Karl SPÄH GmbH & Co. KG
Industriestrasse 4-12
72516 Scheer
Karl POPP GmbH & Co KG, Eppenser Weg 9, 29549 Bad Bevensen
QUADRIGA Dichtungs-GmbH, Gutenbergring 47, 2848 Norderstedt
The following General Terms and Conditions of Sale form the basis of all – also future – contracts and other services of SPÄH as a supplement to the applicable law.
Deviating provisions of the Purchaser are only binding for the Contractor if they have been expressly confirmed in writing by SPÄH.
1. Offer
(1) Our offers are subject to change. Agreements, in particular verbal collateral agreements, promises, guarantees and other assurances of the sales staff shall only become binding upon written confirmation by SPÄH.
(2) If the order confirmation deviates from the order, the Buyer must object to it in writing within one week of receipt, otherwise the content of our order confirmation shall apply.
(3) The documents belonging to the offer, such as drawings, illustrations, technical data, references to standards and information in advertising material, are not warranties of quality unless they are expressly designated as such in writing.
(4) Deviations of the delivery item from offers, samples, test and pre-deliveries are permissible in accordance with the applicable DIN/EN standards or other relevant technical standards.
(5) Our offers are only valid for the specified period.
(1) The contract shall only come into effect upon written order confirmation by the entrepreneur or upon delivery of the goods.
(2) Agreements, in particular verbal collateral agreements, promises, guarantees and other assurances of the sales staff shall also only become binding upon written confirmation.
(1) A binding price shall only be determined by written order confirmation of the Contractor and subject to the reservation that the order data on which the order confirmation is based remain unchanged. Unless otherwise agreed, SPÄH’s prices are quoted ex works excluding packaging in EURO plus the statutory value added tax applicable at the time of delivery, unless otherwise stated.
(2) Packaging, postage, insurance and other shipping costs are not included and will be charged additionally.
(3) Within the framework of the statutory regulations, SPÄH shall take back the packaging delivered by itself if it is returned carriage paid by the Purchaser within a reasonable period of time.
(1) A production-related excess or short delivery of up to 10% of the ordered quantity is permissible.
(2) SPÄH is entitled to make partial deliveries to a reasonable extent.
(3) The delivery times stated by the Contractor refer to the date of dispatch of the goods. They shall be deemed to have been met if the goods leave the factory on this date or if the customer is notified that the goods are ready for delivery.
(4) The agreed delivery period shall always apply after clarification of all technical and commercial details. In this respect, delivery periods are generally non-binding. Delivery dates are only binding if the delivery date has been confirmed in writing to the customer as binding.
(4) The agreed delivery period shall always apply after clarification of all technical and commercial details. In this respect, delivery periods are generally non-binding. Delivery dates are only binding if the delivery date has been confirmed in writing to the customer as binding.
(6) If the delivery deadline is exceeded, the customer must grant a reasonable grace period, which may not be less than three weeks.
(7) Force majeure, operational disruptions and similar unforeseeable circumstances for which SPÄH is not responsible, insofar as they can be proven to have a significant influence on the production or delivery of the delivery item, shall extend the delivery period to a reasonable extent. This also applies if the circumstances occur at upstream suppliers. In such cases, the customer shall not be entitled to withdraw from the contract and/or claim damages.
(8) If the delivery deadline including the reasonable grace period is not met, SPÄH shall only be liable for the invoice value of the quantity of goods that was not delivered on time, up to a maximum of the negative interest. If SPÄH is in default, the Purchaser may withdraw from the contract after expiry of a reasonable grace period set, insofar as the goods have not left the factory by the expiry of the grace period. Claims for damages arising from delay and non-fulfillment are governed by point 6, Breaches of duty, of this condition.
(9) With the handover of the goods to a forwarding agent or carrier, but at the latest when the goods leave the warehouse or – in the case of drop shipments – the supplying plant, the risk shall pass to the Buyer for all transactions, including free deliveries. Duties and costs of unloading shall be borne by the Purchaser. SPÄH shall only provide insurance at the instruction and expense of the Purchaser.
(10) In the case of call-off orders, SPÄH is entitled to manufacture the entire order quantity in one go. Any change requests can no longer be taken into account after the order has been placed, unless this has been expressly agreed. Call-off dates and quantities can only be adhered to within the scope of our delivery and production possibilities, unless fixed agreements have been made. If the goods are not called off in accordance with the contract, SPÄH is entitled to invoice them as delivered after a reasonable grace period has expired.
(1) The warranty period for newly manufactured items is 24 months from the date of delivery. The warranty period for self-adhesive parts is 12 months from the date of delivery. These warranty periods shall apply unless other agreements have been made.
(2) The Purchaser must inspect the goods for defects immediately after delivery. Obvious defects must be reported to SPÄH in writing immediately, at the latest 2 weeks after receipt of the goods. If obvious defects are not reported, not reported in time or not reported in the correct form, the warranty shall lapse in this respect.
(3) Other defects must be reported to the Contractor within one week of discovery, but no later than 6 months after receipt of the goods.
(4) The Contractor is entitled to carry out subsequent performance at its discretion. This means that SPÄH decides whether to remedy the defect or make a new delivery, taking appropriate account of the interests of the Purchaser.
(5) If the supplementary performance fails, the entrepreneur is entitled to a repeated supplementary performance. Even in the event of repeated subsequent performance, the entrepreneur shall decide between a new delivery or rectification of the defect.
(6) The Purchaser is only entitled to withdraw from the contract and/or to claim damages if the subsequent performance has repeatedly failed. Claims for damages shall only exist if SPÄH is responsible for gross negligence or intent. Compensation for damages is in any case limited to the negative interest. Compensation for consequential damages is excluded unless they are based on intent.
(1) SPÄH shall only be liable for breach of contractual and non-contractual obligations, in particular due to impossibility, delay, culpa in contrahendo and permitted action – also for executive employees and other vicarious agents – in cases of intent and gross negligence, limited to the foreseeable damage typical for the contract. Direct claims against these persons are excluded in all cases.
(2) This exclusion shall not apply in the event of culpable breach of material contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, in the absence of warranted characteristics and in cases of mandatory liability under the Product Liability Act. The rules on the burden of proof remain unaffected by this.
(3) SPÄH is generally not liable for breaches of duty resulting from work performed in accordance with drawings, artwork or samples checked by the Purchaser and approved by the Purchaser as production documents. The Contractor is not liable for the constructive design and correctness of the reproduced templates.
(4) However, the contractor shall be obliged to inform the customer immediately – if recognizable – of the impossibility of the technical implementation of the templates.
(5) In particular, liability for the infringement of third-party property rights is excluded in the case of the provision of work services in accordance with the customer’s specifications. The Contractor shall have no duty to inspect with regard to third-party property rights.
(1) Unless otherwise agreed, invoices from SPÄH are payable within 14 days with a 2% discount, within 30 days net, in each case from the invoice date. Invoices net for amounts under EUR 50.00 as well as invoices for assembly, contract work, repairs, molds and tool cost shares are due immediately and without deductions. Payment must be made within these periods in such a way that the amount required to settle the invoice is available to the Contractor by the due date at the latest.
(2) Counterclaims disputed by SPÄH or not legally established do not entitle the Purchaser to retention or offsetting.
(3) If the deadline is exceeded, at the latest after a reminder, the entrepreneur is entitled to demand interest of 10%, whereby proof of higher damage caused by default is possible at any time. The right to claim further damages caused by default remains reserved.
(4) Bills of exchange shall not be accepted and checks shall only be accepted on account of performance and subject to crediting.
(5) If the Purchaser is in arrears with payment, SPÄH is free to refuse further fulfillment of the contract.
(6) If there is a significant risk to the payment claim, the contractor is entitled to demand advance payments or sufficient security.
(7) If the customer refuses advance payment or security, the contractor may withdraw from the contract and claim damages.
(8) Notwithstanding any provision of the customer to the contrary, incoming payments shall repay costs, then interest and finally the principal claim; in the case of several claims, the older claim shall be repaid first.
(1) All delivered goods remain the property of SPÄH (reserved goods) until all claims arising from the business relationship, regardless of the legal basis, including future or conditional claims, have been fulfilled.
(2) In the event of processing or treatment of the reserved goods, SPÄH is entitled to (co-)ownership in the value of the condition of the reserved goods before processing or treatment of the resulting item.
(3) Sale of the goods subject to retention of title is only permitted in the ordinary course of business of the customer, under his normal terms and conditions and as long as he is not in default. If the customer resells the reserved goods, he shall assign the claim against the purchaser to the entrepreneur at the time of the sale. The customer shall oblige the purchaser to make payment directly to the entrepreneur within the scope of the payment obligation resulting from the resale. Exceptions to this require prior written agreement between the entrepreneur and the customer.
(4) In all other respects, disposals of the reserved goods are not permitted, in particular transfer by way of security or pledging.
(5) If execution is levied against the Customer’s assets and the goods subject to retention of title are affected by this, the Contractor must be notified of this immediately in writing, stating all necessary data (enforcement body, file number) and, if applicable, enclosing enforcement records.
(6) Items which have been made available to the Customer by the Contractor and which are not part of the work performance as such (e.g. drafts, design drawings, tools, etc.) shall remain the property of the Contractor.
(1) We reserve the right of ownership and copyright to cost estimates, drafts, drawings and other documents; they may only be made accessible to third parties with our consent. Drawings and other documents belonging to offers must be returned on request.
(2) If we have delivered items in accordance with drawings, models, samples or other documents provided by the Buyer, the Buyer shall guarantee that the industrial property rights of third parties are not infringed. If third parties prohibit us in particular from manufacturing and delivering such items with reference to industrial property rights, we shall be entitled – without being obliged to examine the legal situation – to cease any further activity in this respect and to claim damages if the Buyer is at fault. The purchaser also undertakes to indemnify us immediately against all claims of third parties in connection therewith.
(1) The production of test parts shall be at the expense of the Buyer.
(2) The Purchaser shall only be charged a share for molds, tools and other production equipment. As a result, the right of ownership remains with SPÄH. Should the Purchaser insist on sole ownership, it will be invoiced again for the share already invoiced.
(3) If molds, tools and other production equipment become unusable before the agreed output quantity has been fulfilled, the costs required for replacement shall be borne by SPÄH.
(4) Liability for molds, tools and other production equipment provided by the Buyer shall be limited to the same care as in the Buyer’s own affairs. Costs for maintenance and care shall be borne by the Buyer.
(5) Our obligation to retain the goods shall expire – irrespective of the Buyer’s property rights – no later than 2 years after the last production from the mold or tool.
(1) The delivery of parts is free of charge for SPÄH.
(2) Packaging shall be charged at cost price, if applicable, but shall not be taken back.
(3) If the performance of the work is delayed through no fault of the Contractor, the prices may be adjusted in accordance with the change in costs during the period of delay.
The place of performance is the respective registered office of the branch of the SPÄH Group company.
(1) The invalidity of individual provisions shall not affect the validity of the remaining provisions. The invalid provision shall be deemed replaced by an economically equivalent provision.
(2) All declarations affecting the validity of the contractual relationship must be made in writing. Any change to the written form requirement must itself be made in writing.
General Terms and Conditions of Sale – Version 07/2007
Do you have any further questions about our terms and conditions? Feel free to contact us via our contact form or our direct contact persons.
+49 (0) 7572 602-0