General Standard Terms and Conditions

General Terms and Conditions of S.P.W. Vertriebsgesellschaft mbH, Westkai 58, 27572 Bremerhaven, as of 01.02.2022

I. General

1. The following delivery and sales conditions apply to all contracts, deliveries, and other services, including all consulting services, that are not subject to a separate consulting agreement unless they have been modified or excluded with our express written consent. They apply both to contracts with entrepreneurs within the meaning of § 14 BGB or legal entities under public law and special funds under public law, as well as to contracts with consumers within the meaning of § 13 BGB.
2. The customer's conditions will not become part of the contract even if we do not explicitly object to them and perform contractually owed deliveries/services unconditionally. Agreements deviating from these conditions should be included in the order confirmation.

II. Offer and Scope of Delivery

1. All our offers are always non-binding. The documents associated with the offer, such as illustrations, drawings, calculations, weight, and measurement data, and services, are only approximate, unless expressly designated as binding. Changes from these are unreasonable and not acceptable by the customer only if they exceed the usual commercial extent. We reserve the ownership and copyright of cost estimates, drawings, calculations, and other documents. They may only be made accessible to third parties with our express written consent.
2. A contract is only concluded through our written order confirmation or by delivery.
3. All agreements made between us and the customer must be recorded in writing in the respective delivery contract. This particularly applies to collateral agreements, assurances, and subsequent contract amendments.
4. We reserve the right to make construction and form changes to the delivery item, provided the delivery item is not significantly altered and the changes are reasonable for the customer.
5. The basis for the quality of the purchased item are the descriptions handed over to the customer regarding delivery, appearance, performance, dimensions, weights, etc. The purchased item, particularly its dimensions, performance, type, and appearance, are based on the data provided by the customer, which are necessary for the manufacture of the purchased item, such as type, year of manufacture, performance, torque, rotational speed, shaft diameter, shaft taper, material failure, etc.

III. Prices and Payment

1. All prices are fundamentally net ex-works Bremerhaven plus the applicable VAT, excluding freight, packaging, and customs. If delivery is to occur more than three months after the contract is concluded, we are entitled to demand an appropriate pass-on of price increases due to price increases by our suppliers or unexpected increases in labor or material costs. We are bound by the agreed prices only for the agreed delivery time, but at most 14 days. Additional expenses incurred by us due to the customer's acceptance delay must be reimbursed by the customer.
2. Unless otherwise agreed between the parties, payment is due upon delivery and receipt of the invoice without any deduction within ten days free to the payment office of S.P.W. Vertriebsgesellschaft mbH. We are entitled to issue reasonable interim invoices.
3. Credits from bills of exchange or checks are made subject to receipt, less expenses, with the value date of the day on which we can dispose of them.
4. The customer is not entitled to offset disputed or not legally established counterclaims. He can only assert a right of retention from claims from this contract. If the customer complains about defects, he may withhold payments only to an extent that is in a reasonable proportion to the defects that have occurred.

IV. Delivery Times

1. The delivery period begins with the conclusion of the contract, but not before the provision of any documents and data to be procured by the customer, etc. We reserve the right to proper and timely self-delivery. In the event of force majeure and lawful labor disputes such as strikes or lockouts beyond our control, the delivery times are extended appropriately.
2. In case of a delivery delay of more than two months, the customer is entitled to withdraw from the contract. If the delivery time is extended or we are released from the delivery obligation, the customer cannot derive any claims for damages from this.
3. We are not liable for the fault of our suppliers, including delayed or failed deliveries, except for selection or monitoring faults.

V. Transfer of Risk and Transport

1. The shipping route and shipping method are left to our choice in the absence of a special agreement. The goods are shipped and insured only at the express request and expense of the customer.
2. In the case of a shipment sale, the risk passes to the customer upon handing over the goods to the carrier or freight forwarder, at the latest when leaving the warehouse, unless it is a consumer goods purchase. This also applies to partial deliveries.
3. If the shipment is delayed due to circumstances attributable to the customer, the risk passes to the customer from the day of the offer of delivery.

4. We are entitled to make partial deliveries, as far as reasonable.

VI. Retention of Title

1. Until full payment of the respective goods, in the case of non-consumers until full payment of all claims from our business relationship with the customer, we retain ownership of all items delivered by us, including those that have already been installed or otherwise connected with third-party property. These items are hereinafter referred to as "reserved goods."
2. The customer undertakes to handle the purchased item and the reserved goods carefully and to protect them from third-party interventions.
3. The customer may not pledge the purchased item and the reserved goods or assign them as security without our consent. The customer undertakes to notify us immediately in writing of any seizures or other third-party interventions in the purchased item or the reserved goods.
4. The customer, who is not a consumer, is entitled to process and resell the delivered purchased items and reserved goods in the ordinary course of business. However, we reserve the right to revoke this authorization for a justified reason. The customer already now assigns to us all claims in the amount of the final invoice amount including VAT that accrue to him from the resale of the item and the reserved goods against his customers or third parties, regardless of whether the item has been resold without or after processing. The customer is authorized to collect his claims after the assignment, but our authority to collect the claim ourselves remains unaffected. We are entitled at any time to revoke the customer's collection authorization. The customer undertakes to disclose to us the assigned claim, the debtor, and all necessary information for collection, as well as to hand over the required documents and to notify his debtor of the assignment. We hereby accept the assignment.
5. The processing and transformation of reserved goods by the customer do not constitute acquisition of ownership by the customer. It is expressly agreed that we are processors within the meaning of § 950 BGB.
6. In the case of connections and mixtures with goods not belonging to us, we acquire co-ownership of the new items in proportion to the invoice value of the mixed/connected goods.

VII. Warranty and Notification of Defects

We are liable for defects as follows:

1. The customer, who is not a consumer, must inspect the received goods immediately upon arrival for quantity, quality, assured properties, and subjective and objective requirements. Defects that occurred during shipping, such as damaged packaging, etc., must be reported immediately by the customer, and obvious defects must be reported to us in writing within two weeks of receipt of the goods. In case of late notification, the warranty obligation expires.
2. In the case of justified complaints about defects that are due to a circumstance existing before the transfer of risk, we are obliged, at our discretion, to repair, replace, or deliver new defective goods. The customer must provide the goods to us free of charge in Bremerhaven. Under no circumstances may the goods be used further after recognizing possible defects. Any resulting damages are at the customer's expense.
3. No warranty is assumed for damages resulting from the following reasons: unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, missed maintenance work, normal wear and tear, unsuitable operating materials or replacement materials, or external influences, special instructions of the customer regarding construction or material selection.
4. The customer must grant a reasonable period and opportunity for defect rectification.
5. The customer's warranty claims for new goods expire in all cases twelve months from the transfer of risk. In the case of consumer transactions, the warranty claims for new goods expire in 24 months, for used goods in twelve months from the transfer of risk. If the defect occurs within this limitation period, the limitation does not occur before the end of four months after the defect first appeared. If the consumer has handed over the goods to the entrepreneur or at the entrepreneur's request to a third party for supplementary performance or fulfillment of warranty claims, the limitation of claims for the asserted defect does not occur before the end of two months after the repaired or replaced goods have been handed over to the consumer. Excluded from this are claims for damages aimed at compensating a bodily or health injury or due to a defect for which we are responsible or based on gross negligence on our part or our vicarious agents. These claims are subject to the statutory limitation period. For work services, the warranty claims not related to damages for injury to life, body, or health or based on gross negligence on our part or our vicarious agents expire in twelve months.

VIII. Compensation

1. Our liability is excluded, as far as a non-essential breach of duty is concerned, which was neither intentional nor grossly negligent. We reject the agreement of contractual penalties. Should the customer's terms and conditions contain a corresponding contractual penalty, this is expressly opposed. They will in no case become part of the contract.
2. We are not liable for indirect damages that may result from a defective item, such as operational losses, lost profits, consequential damages to items or persons not supplied by us.
3. The customer's compensation for exceeding the agreed delivery period is limited to the foreseeable, typically occurring damage. The resulting compensation is limited to 2% per completed week, but a maximum of 10% of the net purchase price.
4. If the customer is obliged to compensate for damages due to non-acceptance of our performance, we may demand a lump sum of 25% of the net order value as compensation. The assertion of higher, specifically calculable damages remains reserved.

IX. Place of Performance, Jurisdiction, and Applicable Law

1. The place of performance and exclusive place of jurisdiction for deliveries and payments and for all disputes arising between the parties is Bremerhaven. If the customer is a consumer, the place of performance in the case of a shipment sale is the residence of the customer or the destination specified by him.
2. The relations between the contractual parties are exclusively governed by the law of the Federal Republic of Germany. The UN Sales Convention is excluded.

X. Data Protection Clause

1. We process and store personal data of the client for the purpose of proper order fulfillment in accordance with Art. 6 para. 1 lit. b of the EU General Data Protection Regulation ("GDPR"). The "controller" within the meaning of the GDPR is S.P.W. Vertriebsgesellschaft mbH, represented by the Managing Director Jörg Adamczyk. The duration of data storage is determined by the statutory provisions on commercial retention obligations. If the customer provides an email address and consents to its forwarding to the shipping service provider, we will forward the email address exclusively for the purpose of shipment notification to the shipping service provider. The client has a right to information, correction, and deletion of data from the "controller" as well as a right to lodge a complaint with the "Bremen State Commissioner for Data Protection." Detailed information on data protection is available on the Internet at: https://spw-gmbh.de/en/privacy-policy.

XI. Written Form and Severability Clause

1. Should individual provisions or separable parts of individual provisions be invalid or become invalid, this does not affect the validity of the remaining provisions or parts of the provisions. The corresponding statutory provision takes the place of the invalid provision or the invalid separable part of the provision. The customer's intention does not matter in the interpretation of the provisions.

XII. Product Liability

1. As far as the customer processes our products and thus becomes a manufacturer according to § 4 Product Liability Act, the customer indemnifies us from liability according to § 1 Product Liability Act. This does not apply if a product defect is due to an intentional or grossly negligent breach of duty on our part.

XIII. Right of Withdrawal

1. If a sale is concluded via distance selling (telephone, fax, email, online shop, etc.), the consumer has a right of withdrawal in accordance with a separate instruction. In the case of withdrawal, the customer bears the costs of the return if the delivered goods correspond to the ordered goods and if the price of the item to be returned does not exceed €40.00 or if, in the case of a higher price of the item, the customer has not yet rendered consideration or a contractually agreed partial payment at the time of withdrawal. Otherwise, we bear the costs of the return.