1.1 These General Terms and Conditions apply to merchants if the contract is part of the operation of their commercial business, as well as to legal entities under public law or a special fund under public law.
1.2 These General Terms and Conditions also expressly apply to future deliveries in the ongoing business relationship, without the need for repeated transmission.
1.3 All offers are subject to change unless they are designated as fixed offers. Amendments and additions to the contract must be made in writing, unless it follows from the circumstances taking into account good faith that the parties have waived their right to comply with the written form.
2.1 All sales prices quoted are ex-works, Legden location, excluding freight, customs, import, ancillary duties and packaging plus VAT.
2.2 If Stapelbroek organises delivery to the customer or the respective sales area for the customer, a separate forwarding invoice will be issued.
2.3 The agreed price for delivery and, if applicable, installation applies to a delay-free delivery and assembly process. In the event that Stapelbroek has waiting times due to on-site preconditions, the resulting costs will be charged additionally.
2.4 Unless special agreements have been made, the following payment period applies: After written order confirmation by Stapelbroek, 60% of the purchase price.- After delivery by Stapelbroek, 30% of the purchase price.- After acceptance, 10% of the purchase price. Payments are due 30 days after receipt net.
2.5 In the event of late payment, statutory interest rates shall apply.
2.6 Offsetting against counterclaims of the Customer is excluded, unless it is an undisputed or legally established claim of the Customer.
2.7 If the customer is in default with due payments or Stapelbroek becomes aware that the customer’s creditworthiness has deteriorated significantly after the conclusion of the contract, Stapelbroek is entitled to demand appropriate security before further deliveries and services or to insist on advance payment or, alternatively, to demand payment step by step against delivery. If the customer does not provide security or payment, Stapelbroek is entitled to terminate the contract after a reasonable grace period and claim damages.
3.1 All business documents (offers, drawings, etc.) sent to the customer remain the property of Stapelbroek, which is protected by copyright and may not be reproduced in whole or in part or made available to third parties without our express prior written consent. Upon written request, the customer is obliged to return these documents to Stapelbroek if a contract is not concluded.
4.1 Reasonable partial deliveries are permissible.
4.2 Unless fixed dates have been expressly agreed, the delivery and installation deadlines are only approximate and non-binding.
4.3 If Stapelbroek sends drawings, sketches or measurement documents to the Client with a request for final approval, deadlines shall not commence until approval by the Client.
4.4 Events of force majeure (natural disasters, strikes, lockouts or similar circumstances) entitle Stapelbroek to make the delivery or service in order to postpone the duration of the hindrance.
4.5 In the event of force majeure (natural disasters, strikes, lockouts or similar circumstances), the mutual obligations shall be suspended as long as the Parties are unable to fulfil their contractual obligations due to the events. The parties will immediately start negotiations on when the deliveries and services can be provided.
4.6 If there are delays due to or in connection with the Corona pandemic because materials cannot be procured or cannot be procured in time, there are restrictions on the freedom of travel of employees, quarantine regulations must be observed, etc., the agreed execution periods will be extended accordingly. Stapelbroek will inform the customer of such delays in a timely manner and in text form.
5.1 If the customer does not accept the ordered goods or does not accept them in time, Stapelbroek will store the items at the customer’s expense either on its own premises or with third parties (e.g. a freight forwarder). In this case, the customer is obliged to bear the costs of storage and handling. In the case of storage by a third-party company, the costs actually invoiced must be reimbursed, in the case of storage by Stapelbroek, the customary and appropriate storage and handling costs are to be reimbursed.
5.2 In the event of late acceptance, the Customer is obliged to inform Stapelbroek when the acceptance of the goods will take place. If he does not make a declaration to this effect despite repeated requests with a deadline, Stapelbroek is entitled to terminate the contract. The customer is then obliged to accept all goods immediately and to pay all costs incurred to date for storage and additional handling. If it does not comply with this request, Stapelbroek is entitled, but not obliged, to sell the goods elsewhere, if possible, and to satisfy itself from the proceeds. Any difference to the purchase price is to be paid by the customer regardless of the sale.
6.1 Upon collection by the Customer or handover to the freight forwarder or carrier, the risk shall pass to the Customer, even if partial deliveries are made.
6.2 If the shipment is delayed for reasons for which Stapelbroek is not responsible (e.g. refusal of acceptance by the customer or similar), the risk shall pass to the customer from the day of readiness for shipment.
7.1 If the deliveries or services show a material defect within the warranty period according to point 2, Stapelbroek is entitled to remediate, re-deliver or provide new services free of charge.
7.2 All claims for material defects against Stapelbroek shall become statute-barred after 12 months from delivery, unless the law expressly prescribes longer periods.
7.3 The customer must immediately notify Stapelbroek in writing of material defects, stating the defects as precisely as possible. In all other respects, the provisions of the German Civil Code (BGB) and the German Commercial Code apply, in particular. §§ 377, 378 HGB.
7.4 In any case, Stapelbroek shall be given the opportunity to remedy the defect within a reasonable period of time. To this end, the customer must also enable Stapelbroek to enter the premises in which the defective item is located.
7.5 With regard to any claims for damages, Clause 8 shall apply below.
8.1 The following restrictions apply to contractual or statutory liability, regardless of the legal basis (except for claims under the Product Liability Act): Stapelbroek is only liable in the event of intent or gross negligence (including on the part of executives or vicarious agents) in accordance with the statutory provisions. In all other respects, liability is limited to the typically foreseeable damage, except in the case of bodily injury and violations of essential contractual obligations.
9.1 All deliveries remain the property of Stapelbroek (reserved goods) until the purchase price has been fulfilled in full. This also applies after the purchase price has been fulfilled if there are still claims against Stapelbroek that have become due earlier. The inclusion of individual claims in a current invoice or the drawing of balances and their recognition do not cancel the retention of title. In the event of default of payment by the customer, Stapelbroek is entitled to take back the services (reserved goods) after a reminder and the customer is obliged to surrender them.
9.2 If the goods subject to retention of title are processed by the Customer into a new movable item, the processing shall be carried out for Stapelbroek, so that Stapelbroek acquires ownership of this new item.
9.3 If such goods subject to retention of title are sold by the Customer, alone or together with goods subject to retention of title not belonging to Stapelbroek, the Customer shall assign to Stapelbroek the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the remainder. Stapelbroek authorises the Client, subject to revocation, to collect the claims assigned in accordance with the above paragraphs. Stapelbroek does not make use of the collection power as long as the customer meets his payment obligations, including to third parties. At the request of Stapelbroek, however, the customer must name the debtors of the assigned claims and notify them of the assignment; In this case, Stapelbroek is also entitled to notify the debtors of the assignment itself.
9.4 If enforcement measures by third parties are carried out against the reserved goods or the assigned claims, the customer is obliged to inform Stapelbroek immediately in writing, handing over the documents necessary for the objection. The customer may neither pledge the services subject to retention of title nor transfer them as security. He must report any seizures immediately in writing.
9.5 With the cessation of payment, the application for the opening of insolvency proceedings or the intended implementation of judicial or extrajudicial settlement proceedings, the Customer’s right to resell goods subject to retention of title expires. Likewise, the right to use or install goods subject to retention of title expires.
9.6 The withdrawal or assertion of the retention of title does not require a declaration of withdrawal by Stapelbroek. The return or seizure of the reserved goods by Stapelbroek does not constitute a withdrawal from the contract, unless Stapelbroek expressly declares this.
10.1 The place of performance is the registered office of Stapelbroek GmbH.
10.2 The exclusive place of jurisdiction is the registered office of Stapelbroek GmbH, i.e. either the Ahaus District Court or the Münster Regional Court, depending on the amount in dispute.
10.3 German law applies exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
11.1 In the event that Stapelbroek receives sketches, drawings or other documents from the Client on the basis of which production and/or delivery is carried out, the Client warrants that these do not infringe the industrial property rights of third parties. In the event that a violation can nevertheless be enforced against Stapelbroek, the customer indemnifies Stapelbroek internally from all possible claims for damages.
12.1 Should provisions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The same applies if a corresponding gap should emerge. Instead of the invalid provision or to fill this gap, the parties are obliged to find an appropriate arrangement that comes as close as possible to the purpose of the contract.
Stapelbroek GmbH, as of 2023
