for business transactions of SHERA Werkstoff-Technologie GmbH with companies within the meaning of Section 14 of the German Civil Code (BGB)

Offer

Our offers as sellers are subject to change. Delivery options and prior sale remain subject to change in all cases, as do technical changes.

Delivery times

We make every effort to adhere to delivery deadlines. These are to be regarded as non-binding unless a fixed date has been agreed in writing in individual cases. Consequential damages due to delivery delays cannot be claimed under any circumstances. If the delay lasts longer than 8 weeks, the customer is entitled to withdraw from the contract with regard to the part not yet fulfilled after a reasonable grace period. If the delivery time is extended or the customer is released from his obligation, the customer cannot derive any claims for damages from this. If the seller is responsible for delays due to failure to comply with bindingly agreed deadlines and is in default, the customer is entitled to compensation for delay amounting to 0.5% of the invoice value of the delivery affected by the delay. Further claims by the customer are excluded unless the delay is due to gross negligence on the part of the seller.

Prices

All prices are subject to change ex works including packaging costs. All prices quoted are increased by the statutory VAT applicable on the day the order is placed. The price applicable on the day of delivery is used for calculation. We reserve the right to change prices. With the publication of a new catalogue or a new price list, all previous prices and agreements become invalid. The customer is only entitled to offset against counterclaims or to assert a right of retention if his counterclaims, which are set off or are the basis for the right of retention, have been legally established or have been recognised by us in writing. Checks are accepted as payment and only against reimbursement of bank, discount and collection charges. Bills of exchange and other payment acceptances with a term of more than 3 months are not accepted.

assumed.

Delivery

The goods are generally shipped at the recipient's expense and risk, even if we cover the freight costs. For orders up to €150 net, shipping costs are charged at cost. For orders over €150 net - except for the shipping of machines - we deliver freight-free. For express shipments, costs equal to the cost price incurred are additionally charged - regardless of the sales value. For small orders under €25, a surcharge of €2.50 is charged for small quantities. For deliveries abroad, freight costs are generally charged at cost price. We are entitled to make partial deliveries. Complaints and notices of defects These must be submitted in writing within 10 days. Otherwise, the goods are deemed to have been approved (§§ 376, 377 HGB). If there is a defect for which we are responsible, we are obliged to remedy the defect or provide a replacement at our discretion. If replacement or subsequent performance is not possible or has failed after a reasonable period of time, the customer can withdraw from the contract or reduce the price. Further claims are excluded. This applies in particular to consequential damages unless the causer acted intentionally or with gross negligence. Goods that have been complained about can only be returned with the seller's prior consent. Damaged shipments must only be accepted by the freight carrier after the damage has been ascertained. We are entitled to refuse subsequent performance if the customer chooses subsequent performance and this can only be carried out at disproportionate costs. We are only liable for intentional acts and gross negligence. Damage caused by the buyer, his legal representative or vicarious agents through their own negligence is excluded from liability. This applies regardless of the legal nature of the claim asserted. This limitation of liability does not apply to damages resulting from injury to life, body or health or in the event of a breach of essential contractual obligations. Damages due to defects against the seller are only available to the immediate buyer/customer and are not transferable.

Payment term

Without prejudice to the immediate due date, the invoice is payable as follows:

For direct debit: 5% discount

The net payment term is 14 days without deduction.

The customer is in default even without a reminder - except in the cases regulated by law - if he does not pay within 14 days of the due date and receipt of an invoice or an equivalent payment statement, e.g. a payment reminder, sending of the bank statement, etc. If the customer cannot prove that he received an invoice, the time of receipt of the purchased goods takes its place. In the event of late payment, we reserve the right to calculate statutory default interest (Section 288 Paragraph 2 of the German Civil Code). This does not exclude the assertion of greater damages.

Retention of title

All deliveries are subject to retention of title. We remain the owner of the goods delivered until all claims arising from the business relationship with the customer have been paid, including claims arising from checks and bills of exchange as well as claims arising from refinancing and reversal bills of exchange. During the period of retention of title, the customer is entitled to possession and use of the goods delivered within the scope of his normal business operations. In the event of a breach of contract and default in payment, we are entitled to demand that the customer return the goods and, after giving written notice with a reasonable period of time, to sell the goods delivered in the best possible way by private sale, taking into account the proceeds from the sale. The return of the goods subject to retention of title by us does not constitute a withdrawal from the contract. Under the aforementioned conditions, the customer is obliged to return the goods delivered to us on first request. The customer bears all costs. The customer is entitled to sell the goods delivered in the ordinary course of business under the usual terms and conditions. The customer hereby assigns to us in advance the claims arising from the resale and the other claims against his customers, including all ancillary rights, in particular security rights. The assignment is hereby accepted. The customer is entitled to process and work on the goods in the ordinary course of business. The customer processes and works on the goods on our behalf, without any obligation on our part and in such a way that we are to be regarded as the manufacturer in accordance with Section 950 of the German Civil Code (BGB). In the case of processing and working or combining the goods with other items that do not belong to us, we are entitled to the resulting co-ownership share in the new item in proportion to the value of our goods to the value of the new item at the time of processing and working or combining. The same applies to the sales proceeds in the event of a sale, which are assigned to us. If the value of the securities given to us exceeds our claims against the customer from the current business relationship by more than 120%, we are obliged to return or release the excess amount upon first request from the customer.

Place of fulfillment

Place of performance is 49448 Lemförde, Germany.

Place of jurisdiction / General provisions

The place of jurisdiction for both parties is the court with jurisdiction over the seller's registered office. We remain entitled to sue at the court with jurisdiction over the customer or at any court that is responsible for our claims for other reasons. In any case, the law of the Federal Republic of Germany applies to both parties. The UN Convention on Contracts for the International Sale of Goods does not apply to contracts with foreign customers. The invalidity of individual agreements does not affect the legal validity of the remaining provisions. Any changes or additions must be made in writing.

Status: 01.01.2023