Conditions of Sales
for SBRS GmbH

a) Our terms and conditions of sale apply exclusively; We do not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale, unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our terms and conditions of sale.

b) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract and must therefore be made in writing.

c) The customer undertakes not to pass on any data relating to our business relationship to third parties. Insofar as there is a legal obligation to authorities or courts for the disclosure, the customer will only pass on the data that is absolutely necessary in this respect and inform us immediately of the disclosure.

d) These terms and conditions of sale apply not only to the present order, but also to all future transactions with the customer.

a) If the order qualifies as an offer in accordance with § 145 BGB, we can accept it within two weeks.

b) We reserve property rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as “confidential”. Before passing them on to third parties, the customer requires our express written consent.

a) We are entitled to make partial deliveries as long as these do not result in any unreasonable additional effort for the customer. If, after conclusion of the contract, we become aware of circumstances that justify doubts about the creditworthiness of the customer and our claims are thereby endangered, we may withdraw from the contract. This right of withdrawal exists in addition to the statutory rights.
The commencement of the delivery period specified by us presupposes the clarification of all technical questions.

b) Compliance with delivery deadlines presupposes the timely receipt of all documents to be supplied by the customer, in particular plans, approvals and releases, as well as compliance with the agreed terms of payment and other preparatory and cooperation acts to be taken by the customer. If these requirements are not met or if we are prevented from delivering due to force majeure or similar events such as industrial disputes at our premises or our subcontractors as well as other unforeseeable obstacles beyond our control, the delivery period shall be extended accordingly.

c) If the customer is in default of acceptance, he is obliged to pay storage fees in the amount of 0.5% of the price of the purchased goods, but not more than a total of 5 %, commencing one month after notification of readiness for dispatch. The contractual partners reserve the right to prove and assert higher or lower storage costs. We also reserve the right to assert any further claims or rights to which we are entitled.

d) If the customer culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims or rights.

e) If the requirements of paragraphs (c and/or d) are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s default.

f) We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB). We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further fulfilment of the contract has ceased to exist. In these cases, our liability is limited to the foreseeable, typically occurring damage, unless we are guilty of intent.

g) In all other respects, in the event of a delay in delivery, we shall be liable for each completed week of delay within the scope of a lump-sum compensation for delay in the amount of 2% of the delivery value, but not more than 8% of the delivery value.

h) Further legal claims and rights of the customer are excluded.

i) The customer is obliged to submit an end-use declaration for the delivered goods. In the event that he does not submit an end-use declaration or if this violates export control regulations, this gives us the right to refuse to provide information. The same applies in the event that the customer conceals from us any intended military end use of the ordered goods. The customer is also obliged to comply with the applicable export regulations. The customer also undertakes vis-à-vis us to comply with the provisions of the German Foreign Trade Act and other German regulations on export control. The fulfillment of the contract on our part is subject to the proviso that that there are no obstacles to fulfillment due to national or international regulations of foreign trade law as well as no embargoes, trade restrictions and/or other sanctions.

a) Unless expressly stated otherwise in the order confirmation, our prices are ex works excluding packaging and insurance and plus the applicable statutory value added tax. Unless otherwise agreed, we are entitled to a down payment of 20% of the ordered deliveries and services from the conclusion of the contract. The invoice amounts are to be paid without deduction no later than 30 days after the invoice date. However, we can also make the delivery dependent on immediate payment after timely prior notice.

b) The deduction of a discount requires a special written agreement.

c) The customer shall only be entitled to set-off rights and rights of retention if his counterclaims have been legally established, are undisputed or have been acknowledged by us. In addition, he is only entitled to exercise a right of retention if and to the extent that his counterclaim is based on the same contractual relationship.

d) In the event of default in payment, the customer is obliged to provide us with security. From this point on, the customer’s claims and rights in our possession or under our control shall serve as collateral to secure our due claims. We are entitled to disclose the pledge and to sell collateral items on the open market at the stock exchange or market price, unless public auction is mandatory. Without prejudice to further claims due to default in payment, our claims shall bear interest at 5% p.a. from the due date.

a) The risk is transferred to the customer as follows:

• in the case of deliveries without assembly, when the goods leave the delivery plant, is reported ready for collection or dispatch;
• in the case of deliveries with assembly on the day of completed assembly.

b) Unless otherwise stated in the order confirmation, “delivery ex works” is agreed.

a) We reserve title to the purchased item until receipt of all payments from the business relationship with the customer. In the event of breach of contract by the customer, in particular in the event of default in payment, we shall be entitled to take back the purchased item. The taking back of the purchased item by us constitutes a withdrawal from the contract. After taking back the purchased item, we are entitled to dispose of it, the proceeds of the sale are based on the customer’s liabilities
– less reasonable exploitation costs.

b) by the customer is always done for us. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item resulting from processing as to the purchased item delivered under reservation.

c) If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the main item, it shall be deemed agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall keep the sole ownership or co-ownership thus created in safe custody for us. The customer also assigns to us the claims to secure our claims against him, which arise from the connection of the purchased item with a property against a third party.

By reimbursing costs or cost shares for tools or fixtures, the customer does not acquire any rights to the tools/fixtures. Rather, these remain our property, unless otherwise agreed.

a) Unless otherwise agreed, we are obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter referred to as “property rights”). For this purpose, only the legal relationships in the country of the place of delivery are decisive.

b) If a third party asserts justified claims against the customer due to the infringement of property rights by deliveries made by us and used in accordance with the contract, we shall be liable to the customer within the periods specified in § 13 (d) as follows: We shall, at our discretion and at our expense, either obtain a right of use for the deliveries in question, or modify them in such a way, that the property right is not infringed, or exchange. If this is not possible for us under reasonable conditions, the customer is entitled to the statutory rights. The aforementioned obligations shall only exist if the customer notifies us immediately of the claims asserted by third parties, does not acknowledge an infringement and reserves the right to take all defensive measures and negotiate settlements. If the customer discontinues the use of the delivery for damage reduction or other important reasons, he is obliged to inform the third party that the cessation of use does not imply an acknowledgement of an infringement of property rights.

c) Claims of the customer are excluded insofar as he is responsible for the infringement of property rights. Claims of the customer are also excluded insofar as the infringement of property rights is caused by special specifications of the customer, by an application not foreseeable by us or by the fact that the delivery is changed by the customer in violation of the contract or used together with products not delivered by us. Further claims or claims of the customer against us and our vicarious agents other than those regulated in this clause due to an infringement of industrial property rights or other rights of third parties are excluded, unless we are guilty of intent.

a) If an acceptance of our products/services under special test conditions has been agreed, the acceptance must be carried out by the customer or his representative in our factory. The costs for acceptance shall be borne by the customer. If the customer fails to carry out this inspection, the goods shall be deemed to have been delivered in accordance with the contract when they leave our factory.

b) If we have requested the customer to accept the goods after completion, this must be carried out no later than two weeks after the request. If the customer fails to cooperate, acceptance shall nevertheless be deemed to have been carried out.

The products/services comply with the status agreed standards (e.g. DIN, EN) at the time of creation of the product/service with an article number in our in-house system. If the customer reorders the product/service with an article number that has already been created at a later date, he will receive the product/service from us that corresponds to the standard status at the time the article was created. If the product/service no longer complies with the then recognized standard status, we will adapt the product/service after appropriate agreement with the customer, provided that this is technically possible.

a) We reserve our property rights and copyrights to cost estimates, drawings and other documents (hereinafter referred to as “documents”) provided by us. The documents may only be made available to third parties with our prior written consent and may only be used for contractual purposes and must be returned to us upon request.

b) The customer has the non-exclusive right to use software supplied by us with the agreed performance features in unchanged form and on the agreed products. The customer may also make up to two backup copies without express agreement.

a) Illustrations and descriptions as well as technical data correspond to the circumstances or intentions at the time of printing of the list or other order documents. Changes of any kind, in particular insofar as they result from technical progress, changed execution or the like, are reserved, insofar as they are reasonable for the customer – taking into account our interests.

b) We provide technical advice to the best of our knowledge. Data and information about the suitability and application of our products do not exempt the customer from his own tests. The customer is responsible for compliance with legal and official regulations when using our goods.

c) The customer is obliged to observe and comply with the product specifications applicable to our products. These can be viewed on our website or are made available by us on request. We are not liable for defects or damage caused by the use of our products that do not comply with the specifications

a) Claims for defects on the part of the customer presuppose that the customer has properly complied with his obligations to inspect and give notice of defects in accordance with § 377 of the German Commercial Code (HGB) and that an agreement has been reached on the agreement of any interfaces with services and products of the customer or third parties.

b) If there is a defect in the purchased item, the customer shall be entitled, at our discretion, to subsequent performance in the form of rectification of the defect or delivery of a new defect-free item. In the event of rectification of the defect or replacement delivery, we shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.

c) If the supplementary performance fails, the customer is entitled, at his discretion, to demand withdrawal or reduction.

d) The limitation period for claims for defects is 12 months, calculated from the transfer of risk.

a) We shall be liable in accordance with the statutory provisions if there is intent or gross negligence on our part or on the part of our representatives or vicarious agents. The same shall apply in the event of culpable breach of essential contractual obligations. Insofar as there is no intentional breach of contract, our liability for damages is limited to the foreseeable, typically occurring damage and the amount to 30% of the agreed price of the services/products

b) Liability for culpable injury to life, limb or health as well as liability under the Product Liability Act remain unaffected.

c) Any further liability than provided for above is excluded – regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from negligence at the time of conclusion of the contract, due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with § 823 BGB.

d) The limitation according to paragraph (c) also applies if the customer demands compensation for useless expenses instead of a claim for compensation for the damage.

e) Insofar as the liability for damages vis-à-vis us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

a) If the customer is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the customer at his place of residence. In the case of actions for cheques or bills of exchange, we are also entitled to sue at the place of payment.

b) The law of the Federal Republic of Germany applies; the applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.

c) Unless otherwise stated in the order confirmation, our place of business is the place of performance.

d) These general terms and conditions remain binding in their remaining parts even if individual provisions are legally ineffective. This does not apply if adherence to the conditions would constitute an unreasonable hardship for one party.

In accordance with the German Federal Data Protection Act (BDSG) and the GDPR, we would like to point out to the customer that we store personal data about him.

As of July 2020