wholly ineffective, this shall not affect the validity of the remaining provisions. The ineffective provision shall be replaced by an effective and legally enforceable provision which comes as close as possible to the economic meaning and intended purpose of the ineffective provision.

Technical Delivery Conditions

  • 1. Profiles and stampings from Suckow & Fischer Systeme GmbH & Co. KG are generally manufactured from 1a hot galvanised split strip or steel plate according to DIN EN 10327/DIN EN 10143.
  • 2. The corrosion protection of our profiles and stampings meets the requirements of DIN 18168/DIN EN 13964 or DIN 18168/2. Cut edges are not additionally protected. We recommend that these products be stored away from moisture.
  • 3. We reserve the right to manufacture our profiles and stampings from other materials which nevertheless correspond in their properties to the DIN standards mentioned.
  • 4. All profiles and stampings are manufactured for use in interior spaces with standard climatic conditions, in accordance with DIN EN 13964 Table 9, class B. For special requirements (e. g. application in the open air or in wet areas) they must be provided with additional corrosion protection by the customer in accordance with DIN EN 13964 or DIN EN ISO 12944-6.
  • 5. The DIN standards already mentioned apply to the manufacture, as do DIN EN 10162, DIN EN 10021, DIN 6930
    and 6935. Closer tolerances only apply with prior written agreement.
    6. All systems contained in our price list must be fitted in accordance with our assembly instructions or inspection certificates. They are designed and constructed in accordance with the requirements of the DIN standards named therein. The instructions of the manufacturer of other materials which have not been supplied by Suckow & Fischer Systeme GmbH & Co. KG must additionally be observed during assembly. Warranty can only be given if all parts of the construction have been taken from the Suckow & Fischer range of products.
  • 7. We cannot accept liability for the stability of special constructions manufactured according to the customer’s wishes.
  • 8. We only manufacture special profiles or special accessory parts to the customer’s instructions if liability in regard to the injury of any third parties’ protected rights is excluded.
  • 9. Supplies of custom lengths, special profiles or special accessory parts are always excluded from return. When special products are supplied, we reserve the right to make surplus or short deliveries of up to 10 % of the nominal quantity.
  • 10. When parts with coloured coatings are ordered, the entire quantity required is to be ordered at once, so that variations in the coatings can be avoided. In the case of repeat orders, we cannot guarantee that variations in the coating may not occur. Return of the parts is also excluded.
  • 11. The above mentioned special parts can only be prepared on receipt of a written order and submission of appropriate drawings and material specifications.
  • 12. None of the statements made in our documentation and pictures are binding. This also applies to oral information we may give, unless this is confirmed in writing. The possibility of printing errors cannot be excluded.
  • 13. We reserve the right to make changes in our products and changes to the types or standards of packaging without giving prior notice.
  • 14. Painted and powder coated profiles are generally delivered in boxes or packaging film. The packaging material in each case will be selected to the best of our judgement and invoiced at cost price.
    Costs for the return and disposal of packaging are not included in the price and if necessary are charged according to the costs involved.
  • 15. Protective film
    A large proportion of our products are manufactured from coloured plate and coloured strip, hand-coated at our works, with a protective PVC film on the decorated side. This film is a protection against damage during the processing of the material, a protection during transport and a short-term protection against dirt at the building site.
    The cut edge of profiles and stampings made from these materials are not painted, and are not protected against corrosion. The film must be removed at the latest eight weeks after delivery. Profiles and stampings should only be stored in dry temperate rooms protected from UV radiation.
  • 16. These Technical Delivery Conditions are part of our terms of business.

SUCKOW & FISCHER SYSTEME GmbH & CO. KG
Valid from: 01 Oct. 2017