Information pursuant to section 5 Telemedia Act (TMG):
Stahlerzeugnisse Artur Schade GmbH
Am Walzwerk 6
Artur Schade / Dipl. Ing. Sven Schade / Peter Schwarz
Phone: +49 2324 960 90
Telefax: +49 2324 960 930
Entry in the commercial register
Court of Registration: Essen
Registration number: HRB 15616
Reference to EU dispute resolution
The European Commission provides a platform for online dispute resolution (ODR):http://ec.europa.eu/consumers/odr
Our email address is given above in the legal notice.
General Terms and Conditions
of Artur Schade Stahlerzeugnisse GmbH (AG Essen, HRB 15616)
1. Scope of application
Our following General Terms and Conditions of Sale and Delivery apply only to companies within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law (hereinafter “Buyer”).
These General Terms and Conditions shall apply exclusively; we do not recognise any conflicting or deviating general terms and conditions of the Buyer unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall apply even if we carry out the delivery to the Buyer without reservation in the knowledge of conflicting or deviating general terms and conditions of the Buyer.
Our offers are non-binding, contracts are only concluded with our order confirmation.
3. Written form
Contractual declarations as well as their amendments and supplements must be made in writing. Verbal ancillary agreements upon conclusion of the Contract are only effective if they have been confirmed by us in writing. This also applies to Contract amendments after conclusion of the Contract.
Our prices are ex works excluding packaging and plus value added tax at the applicable rate, unless otherwise agreed.
We reserve the right, after due notice to the Buyer and before delivery of the goods, to increase the price of the goods as required by general external price increases beyond our control (such as trade restrictions, tariff and/or tax changes, disproportionate exchange rate fluctuations and currency regulations). In return, we guarantee a price reduction if external costs (such as customs duties) are reduced or eliminated.
In the case of drop shipments, we are entitled to increase the agreed price to the extent that our upstream supplier increases this price prior to delivery of the goods.
This only applies if there is a period of more than 3 months between conclusion of the Contract and delivery.
In such cases, the Buyer may withdraw from the Contract, provided that his notice of withdrawal is received by us immediately after receipt of our notice of increase.
A cash discount deduction is only permissible if expressly agreed in writing.
Payment must be made – without discount – in such a way that we can dispose of the amount on the due date. The costs of payment transactions shall be borne by the Buyer.
The Buyer shall only be entitled to a right of retention and a right of set-off to the extent that its counterclaims are undisputed or have become res judicata, they are based on the same contractual relationship with the Seller and/or they would entitle the Buyer to refuse performance pursuant to § 320 BGB.
Unless otherwise agreed, our invoices are due 30 days after the invoice date.
If the payment deadline is exceeded, latest from the time of default, we shall charge interest at 9% above the base rate, unless higher interest rates have been agreed.
We reserve the right to claim further damage caused by delay.
If, after conclusion of the Contract, it becomes apparent that our claim to payment is jeopardised by the Buyer’s lack of solvency, or if the Buyer defaults on payment of a substantial amount of money or if other circumstances arise which indicate a substantial deterioration in the Buyer’s solvency after conclusion of the Contract, we shall be entitled to the rights under § 321 BGB.
We are also entitled to call due all claims not yet due from the current business relationship with the Buyer.
5. Delivery and delivery dates
Partial deliveries are permissible.
The delivery time stated by us shall only commence with the timely and proper fulfilment of the Buyer’s obligations.
In the event of default in payment, cessation of payments, excessive indebtedness, initiation of composition or insolvency proceedings as well as in the event of any other significant deterioration in the financial circumstances of the Buyer, our total claim shall become due immediately.
In these cases we are entitled to demand sufficient security or to withdraw from the Contract.
If we demand the provision of security, our obligations shall be suspended from this point in time until the provision of security.
The delivery periods shall be extended accordingly.
Our obligation to deliver is subject to correct and timely delivery to us in accordance with the Contract and, in the case of import transactions, also subject to the timely receipt of monitoring documents and import permits, unless we are responsible for the incorrect or delayed delivery.
Information on delivery times is approximate.
Delivery periods shall commence on the date of our order confirmation and shall only apply on condition that all details of the order are clarified in good time and that all obligations of the Buyer are fulfilled in good time, e.g. provision of all official certificates, letters of credit and guarantees or payments on account.
The date of dispatch ex works or ex warehouse shall be decisive for compliance with delivery periods and dates.
These shall be deemed to have been complied with upon notification of the readiness for dispatch, if the goods cannot be dispatched on time through no fault of our own.
Events of force majeure entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up period.
This also applies if such events occur during an existing delay.
Force majeure shall be deemed to include monetary, trade policy and other sovereign measures, strikes, lockouts, operational disruptions for which we are not responsible (e.g. fire, machine and roller breakage, shortage of raw materials and energy), obstructions to transport routes, delays in import/customs clearance, the outbreak of a pandemic and all other circumstances which, through no fault of our own, make delivery and performance significantly more difficult or impossible.
In this respect, it is irrelevant whether the circumstances occur at our premises, at the supplier’s works or at another upstream supplier.
If, as a result of the aforementioned events, performance becomes unreasonable for one of the contracting parties, it may withdraw from the Contract.
6. Retention of title
We retain title to delivered goods until full payment of all claims arising from the delivery Contract.
In the event of conduct by the Buyer in breach of the Contract, we shall be entitled to take back delivered goods.
Until the transfer of ownership, the Buyer is obliged to treat the delivered goods with care.
Pledging or transfer of ownership by way of security of the reserved goods is not permitted.
The Buyer is entitled to resell the reserved goods in the normal course of business.
He hereby assigns his claim from the resale of the reserved goods to us in the amount of our claim for these goods, irrespective of whether the goods delivered by us have been resold without or after processing.
The Buyer shall remain authorised to collect the claim despite the assignment.
This authorisation shall lapse if the Buyer defaults on payment to us, ceases payment, is over-indebted or if composition proceedings or insolvency proceedings are applied for, and also in the event of any other significant deterioration in the Buyer’s financial circumstances.
We shall then be entitled to immediately take possession of all goods still subject to retention of title and to immediately assert the further rights arising from the retention of title.
The Buyer shall grant us or our representatives access to all his business premises during business hours.
The demand for surrender or the taking of possession does not constitute a withdrawal from the Contract.
We are entitled to realise the goods subject to retention of title with the diligence of a prudent businessman and to satisfy ourselves from the proceeds thereof, offsetting the outstanding claims.
The processing or transformation of the goods delivered by us by the Buyer shall always be carried out in our name and on our behalf.
In this case, the expectant right of the Buyer to the delivered goods shall continue in the transformed item.
If our goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed or processed items at the time of processing.
The same shall apply in the event of commingling.
To secure our claim against the Buyer, the Buyer also assigns to us such claims as accrue to him against a third party through the combination of the reserved goods with a property.
We undertake to release the securities to which we are entitled at the request of the Buyer at our discretion insofar as their value exceeds our claims to be secured by more than 50%.
The Buyer shall bear all costs that have to be incurred to cancel the seizure or to return the goods subject to retention of title, insofar as they are not reimbursed by third parties.
If the Buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title, to enter the Buyer’s premises for this purpose if necessary and to sell the goods subject to retention of title at the best possible price.
The same shall apply if, after conclusion of the Contract, it becomes apparent that our claim for payment under this Contract or under other contracts with the Buyer is jeopardised by the Buyer’s lack of solvency.
The redemption is not a withdrawal from the Contract.
The provisions of the Insolvency Code shall remain unaffected.
7. Transfer of risk
If the goods are dispatched at the request of the Buyer, the risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer upon dispatch, at the latest upon leaving the factory/warehouse, irrespective of the place of performance and irrespective of who bears the freight costs.
We determine the shipping route and means as well as the forwarding agent and carrier.
Goods reported ready for dispatch in accordance with the Contract must be called off immediately, otherwise we are entitled, after issuing a reminder, to dispatch them at our
discretion at the expense and risk of the Buyer or to store them at our discretion and to invoice them immediately.
If, through no fault of our own, transport by the intended route or to the intended place in the intended time becomes impossible or considerably more difficult, we shall be entitled to deliver by another route or to another place; the additional costs incurred shall be borne by the Buyer. The Buyer shall be given the opportunity to comment beforehand.
The risk, including the risk of seizure of the goods, shall pass to the Buyer for all transactions, including carriage paid and free domicile deliveries, when the goods are handed over to a forwarding agent or carrier, but no later than when they leave the warehouse or the delivery plant.
We shall only provide insurance on the instruction and at the expense of the Buyer.
The duty and costs of unloading shall be borne by the Buyer.
In our experience, we provide packaging, protective and/or transport aids at the Buyer’s expense.
They will be taken back at our warehouse within a reasonable period of time.
We do not assume the Buyer’s costs for the return transport or for the Buyer’s own disposal of the packaging.
In the case of contracts with continuous delivery, call-offs and grade classification for approximately equal monthly quantities shall be given to us, otherwise we shall be entitled to make the determinations ourselves at our reasonable discretion.
If the individual call-offs exceed the contractual quantity in total, we shall be entitled but not obliged to deliver the excess quantity.
We may charge for the additional quantity at the prices valid at the time of the call-off or delivery.
The Buyer must inspect the goods received without delay. Claims for defects shall only exist if defects are notified in writing without delay. Hidden defects must be notified in writing without delay after their discovery. If the Buyer fails to properly inspect the goods and/or to notify us of the defect in good time, our liability for the defect not notified or not notified in good time shall be excluded.
If, in the event of installation of the goods, the Buyer fails to check the relevant external and internal properties prior to installation, he shall be deemed to have acted with gross negligence within the meaning of §§ 439 (3), 442 (1) sentence 2 of the German Civil Code (BGB). In this case, the Buyer’s rights in respect of defects with regard to these properties shall only come into consideration if the defect in question was fraudulently concealed or a guarantee for the quality of the item was assumed.
If our deliveries or services prove to be defective and if the Buyer has fulfilled his obligations to inspect the goods in due time and has notified us of the defect in due time, we may, at our discretion, remedy the defect or deliver goods free of defects (subsequent performance).
In the event of failure or refusal of subsequent performance, the Buyer may withdraw from the Contract or reduce the purchase price after the unsuccessful expiry of a reasonable period. If the defect is not substantial or if the goods have already been sold, processed or transformed, he shall only be entitled to the right of reduction.
There shall be no obligation to pay compensation for costs incurred by the Buyer for the self-remedy of a defect without the legal requirements for this being met.
Insofar as the expenses claimed by the Buyer for subsequent performance are disproportionate in the individual case, in particular in relation to the purchase price of the goods in a defect-free condition and taking into account the significance of the lack of conformity, we shall be entitled to refuse to reimburse these expenses. Disproportionality exists if the expenses claimed exceed 150% of the invoiced value of the goods or 200% of the reduced value of the goods due to the defect.
In addition, the Buyer may claim damages in accordance with the provisions in clause 9. Further claims for defects are excluded.
After performance of an agreed acceptance of the goods by the Buyer, the notification of material defects that were detectable during the agreed type of acceptance shall be excluded. If a defect has remained unknown to the Buyer as a result of negligence, he can only assert rights due to this defect if we have fraudulently concealed the defect or have assumed a guarantee for the quality of the item.
If the Buyer does not immediately give us the opportunity to convince ourselves of the material defect, in particular if he does not immediately make the rejected goods or samples thereof available for testing purposes upon request, all rights due to the material defect shall lapse.
In the case of goods that have been sold as declassified material, the Buyer shall not be entitled to any rights on account of the material defect with regard to the stated reasons for declassification and such defects that he must normally expect.
In the case of the sale ofIla goods, our liability for material defects is excluded.
We shall be liable in accordance with the statutory provisions for damages based on intent or gross negligence by us, our legal representatives or vicarious agents. The same applies in the event of a breach of essential contractual obligations.
For such damages, based on a slightly negligent breach of material contractual obligations, our liability shall be limited to compensation for the foreseeable damage typical for the contract. Material contractual obligations within the meaning of these General Terms and Conditions are those obligations which make the proper performance of the Contract and the achievement of its purpose possible in the first place and on
the observance of which the Buyer therefore regularly relies and may rely.
Our liability for damages arising from culpable injury to life, limb or health and our liability under the Product Liability Act shall remain unaffected.
Any further liability not expressly assumed is excluded.
The liability excluded or limited in these Terms and Conditions shall also apply to our legal representatives, executives, employees and vicarious agents.
10. Applicable law
This Contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany.
The Hague Convention of 01 July 1964 concerning Uniform Laws on the International Sale of Goods and the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods shall not apply.
11. Place of jurisdiction
The place of jurisdiction is Hattingen.
This place of jurisdiction shall also apply if the Buyer does not have a general place of jurisdiction in the Federal Republic of Germany at the time legal proceedings are instituted.
However, we are entitled to bring an action in any court having jurisdiction by law.
12. Place of performance
Place of performance is Hattingen.
13. Severability clause
Should individual provisions of these GTC be or become invalid and/or contradict the statutory provisions, this shall not affect the validity of the remaining provisions of the GTC. The ineffective provision shall be replaced by the contracting parties by mutual agreement with a provision that comes as close as possible to the economic purpose of the ineffective provision in a legally effective manner. The above provision shall apply accordingly in the event of loopholes.