Schmachtenhagen GmbH
Stegeweg 5
16515 Oranienburg
OT Schmachtenhagen

mail: info@mfas.de


Allgemeine Geschäftsbedingungen der Klockow GmbH

General Terms of Delivery and Payment of the Maschinenfabrik Schmachtenhagen GmbH in the event that you place an order with us and we are the supplier (last updated: 01/01/2014):

Section 1 Scope
The following 'General Terms of Delivery and Payment' apply to all deliveries and services. General terms and conditions of the party placing the order will not become part of the contract. This shall also apply if the assumption of the party placing the orders or other documents makes reference to them and the supplier does not explicitly oppose the agreement of the general terms and conditions of the party placing the order.

Section 2 Offers and offer documents
Quotations and offers are binding for the period of 14 calendar days.

Section 3 Placing orders
Orders are only deemed to have come into existence provided that the supplier has confirmed the order in writing. The sole criterion for the legal relationship between the supplier and the party placing the order is the contract concluded in writing including these General Terms of Delivery.
In principle the supplier is not liable for errors arising from documents submitted by the party placing the order (e.g. drawings, instructions) due to unclear or verbal specifications.

Section 4 Prices
Prices are quoted in euro ex works plus packing, the statutory value-added tax, customs duties as well as fees and other charges in the case of shipments exported.

Section 5 Payment
Invoices are payable within 10 days of the invoice date less 2 % cash discount or within 30 days strictly net. No cash discount will be granted on wages.

Offsetting of counter claims of the customer or retention of payments on account of such claims is only permitted if the counter claims are undisputed or have been established with final legal force.

In the event that the party that placed the order does not pay when the invoice is due for payment, 5 % p.a. interest shall be payable on the outstanding amounts as of the date by which they were due.

Section 6 Delivery and assembly
Deliveries shall be ex works. Insofar as shipping was agreed, the delivery periods and dates relate to the time of handover to the forwarder, carrier or other third party commissioned with transport.

The supplier does not accept any liability for impossibility of the delivery insofar as this was caused by force majeure or other incidents that could not have been foreseen at the time of conclusion of the contract and that were beyond the control of the supplier.

In the event that the supplier defaults on a delivery or a delivery or service becomes impossible for it, irrespective of the reason, the liability of the seller is limited to damages pursuant to Section 9 of these General Terms of Delivery.

Section 7 Place of performance, shipping, packing, passage of risk, acceptance
The place of performance for all obligations arising from the contractual relationship is Schmachtenhagen unless anything else was agreed.

The form of shipping and packing shall be chosen at the reasonable discretion of the seller.

Risk shall pass to the customer at the latest upon handover of the subject matter of the delivery (beginning of the loading procedure is the relevant time) to the forwarder or other third party appointed to carry out shipping.

The consignment will only be insured by the supplier against theft, transport, fire or water damage or other risks at the explicit request of the party placing the order and for its account.

Acceptance of the consignment shall take place without delay.

Section 8 Warranty
The warranty period is one year as of delivery, insofar as acceptance is necessary, upon acceptance. The items delivered shall be inspected carefully after delivery to the party placing the order or a third party named by it. With regard to obvious defects or other defects that would have been recognisable in the case of careful inspections made without delay, they are deemed to have been approved by the party placing the order if the suppliers does not receive a written complaint within seven working days of delivery. As far as other defects are concerned, the items delivered are deemed to have been approved by the party placing the order if the complaint is not received by the supplier within seven working days of the time at which the defect became apparent.

Section 9 Damages
The liability of the supplier is exclusively in accordance with these Terms of Delivery and Payment. All claims to damages not explicitly acknowledged herein including claims to damages are ruled out irrespective of the legal grounds unless they are based on intentional or grossly negligent infringement of the contract by the supplier, by a legal representative or vicarious agent.

In the case of liability arising from slight negligence the supplier's liability to pay damages for material damage and further ensuing financial damage is limited to the sum of 1 million euros (corresponding to the amount of cover provided for in its business liability insurance), also if it is a question of infringement of essential contractual duties.

Section 10 Reservation of ownership
The deliveries or services shall remain the property of the supplier until receipt of all payments under the contract.

Section 11 Applicable law, place of performance and jurisdiction
German law shall apply. The place of jurisdiction for any and all disputes arising from the business relationship between the party placing the order and the supplier is Amtsgericht and Landgericht Berlin [Berlin Local Court and Regional Court]. Mandatory statutory law provisions on exclusive places of jurisdiction are not affected by this provision.

Insofar as the contract or the General Terms of Delivery do not contain necessary provisions, legally effective provisions that the parties would have agreed under the economic goals of the contract and the purpose of these General Terms of Delivery had they recognised the omission are deemed to have been agreed to remedy such omissions.

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