General Terms and Conditions of Sale of Salamander SPS GmbH & Co. KG



A. Scope

The following Terms and Conditions of Sale shall apply to the entire business relationship between Salamander SPS GmbH & Co KG (hereinafter referred to as “we”) and the Customer/Contractual Partner, even if we no longer refer to them in later transactions. Deviating or supplementary general terms and conditions shall not become part of the contract, even if we do not expressly object thereto, unless we have expressly consented to their validity in writing.

With its purchase order, the Customer/Contractual Partner expressly acknowledges the following Terms and Conditions of Sale.

B. Conclusion of the contract

1.)
Our offers shall be non-binding and subject to change, unless they contain declarations to the contrary. Orders shall only be accepted if they have been confirmed by us in writing. We can accept offers made to us within four weeks.

2.)
All agreements must be in writing. This requirement for the written form may only be waived by written agreement.

3.)
We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. They may not be made accessible to third parties without our express consent. They must be used exclusively for the performance of the services owed under the contract and must be returned to us unsolicited after the end of the contract.

C. Subject matter of the contract, prices

1.)
The subject matter of the contract shall be the goods of the type and quantity described in the written purchase order or in our offer. Deviations within the standard commercial tolerances shall be permitted. We reserve the right to make equivalent design changes.

2.)
The prices stated in our offer shall apply to all the services. The catalogue prices that are valid on the day of delivery shall apply to our deliveries, unless other prices are expressly agreed. Our prices shall be in euros and shall include the standard packaging. Additional costs shall include VAT, shipping costs, toll charges and customs duties, as well as additional costs for special packaging.

3.)
If significant changes in the raw material, labour, energy or other costs occur after the submission of the offer, we shall be entitled to demand a reasonable adjustment of the price, taking the change in the price factors into consideration.

D. Shipping, insurance, transfer of risk

1.)
The goods to be delivered by us shall be delivered by a means of transport of our choice. If our Contractual Partner demands a particular shipping method (e.g. express, air freight), it shall bear the resulting additional costs.

2.)
At the written request of our Contractual Partner, the goods shall be insured against transport and fire damage. Otherwise, we are not obligated to take out a transport insurance policy.

3.)
Shipping shall take place at the risk of our Contractual Partner. If the goods are ready for dispatch and the shipping or acceptance is delayed for reasons for which we are not responsible, the risk shall be transferred when the Contractual Partner is informed that the goods are ready for dispatch.



E. Delivery, order quantity, default of acceptance

1.)
Delivery periods for goods that are to be delivered by us shall only be binding if this has expressly been agreed. In the presence of force majeure or in the event of unforeseen obstacles that we are unable to avert in spite of the reasonable care appropriate to the circumstances of the individual case, e.g. industrial action, official measures in Germany or abroad, an energy failure, a delay in the delivery of essential raw materials, disruptions to or restrictions of our suppliers’ operations, delivery periods shall be stopped for the duration of the obstacle, irrespective of where the obstacles occurred. If this is impossible, we shall be released from our contractual obligation. Our Contractual Partner shall only be entitled to claims for compensation on account of this in cases where we are guilty of wilful intent or gross negligence.

2.)
We are entitled to make part deliveries that are regarded as independent transactions. Contracts with agreed part deliveries (call orders) obligate the Contractual Partner to accept part deliveries in approximately equal monthly instalments.

3.)
In the case of customer-specific custom-made products, the quantities delivered may exceed or fall short of the ordered quantities by up to 20 %.

4.)
If our Contractual Partner is in default of acceptance or if it infringes other cooperation obligations, this shall not affect our claim to the contractually agreed consideration (Section 326 (2) German Civil Code (BGB)). Damages and additional expenses that can be traced back to the default of acceptance must be borne by the Contractual Partner that is in default of acceptance. The risk of the accidental loss or accidental deterioration of the goods shall be transferred at the time at which the default of acceptance occurs.

F. Warranty and liability

1.)
After the delivered goods arrive, they must immediately be checked for completeness and freedom from defects and any complaints must be reported in writing immediately. The same shall apply in the event that defects occur later and these must be reported in writing immediately.

2.)
The statutory limitation periods shall apply, Section 438 BGB

3.)
In the event that our goods are defective, we shall be at liberty to offer the Customer a replacement delivery or a removal of the defects at our discretion (Section 439 BGB). The same shall apply to replacement deliveries and a removal of defects as to the original delivered item. In the event of a removal of defects, we shall not bear the additional costs that are associated with the delivered item being transported to a place other than the place of performance. If we are not prepared or not able to provide a replacement delivery or to remove the defects or if such an action finally fails, the Contractual Partner shall be entitled, at its discretion, to either withdraw from the contract (Sections 437, 440, 323, 326 BGB) or reduce the purchase price (Sections 437, 441 BGB). Further-reaching claims, especially claims to compensation for direct or indirect damages, shall be excluded, unless we are guilty of wilful intent or gross negligence.

4.)
If our liability is excluded or limited, this shall also apply to the personal liability of any vicarious agents. If we have infringed an essential contractual obligation through negligence, our liability for compensation shall be limited to the amount covered by our public liability/product liability insurance policy for personal injury, material damages and financial losses. We shall allow our Contractual Partner to view our policies on demand.

G. Scope

Tools, samples and packaging designs that are produced on the basis of our experience and drawings shall pass into our ownership even if costs have been charged, unless a contractual agreement with different content has been concluded in the individual case. If we are obligated to store tools and samples, a storage period shall in any event end if our Contractual Partner does not place any more orders with us within two years of the last delivery.

H. Retention of title

1.)
Our deliveries and services shall remain our property until all of our receivables arising from the entire business relationship, including all ancillary receivables, have been paid in full. In the event that our Contractual Partner acts in a manner that is contrary to the contract, especially in the event of a default of payment, we shall be entitled to take back our deliveries and services. Taking the goods back shall not constitute a withdrawal from the contract, unless we have expressly declared this. The attachment of our deliveries and services shall always constitute a withdrawal from the contract. After taking pack our deliveries and services, we shall be entitled to dispose of them. The proceeds from this, deducting reasonable costs, shall be credited.

2.)
Our Contractual Partner shall not be entitled to pledge the reserved goods, to transfer them to third parties by way of security or to encumber them with third-party rights in any other way before the final payment. In the event of attachments or other interventions by third parties, our Contractual Partner must inform us immediately in writing so that we can bring an action pursuant to Section 771 German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse us for the court fees and out-of-court expenses of an action in accordance with Section 771 ZPO, our Contractual Partner shall be liable for the loss incurred by us.

3.)
Our Contractual Partner shall be entitled to resell our reserved goods in the ordinary course of business. However, it hereby assigns to us, to the amount of our final invoice amount including VAT, all its receivables from its customers or third parties that arise as a result of the resale, irrespective of whether the goods that are delivered subject to a retention of title have been resold with or without processing, mixing or other alterations. Our Contractual Partner shall remain authorised to collect its receivables from customers even after the assignment. This shall not affect our entitlement to collect the claim ourselves. We undertake, however, not to collect the receivable, as long as our Contractual Partner complies with its payment obligations from the collected revenue, is not in default of payment, and, in particular, no application for the initiation of insolvency proceedings is made or suspension of payments occurs. If one of the above circumstances occurs, we can demand that our Contractual Partner informs us of the assigned receivables and the corresponding debtors and provides us with all the information that is necessary for collecting the receivables, as well as handing over the associated documents and revealing the assignment to us to the debtors.

4.)
As security for our receivables from the Contractual Partner, the latter shall also assign to us his receivables from third parties that arise as a result of the combination of our delivered items that are subject to a retention of title with a piece of real estate.

5.)
At the request of our Contractual Partner, we are obligated to release the securities to which we are entitled insofar as the value of the securities exceeds our receivables that are to be secured by more than 20 %. The selection of the securities to be released shall be at our discretion.

I. Payments

The terms of payment shall be negotiated individually with our customers. Every payment must be made to us free of postal charges and other expenses.

J. Payment by instalments, supplier limit

1.)
If payment by instalments is allowed in accordance with the agreement, this arrangement shall lapse if our Contractual Partner is in arrears with the whole or part of an instalment for longer than a week or, in the event that bills of exchange or cheques are issued, if a cheque or bill of exchange is not honoured. In the event that a bill of exchange is protested or a cheque is not honoured, all the other bills of exchange and cheques of this Contractual Partner shall be due for encashment and payment immediately.

2.)
Cheques and bills of exchange shall only be accepted on account of performance without a guarantee for protest and only by agreement and subject to the condition of their discountability. Discount changes shall be borne by our Contractual Partner from the date on which our invoice receivable is due.

3.)
The basis for the conclusion of our contract shall be the creditworthiness of our Contractual Partner. If reasons are known that give cause for legitimate doubts as to whether the contractual payment obligations will be met, e.g. the event of an application for or initiation of insolvency proceedings or an actual or imminent over-indebtedness, insolvency or cessation of payments, we shall be entitled to retain deliveries that have not yet been made until an appropriate security has been provided and/or to withdraw from the contract if a suitable security is not provided within a reasonable period.

4.)
If a supplier limit (credit limit) is agreed for the current purchase of goods, this must be understood in terms of an upper risk threshold and shall require absolute compliance with the specified payment periods by the Customer.

K. Rights of set-off and rights of retention

We shall be entitled to rights of set-off and rights of retention to the statutory extent. In other respects, set-offs can only be declared and rights of retention can only be exercised with counterclaims that are legally established, undisputed or have been acknowledged by us.

L. Debt collection authorisation

An authorisation to collect debts on our behalf requires presentation of our written letter of authority and our receipt. Our Contractual Partner is required to satisfy itself of the existence of an authorisation to collect debts.

M. Place of performance, place of jurisdiction, applicable law

1.)
The place of performance for all of our obligations shall be the location of our registered place of business (Jakob-Sigle-Strasse 58, 86842 Türkheim), unless otherwise agreed in writing in the individual case.

2.)
The place of jurisdiction for all kinds of disputes with contractual partners who are merchants, legal entities under public law or special funds under public law shall be the court that is responsible for our registered place of business in Türkheim. We reserve the right also to file a suit in the registered place of business or the place of residence of our Contractual Partner.

3.)
The legal relationship with our Contractual Partner shall be exclusively subject to the law of the Federal Republic of Germany. In particular, the United Nations Convention on Contracts for the International Sale of Goods of 11th April 1980 shall not apply.

 4.)

a) Our deliveries and services are subject to the proviso that there are no obstacles to fulfilment due to national or international regulations, in particular any export, import or transfer regulations to be observed by the exporter/importer/transferor.

 b) In the event of the Customer exporting or transferring the goods delivered by us, the Customer is obliged to comply with all applicable international economic sanctions, trade embargoes and export control laws and regulations, in particular those issued by the UN Security Council, the USA, the United Kingdom and/or the EU or its member states.

c) The Customer shall fully indemnify us against all claims asserted by authorities or other third parties against us due to the Customer's failure to comply with the above obligations under export control law, and the Customer shall compensate us for all damages and expenses incurred by us in this connection.

N. Severability clause

If one of these provisions is or becomes invalid or impracticable, in full or in part, this shall not affect the validity of the remaining provisions. The invalid or impracticable provision must be replaced by a provision that comes as close as possible to the economic purpose of the invalid or impracticable provision.

(21.10.2024)