Standard Terms and Conditions of Sale and Delivery SANDINI GmbH Applicable in business transactions with traders within the definition of Article 14 BGB.
Section 1 Scope
(1) These Standard Terms and Conditions of Delivery shall apply exclusively. The principal's general Terms and Conditions shall only apply insofar as these have been explicitly agreed in writing.
(2) If a series of transactions are concluded between the contractor and the principal with regular reference to the same T&C, it may be inferred that these same T&C are also intended to apply in future cases.
Section 2 Conclusion of contract
The display of the contractor's products on its online site merely constitutes an invitation to the customer or principal to issue an offer to enter into contract. Contracts are established only upon the
contractor's written confirmation, in which case an email communication also satisfies the requirement for the written form.
Section 3 Principal's trading opportunities
The principal undertakes to offer the products solely at its stationary trading location and/or via its own online shop. The principal will not market the products via other online sales platforms.
Section 4 Service description and scope of service
(1) The qualities defined in the service description are an approximate definition of the characteristics of the delivered goods. Drawings, images, dimensions, weights or other such
information concerning the performance, shall only ever be binding if this has been explicitly agreed in writing. Public statements on the part of the vendor, the manufacturer, their agents or third parties (e.g. public presentations of the
product characteristics) do not constitute any description of the delivered goods that augment or amend these service descriptions.
(2) The scope of delivery is conclusively defined in the principal's written order confirmation. Additional agreements and amendments to the original agreement shall always be dependent on our written confirmation.
Section 5 Delivery time
Delivery periods and dates shall only be binding if the contractor has explicitly labelled these as such; otherwise, this information is approximate only. The delivery period commences with the dispatch of the
order confirmation by the contractor.
Section 6 Prices
The contractor's prices apply ex works, including packaging plus the applicable rate of value-added tax, as may be amended from time to time.
Section 7 Price adjustment clause
If there is a change to the cost factors pertaining to the goods up to the time that the order is executed (e.g. as a consequence of a current cost increase), we reserve the right to adjust the price in
the event that the goods are to be delivered more than 4 months following the conclusion of the agreement.
Section 8 Contractor's change request
The contractor has the right to modify or deviate from the promised service or delivery, insofar as this is tenable to the principal, taking the interests of the contractor into account.
Section 9 Sub-supply proviso
Our obligations of delivery are subject to the accurate and timely receipt of deliveries from our own sub-suppliers. The contractor shall promptly notify the principal of the non-availability of the delivered
goods and, in the event of a rescission, it shall promptly reimburse the corresponding counter-performance to the principal.
Section 10 Payment conditions and right to attempt subsequent performance
(1) The remuneration is payable in full 14 days following delivery or acceptance, unless an alternative agreement has been made in this respect. The
principal shall be automatically in default, without the need for additional declarations, in the event that it has not settled the payment within 14 days following the due date. In the event of there being any defects, the principal shall not
have a right of retention, unless the delivery is manifestly defective or the principal manifestly has a right to refuse acceptance of the work. In such as case, the principal shall be entitled to exercise a retention only if the retained
amount is reasonably proportionate to the defects and the foreseeable costs of subsequent performance (especially any fault elimination). The principal is not entitled to assert claims and rights in respect of defects, if it has not
rendered the due payments and, insofar as the amount due (including any payments made thereon) are reasonably proportionate to the value of the delivery or works afflicted by defects.
(2) Export orders will only be processed on an advance payment basis.
Section 11 Retention of title
(1) The delivered goods shall remain the property of the contractor, until the fulfilment of all its claims against the principal in connection with the business arrangement.
(2) The customer is permitted to process or transform the delivered goods ("treatment"). Processing is performed on behalf of the contractor; however, if the value of the delivered goods belonging to the contractor is less than the value
of the goods not belonging to the contractor, and/or the treatment, the contractor shall acquire co-ownership in the new goods equal to the proportion of the value (gross invoice total) of the processed delivered goods, to the value of the
other processed goods and/or the treatment, at the time the treatment is performed. Insofar as the contractor does not acquire any ownership to the new goods, in accordance with the foregoing provisions, the contractor and the
principal agree that the latter will grant the former co-ownership in the new goods equal to the proportion of the value (gross invoice value) of the delivered goods belonging to the contractor, to the value other processed goods at the
time of the treatment. The aforementioned sentence correspondingly applies in the event of the inextricable mixing or combination of the delivered goods with goods not belonging to the contractor. To the extent that the Contractor
obtains ownership or co-ownership under this Section 11 (Retention of title), the principal shall keep custody of these on behalf of the contractor, applying the degree of care of a diligent businessman.
(3) In the event of the resale of the object of the delivery or the new goods, by way of precaution the principal hereby assigns to the contractor its claims, together with its ancillary rights, against its buyer by way of the sale. No additional
separate declarations are necessary here. This assignment likewise applies to any outstanding account balances. However, the assignment is only valid up to that sum equal to the price of the delivered article as invoiced by the
contractor. The portion of the receivables assigned to the contractor are to be settled as a priority.
(4) If the principal attaches the delivered goods or the new goods to real property, it hereby also assigns - without any necessity for any additional separate declarations - its claim to which it is entitled as compensation for the
attachment, up to that sum equal to the price of the delivered article as invoiced by the contractor.
(5) Until otherwise revoked, the principal is authorised to collect the receivables assigned to the contractor by way of this Section 11 (Retention of title). The principal shall promptly remit to the contractor the payments made on the
assigned receivables, but only up to the amount of the secured claim. If a legitimate interest exists, especially in the event of default of payment, cessation of payments, the opening of insolvency proceedings, a bill of exchange protest
or clear indications that the purchaser is over-indebted or will shortly become unable to service its debts, the contractor shall be entitled to revoke the principal's authority to collect debts. The contractor is also entitled, having first issued
a warning and granted a reasonable additional period of grace, to disclose the assignment for security, realise the value of the assigned receivables and demand that the principal disclose the security assignment to its own customers.
(6) If credible evidence is produced for the existence of a legitimate interest, the principal must provide the contractor with the information and documentation necessary to enable the contractor to exercise its rights against the
(7) For the period that the retention of title exists, the principal shall not be permitted to enter into any bailment or security arrangements. The principal must promptly inform the contractor of any liens, expropriations or other dispositions
or third-party interference. Resale of the delivered goods or the new goods is only permitted to resellers acting in the course of their regular business, and only under the condition that the equivalent value of the delivered article is
remitted to the principal. The principal must agree with its buyers that the latter can only acquire ownership after making this payment.
(8) If the realisable value of all the collateral interests to which the contractor is entitled, exceeds all the secure claims by more than 10%, if requested by the purchaser, the contractor shall release a corresponding portion of this
collateral. The fulfilment of the preceding conditions shall be assumed, if the estimated value of the collateral securities to which the contractor is entitled, equals or exceeds the value of the secured claims by more than 150%. The
contractor is entitled to choose which collateral security should be released.
(9) If the principal is in breach of its obligations, especially any default of payment, the contractor shall be entitled, including without the stipulation of any time period, to demand the surrender of the delivered goods or the new goods
and/or – following the stipulation of a time period, if necessary – to rescind the agreement. The principal shall be obliged to perform the surrender. The demand for a surrender of the delivered goods/the new goods does not constitute
any declaration of cancellation on the part of the contractor, unless this is explicitly declared.
Section 12 Exclusion of minor faults
Claims for defects are not valid for minor deviations from the contractually agreed quality, or if the fitness-for-purpose is only insignificantly impaired.
Section 13 Subsequent improvement
The right to choose between fault elimination and the delivery of a new product rests with the contractor in any case. The principal's demand for subsequent performance must be submitted in
writing. If the delivery is to be subsequently improved, the subsequent improvement shall only be deemed to have failed following the second unsuccessful attempt. In the event of the failure of the subsequent performance, the
contractor has the right to reduce the price or – provided the defect does not concern building works – rescind the agreement. This does not affect the statutory provisions concerning the dispensability of the requirement to grant an
additional period of time. The application of Sections 478 and 479 German Civil Code (Bürgerliches Gesetzbuch, "BGB") (recourse of the entrepreneur) remains unaffected. The principal's right to demand compensation according to
these provisions also remains unaffected.
Section 14 Subsequent performance expenses and costs of an unjustified defect complaint
The principal shall bear the costs necessarily incurred for the purpose of subsequent performance, insofar as these costs increase due
to the fact that the delivered goods were relocated to a place other than the
principal's place of business, unless the relocation accords with the intended, specified use. The application of Section 478 BGB (recourse of the entrepreneur) remains unaffected. Irrespective of any farther-reaching claims of the
contractor, in the event of an unjustified defect complaint the principal shall compensate the contractor the costs of inspection and – insofar as requested – to the elimination of the defect.
Section 15 Rescission
The principal may only rescind the agreement within the terms of the statutory provisions, if the contractor is responsible for the breach of duty. (However, in the case of defects the statutory conditions for
rescission shall apply instead of the aforementioned sentence). In the event of breaches of duty, the principal must, within a reasonable period of time, upon demand by the contractor, declare if it intends to rescind the agreement due to
the breach of duty or if it will continue to demand performance.
Section 16 Part delivery
Part deliveries are permissible if these are reasonable to expect of the principal.
Section 17 Offset
The principal may only offset those claims, which are not in dispute, or which have been confirmed by a res judicata decision.
Section 18 Liability
(1) The contractor, its authorised representative or vicarious agent shall be liable in accordance with the statutory provisions for deliberate acts or gross negligence culpably resulting in death or personal injury.
However, the contractor's liability in cases of gross negligence shall be limited to foreseeable damage typical for this type of contract, unless one of the exceptions provided for in sentence 1 or 3 of this paragraph (1) applies at the same
time. Otherwise, the contractor shall only be liable in accordance with the German Product Liability Act, for the culpable breach of material contractual obligations or in the event that the contractor fraudulently conceals the defect or has
assumed a warranty for the quality of the delivered goods. However, the claim to damages for the breach of material contractual obligations is limited to the foreseeable damages typical for this type of contract, unless one of the other
exceptions listed in the 1st or 3rd sentence of this paragraph (1) applies at the same time.
(2) The provisions contained in paragraph (1) above apply to all compensation claims (especially for compensation alongside performance and compensation in lieu of performance), irrespective of the legal reason, especially if due to
defects, to the breach of contractual duties or by way of tortious liability. They also apply to compensation for wasted expenditure. However, the liability for delays shall be determined in accordance with Section 19 of these terms and
conditions, and the liability for impossibility according to Section 20 of these terms and conditions.
(3) The provisions above do not entail any change to the burden of proof to the detriment of the principal.
Section 19 Liability for delay to delivery
(1) If the failure to fulfil time limits is attributable to force majeure, such as mobilisation, war, civil unrest or other events outside of the seller's control, such as strikes or lockouts, the time limits
shall be extended by the periods and the times during which the aforementioned event or its effects endured.
(2) In cases of delay to the contractual performance, the contractor shall be liable, in accordance with the statutory provisions, for deliberate acts or gross negligence attributable to it, or to one of its authorised representatives or
vicarious agents, as well as for culpably causing death or personal injury. However, in such cases the liability of the contractor shall be limited to foreseeable damages typical for this type of contract. Except in the cases described in the
1st and 2nd sentences, the contractor's liability for to pay compensation for the delay shall be limited to a total of 10% alongside the performance. Farther-reaching claims of the principal are excluded, including following the expiry of
any time limit set by the contractor. This limitation does not apply to any culpable breach of material contractual obligations. However, the claim to damages for the negligent breach of material contractual obligations is limited to the
foreseeable damages typical for this type of contract, unless one of the other cases described in the 1st sentence exists. The principal's right to rescind the agreement remains unaffected. The provisions above do not entail any change
to the burden of proof to the detriment of the principal.
Section 20 Liability for impossibility
In cases of the impossibility of delivery, the contractor shall be liable, in accordance with the statutory provisions, for deliberate acts or gross negligence attributable to it, or to one of its authorised
representatives or vicarious agents, as well as for culpably causing death or personal injury. However, the contractor's liability in cases of gross negligence shall be limited to foreseeable damage typical for this type of contract, unless
one of the exceptions provided for in the 1st sentence of this paragraph (1) applies at the same time. Except in the cases described in the 1st and 2nd sentence, the contractor's liability to pay compensation and reimburse futile expenditure for the impossibility of performance will be limited to a total of 10% of the value of the delivery.
Farther-reaching claims of the principal for impossibility of performance are excluded, including following the expiry of any time limit set by the contractor. The principal's right to rescind the agreement remains unaffected. The provisions
above do not entail any change to the burden of proof to the detriment of the principal.
Section 21 Storage costs
If delayed acceptance on the part of the purchaser results in a delay to the consignment, the purchaser shall be liable to reimburse the seller the customary storage costs for the duration of the delay. Instead
of this, the seller is also entitled to place the goods into storage with a freight forwarder, and charge the purchaser the actually costs incurred in this respect.
Section 22 Assignment
The contractual partner of the issuer (of these terms and conditions) may only assign claims arising from this agreement with the issuer's consent.
Section 23 Miscellaneous
(1) For all disputes arising from this contractual arrangement, the suit must be filed with that court with jurisdiction over the place at which the issuer has its registered address. The issuer is also entitled to
pursue actions before that court with jurisdiction over the place at which the principal has its head office.
(2) The legal arrangements established between the parties are governed solely by the Law of Germany, to the exclusion of the principles on the conflict of law, and to the exclusion of the United Nations Convention on Contracts for the
International Sale of Goods.
(3) The agreement shall remain binding even if specific provisions contained within it are legally unenforceable. Any unenforceable provision shall be replaced by the regulations provided for in law, insofar as such regulations exist.