Terms & Conditions

General Terms and Conditions of Purchase (with Companies)

 

§ 1 Scope of Application
(1) The following General Terms and Conditions of Purchase (Purchasing Conditions) shall apply to all orders made by Seebach GmbH with the supplier.
(2) These Purchasing Conditions shall also apply to all future transactions with the supplier.
(3) Seebach GmbH shall only recognize any conditions of the supplier if it expressly agrees to their application in writing. Without the written consent of Seebach GmbH any conditions of the supplier shall have no validity, even if they are not expressly contradicted.

§ 2 Requests for Quotations and Purchase Orders
(1) Only Seebach GmbH’s written purchase order is binding for Seebach GmbH’s orders, transactions, and deliveries.
(2) The delivery contract shall be concluded with the written confirmation of the order by the supplier, so long as this does not differ from Seebach GmbH’s purchase order. The supplier shall immediately inform Seebach GmbH in writing of any deviations, expressly and clearly. Deviations from Seebach GmbH’s purchase order shall only be permissible with Seebach GmbH’s prior written agreement.
(3) If the supplier does not confirm Seebach GmbH’s purchase order in writing within a period of two weeks of its receipt, Seebach GmbH shall be entitled to cancel. In the event of a cancellation by Seebach GmbH, the supplier is no longer bound by its purchase order. If orders, which have the same content as previous orders, cannot be delivered under the same conditions, or if there are other alterations, the time given to the supplier for confirmation of the order is reduced from two weeks to one week.
(4) All documents produced in relation to the order must include the numbers used by Seebach GmbH to identify the item, the request for quotation, and purchase order, so that a clear assignment of documents is possible.
(5) All quotations made by the supplier must correspond to the request for quotation made by Seebach GmbH. The supplier shall inform Seebach GmbH expressly, clearly, and immediately in writing of any deviations from the provisions in § 2(4) and (5) sentence 1 of these Purchasing Conditions.
(6) All quotations made by the supplier are free of charge and binding with regard to Seebach GmbH. The supplier shall be bound by the quoted prices for a period of 30 days, beginning from the day on which the quotation was submitted.
(7) The production of quotations, technical projects, studies, etc. by the supplier shall not be chargeable to Seebach GmbH and, in particular, Seebach GmbH shall not be obliged to place an order.

§ 3 Prices and Payment
(1) As a basic principle, the prices on which Seebach GmbH’s purchase order are based shall apply. If, in a specific case, the supplier is obliged to quote a price in the order confirmation, this price shall require the explicit written approval of Seebach GmbH.
(2) Invoices must be sent to Seebach GmbH immediately after delivery and must contain all the essential and legally required information to enable the unambiguous assignment of the purchase order and delivery, and an unconditional advance reduction of value added tax by Seebach GmbH. Any additional services and deliveries accepted by Seebach GmbH must be separately and clearly set out in the invoice. The payment term shall run from the day the invoice is received by Seebach GmbH. The purchase price shall be due for payment at a discount of 3% if paid within 10 days, or net if paid within 30 days. As a rule, payments are made in the second half of the week. Therefore, all queries made by Seebach GmbH regarding invoices must be answered by the supplier before the middle of the week (up to 12:00 on Wednesdays).
(3) All agreed prices are fixed prices and shall cover, unless otherwise agreed, delivery to the place of performance and fulfilment in accordance with § 6(1) of the Purchasing Conditions. The prices shall include packaging and transport costs, as well as any additional costs such as insurance, customs duties, and expenses.
(4) If, contrary to (3), it is contractually agreed that Seebach GmbH is responsible for the shipping costs, the goods shall be shipped by Seebach GmbH’s forwarder of choice unless a special form of transportation is required. The conclusion of shipping insurance at Seebach GmbH’s expense of is not permitted.
(5) If the goods are to be imported and are subject to customs duties, the supplier shall provide Seebach GmbH with a copy of the documents required by customs in advance by fax, with the documents being in a suitable form to be given to the shipper of the goods.
(6) If a delivered price (including packaging) has not been agreed, the supplier shall be entitled to charge Seebach GmbH for the packaging at cost. In the event of an agreed return, these costs shall be credited to Seebach GmbH in full.
(7) Seebach GmbH reserves the right to determine the shipping route and the shipping method, as well as the means of transport and the type of packaging. Seebach GmbH shall not be responsible for any extra costs caused by non-observance of these shipping requirements.

§ 4 Documentation
(1) Seebach GmbH reserves all proprietary rights and copyrights to all documentation, such as, for example, calculations, drawings, tools, models, etc., provided to the supplier as part of the ordering process.
(2) This documentation shall not be disclosed to third parties unless Seebach GmbH has provided the supplier with its express written permission so to do. If the supplier does not confirm its acceptance of the order within the time limit given in § 2(3) of these Purchasing Conditions, this documentation is to be returned immediately and without retention of any copies or transcripts.

§ 5 Delivery and Delivery Times
(1) The supplier shall provide a delivery docket for each delivery, specifying the numbers used by Seebach GmbH to identify the item, request for quotation, and purchase order. As far as standards are concerned, the supplier shall ensure that any delivery made to Seebach GmbH complies with the latest version of the standard.
(2) All of the drawings, system and function descriptions, operating instructions, wiring diagrams, operating approvals, spare parts lists, and warranty conditions relating to Seebach GmbH’s purchase order, as well as the documentation noted in § 8(1) of these Purchasing Conditions, shall form parts of the delivery of that order.
(3) The values determined by us in our receipt inspection shall be decisive for quantities, dimensions, and weights.
(4) The delivery times and dates given in the purchase order are binding and relate to the arrival at the place of performance and fulfilment, in accordance with § 6(1) of these Purchasing Conditions.
(5) If the supplier has taken responsibility for the installation or assembly, and there is no agreement to the contrary, the supplier shall, subject to any regulations to the contrary, be responsible for all necessary additional costs, such as, for example, travel costs, costs for providing tools, and per diem rates.
(6) The supplier agrees, without prompting or request, to inform Seebach GmbH immediately of any changes to its manufacturing and testing conditions and not to deliver series parts produced after any such alterations until after Seebach GmbH has approved them as series parts in writing.
(7) If the supplier foresees any problems with regard to manufacture, raw materials supply, meeting the delivery date, or other similar situations, which could hinder the scheduled delivery or the agreed quality, or should such situations occur, the supplier shall inform Seebach GmbH in writing without delay.
(8) Incomplete and excess deliveries by the supplier are only permitted if Seebach GmbH has expressly agreed to the same in writing. Any additional costs incurred by this shall be borne by the supplier.
(9) If the supplier is in default of delivery or culpably violates other duties to cooperate, Seebach GmbH shall be entitled to claim compensation for any damage sustained thereby. This shall also include the refunding of any additional expenditure incurred. The right to make further claims is reserved.
(10) The unreserved acceptance by Seebach GmbH of a delayed delivery or performance shall not constitute any waiver of Seebach GmbH’s claims to compensation against the supplier to which it is entitled as a result of delayed delivery or performance.

§ 6 Place of Performance and Fulfilment, Transfer of Risk, Customs Duties
(1) The place of performance and fulfilment for deliveries by suppliers is Seebach GmbH’s works/warehouse in Vellmar.
(2) The supplier shall bear the risk of accidental loss and accidental deterioration of the goods up to the transfer of the goods to Seebach GmbH at the agreed destination. This shall also apply to the shipment of the goods to Seebach GmbH, even if Seebach GmbH itself is responsible for the transport and/or insurance costs.
(3) If the goods have been imported, all customs duties must have been paid in full when they are delivered to Seebach GmbH.

§ 7 Supply of Materials
If materials are supplied by Seebach GmbH, the supplier shall confirm receipt in writing immediately upon receipt, using a copy of the delivery docket. Seebach GmbH shall also to be informed in writing without delay if the material is not received in time for the order to be fulfilled on time. In this case, the supplier shall be entitled to use an equivalent material to ensure on-time delivery and to keep the material provided by the Seebach GmbH in return. The supplier shall, on request, provide proof, by means of a test certificate, that the material used by him meets Seebach GmbH’s specifications.

§ 8 First Sample Test Reports, Long-Term Supplier’s Declarations, Certificates of Origin, and Test Certificates
(1) First sample test reports, long-term supplier’s declarations, certificates of origin, and test certificates are part of Seebach GmbH’s purchase order and are to be provided to Seebach GmbH in accordance with the following clauses, 2 to 5.
(2) Generally, if a part is to be manufactured and delivered for the first time, the supplier shall create first sample test reports and deliver them to Seebach GmbH without delay and without any additional prompting by Seebach GmbH.
(3) The supplier shall produce new long-term supplier’s declarations every year and deliver the same to Seebach GmbH without delay and without additional prompting by Seebach GmbH.
(4) If requested by Seebach GmbH, certificates of origin shall be obtained by the supplier and delivered to Seebach GmbH without delay.
(5) If requested by Seebach GmbH, test certificates shall be obtained by the supplier and delivered to Seebach GmbH without delay.

§ 9 Special Provisions for Blanket Orders
Blanket orders are granted to suppliers by Seebach GmbH to ensure Seebach GmbH’s demands are met on time, i.e. after receipt and quality control, the goods to be delivered by the supplier on schedule, go straight into the production process (Just-In-Time-Production). The total quantity ordered shall be regarded as a non-binding requirement forecast for the period specified in the order: The individual call-off quantity shall be regarded as a fixed order quantity, which is to be warehoused by the supplier in order to ensure prompt delivery on the date specified by Seebach GmbH. Unless otherwise agreed between Seebach GmbH and the supplier, the supplier shall deliver the goods within 14 days of a call-off order from Seebach GmbH.

§ 10 Special Provisions for Shipping to Third Parties
If delivery to third parties has been agreed, the receipted delivery dockets are to be sent to Seebach GmbH, together with the invoice, so that invoice verification and payment can be carried out without difficulty.

§ 11 Liability for Defects, Reporting Defects, Period of Limitation
(1) Seebach GmbH’s rights regarding defects with respect to the supplier are those stipulated in the statutory provisions, if and to the extent that there is nothing to the contrary in clauses (2) to (8) below.
(2) The supplier shall be responsible for ensuring that: the delivered item has been manufactured from appropriate and defect-free material; the production has been carefully and properly carried out in compliance with the recognised rules of technology, particularly with regard to the applicable DIN, VDE, and other standards’ regulations in force at the time the order was accepted; the item is fully suitable for the purpose specified in the contract, as well as possessing the guaranteed properties and achieving the agreed performance levels. The supplier also guarantees that the whole of its delivery, including the transport to Seebach GmbH, complies with the requirements of the German Product Safety Act [Produktsicherheitsgesetz]; the testing principles for occupational safety of the German Federation of Institutions for Statutory Accident Insurance and Prevention [Hauptverband der gewerblichen Berufsgenossenschaften], valid at the time of the purchase order; the requirements of applicable environmental legislation, in particular the relevant requirements of the German Federal Immission Control Act [Bundesimmissionsschutzgesetz]; and the relevant regulations and directives of authorities, trade associations, and professional associations. This guarantee shall also apply to services provided by the supplier’s subcontractors and vicarious agents. Furthermore, it shall apply to the delivery of replacements, repairs, and the elimination of defects.
(3) The supplier’s guarantee shall not be limited to, or excluded by, the inclusion in the delivery of parts, systems, constructive solutions or processes that have been recommended by Seebach GmbH in its role as customer. If the supplier considers such proposals as unsuitable, he shall inform Seebach GmbH of this in good time in writing.
(4) The acceptance of goods by Seebach GmbH is subject inspection for defects, particularly with regard to accuracy, completeness, and suitability. Seebach GmbH is entitled to examine the goods, if and to the extent that this is feasible within the ordinary course of business.
(5) Seebach GmbH shall immediately inspect the goods only in terms of externally visible damage and externally visible deviations in identity and quantity. Seebach GmbH’s reporting period for all defects is 14 days from the detection of the defect. In this respect, the supplier agrees to waive any objection regarding the late notification of defects. In the event of a complaint, the supplier shall bear the costs of the investigation.
(6) The right to choose the type of repeat performance belongs exclusively Seebach GmbH. If, after being requested to remedy a defect by Seebach GmbH, the supplier does not immediately begin to remedy the defect, Seebach GmbH shall be entitled, in cases urgency and/or to defend against an acute risk or to avoid greater harm, to undertake the removal of defects itself or by a third party at the expense of the supplier. This right of Seebach GmbH shall also apply if a defect fails to be remedied within a set reasonable time limit.
(7) Claims for legal and material defects become time-barred 36 months from delivery of the goods to Seebach GmbH, so long as the law does not prescribe longer limitation periods.
(8) If a material defect becomes apparent within six months after the transfer of risk, it shall be assumed, that the item was already defective at the time of the transfer of risk, unless this presumption is incompatible with the nature of the item or the defect.

§ 12 Property Rights
(1) The supplier guarantees that the property rights of third parties are not infringed by the delivery and use of the item.
(2) If a claim is made against Seebach GmbH by a third party, the supplier shall, upon the first written request, indemnify Seebach GmbH from these claims. This duty to indemnify on the part of the supplier shall also include all expenses and damages incurred by and in connection with a claim by a third party.

§ 13 Product Liability
(1) If a claim is made against Seebach GmbH on the basis of product liability, the supplier shall indemnify Seebach GmbH from such claims, if and to the extent that the damage was caused by a flaw in the contractual item delivered by the supplier. Liability dependent on fault shall only apply where fault lies with the supplier. If the cause of damage lies within the range of responsibility of the supplier, the supplier shall carry the burden of proof in this respect.
(2) The supplier shall assume responsibility for all costs and expenditures, including the costs of any possible legal process, for the situations outlined in Clause (1) above. The supplier shall also reimburse all costs and expenditures that arise from, or are incurred in connection with, a completed product recall. Seebach GmbH shall – insofar as this is possible and reasonable – inform the supplier of the content and scope of a product recall and give him the opportunity to comment. The assertion of further legal claims shall remain unaffected by this.

§ 14 Retention of Title
Unless otherwise agreed, retention of title by the supplier is excluded.

§ 15 Liability, Force Majeure
(1) Seebach GmbH shall be liable for damages due to intent or gross negligence on its part, as well as for personal injury, in accordance with the legal provisions. In the case of slightly negligent breach of essential contractual obligations, which are indispensable for achieving the purpose of the contract and on whose strict compliance the supplier must, therefore, by able to rely, Seebach GmbH’s liability shall, in accordance with the statutory provisions, be limited to such damage that was foreseeable by Seebach GmbH, in its form and extent, at the time the contract was concluded: In the case of default of payment, the statutory default interest rate shall apply. Above and beyond the foregoing, claims by the supplier for compensation for direct or indirect damage – on whatever legal grounds and including compensation claims for breach of pre-contractual obligations and tort – are excluded.
(2) The limitations of liability noted in §15 shall also apply to any possible liability of our legal representatives, managers and executives, and vicarious agents with regard to the supplier.
(3) Force majeure, labour disputes, involuntary disruptions in production, civil unrest, official measures, and other unavoidable events shall entitle Seebach GmbH to a reasonable delay of acceptance. Should such events occur, Seebach GmbH shall have the right, notwithstanding its other rights, to withdraw partly or fully from the delivery agreement if these events are of significant duration and Seebach GmbH’s requirements are consequently considerably reduced due to the need to procure from elsewhere.

§ 16 Confidentiality
(1) The supplier agrees to do his utmost to ensure that he and his co-workers, consultants, customers, and other business partners treat with the utmost confidentiality all non-publicly available business and technical details that have become known, or will become known, to him or to them through their business relationship with Seebach GmbH and that he and they shall not divulge such knowledge to third parties by any means without the written consent of Seebach GmbH.
(2) Drawings, models, templates, samples, etc. shall not be divulged to unauthorised third parties without the prior written consent of Seebach GmbH. The reproduction of such items is only permitted as part of operational requirements and in accordance with copyright regulations. Seebach GmbH retains all rights, particularly copyrights, to these items.

§ 17 Set-Off and Right of Retention, Prohibition of Assignment
The supplier shall only have a right to set-off with regard to claims that are undisputed, legally established, or are at the point of being legally established. The supplier shall only have a right of retention with regard to such claims that are undisputed, legally established, or are at the point of being legally established, and which arise from the same contractual relationship with us. The supplier does not have the right to assign his claims against Seebach GmbH to a third party. §354a of the German Commercial Code [Handelsgesetzbuch] remains unaffected.

§ 18 Miscellaneous
(1) This supply contract and all legal relationships between the parties are subject to the substantive law of the Federal Republic of Germany. The application of the UN Sale of Goods Convention (CISG) is excluded.
(2) The exclusive place of jurisdiction for all disputes arising from and in connection with the supply contract is Kassel.
(3) All agreements made between the parties for the purpose of execution of this contract must be in writing. The same applies to any changes to this clause requiring written form.
(4) If individual provisions in this contract are, or become, ineffective or contain a gap, the remaining provisions shall remain unaffected by this. The parties agree to replace an invalid provision, or to fill this gap, with a legally permissible provision, which comes as close as possible to the economic purpose of the invalid provision.

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General Terms and Conditions for Sales and Deliveries (with Companies)

§ 1 Scope
(1) These General Terms and Conditions for Sales and Deliveries (Sales Conditions) shall apply exclusively to Seebach GmbH’s business relations with companies, legal persons under public law, or special funds under public law, within the meaning of Section 310 (1) of the German Civil Code [BGB].
(2) These Sales Conditions apply to all future business with the customer.
(3) Seebach GmbH shall only recognise the customer’s terms and conditions if and to the extent that Seebach GmbH explicitly agrees in writing to their application. Without the written consent of Seebach GmbH any conditions of the customer shall have no validity, even if they are not expressly contradicted.

§ 2 Quotation and Conclusion of Contract
(1) Quotations made by Seebach GmbH are non-binding and subject to confirmation, unless the customer has expressly agreed otherwise with Seebach GmbH.
(2) By ordering a product, the customer shall have made a binding commitment to acquire the ordered product. Seebach GmbH shall be entitled to accept the quotation in the purchase order within a period of two weeks of its receipt. The contract is only concluded by the written confirmation of the order or by the execution of the order by Seebach GmbH.
(3) All agreements between Seebach GmbH and the customer are to be recorded in writing. This shall also apply to subsidiary agreements and assurances, as well as to subsequent contract alterations. Agreements made orally or by telephone, including arrangements with representatives of Seebach GmbH, shall only be legally binding on Seebach GmbH, if they have been confirmed in writing by Seebach GmbH. This shall not apply insofar as a legal representative acts on behalf of Seebach GmbH.

§ 3 Documentation
(1) Seebach GmbH reserves all proprietary rights and copyrights to all documentation, such as, for example, calculations, drawings, tools, models, etc. provided to the customer as part of placing the order.
(2) This documentation shall not be disclosed to third parties unless Seebach GmbH has provided the customer with its express written permission to do so. If Seebach GmbH does not accept the customer’s offer within the period provided for in § 2(2) sentence 2 of these Sales Conditions, the customer shall return these documents without delay and without retaining any copies or transcripts.

§ 4 Prices, Payments, and Payment Delays
(1) Prices provided by Seebach GmbH shall apply ex-works and exclude packaging and shipping costs, but include any additional costs, such as, for example, insurance and customs duties or expenses, and shall include value added tax at the relevant applicable rate. Seebach GmbH shall invoice the customer separately for incidental costs.
(2) Unless otherwise agreed, the payment of the purchase price shall be made in the same currency as noted in the invoice. Payment shall be made exclusively to the account named overleaf. The deduction of a discount shall only be permitted on the basis an explicit written agreement.
(3) Seebach GmbH is not obliged to accept bills of exchange or cheques as payment. If these are accepted, this shall be done exclusively for processing and not in lieu of fulfilment. The acceptance of bills of exchange or cheques shall not imply any form of deferment of the principal claim. If bills of exchange are accepted, the customer will be charged for discounting these at out-of-town locations and abroad, collection fees, and currency exchange losses.
(4) Unless otherwise agreed, the purchase price shall be paid with a 2% discount if paid within 10 days of the receipt of the invoice or in full and without deductions within 30 days of the receipt of the invoice. On the expiration of the payment term the customer is in default, without the requirement of a further reminder to pay.
(5) The default interest payment in every case of a payment default by the customer is, per annum, nine percentage points above the base rate current at the time. Seebach GmbH reserves the right to assert a higher damage claim for default.
(6) If several claims against the customer are outstanding and a payment by the customer is not sufficient to settle all of the claims, the settlement of the claims is carried out in accordance with the statutory provisions (Section 366 (2) of the BGB), even if the customer has expressly made a payment for a specific claim.
(7) The right is reserved to make reasonable price changes, as a result of changed costs (particularly wage, materials and distribution costs), for deliveries which are made more than four months after the conclusion of the contract.
(8) In the event of a payment default, all of Seebach GmbH’s outstanding claims against the customer from the joint business relationship shall become payable immediately and without any deductions. If the customer does not meet the agreed payments or if a security required of him is not delivered, Seebach GmbH’s duty to deliver shall cease to apply and/or its right of retention shall apply.
(9) All claims by Seebach GmbH against the customer from the joint business relationship shall become payable immediately, even if they have been deferred, if the customer suspends his payments, is insolvent, if insolvency proceedings have been opened against his assets, or if the opening of such proceedings has been applied for, or the opening of such proceedings is rejected due to insufficient assets, or if Seebach GmbH becomes aware of circumstances that are capable of significantly reducing the creditworthiness of the customer. Seebach GmbH shall then be entitled, at its discretion and after setting a deadline, to reclaim products that have already been delivered, to make future deliveries dependent on prepayment or security, to demand compensation, and to withdraw from the contract.
(10) If delivery dates are changed at the request of the customer, payments shall fall due as if deliveries were made in accordance with the contract.

§ 5 Delivery Dates, Part Deliveries, Defaults in Delivery and Acceptance
(1) Agreed delivery dates shall be met if at all possible. Delivery times shall be agreed as approximate, unless otherwise expressly agreed in writing. The delivery period begins on the date of dispatch of the order confirmation and its duration is thereafter proportionately dependent on the occurrence of unforeseen obstacles, which Seebach GmbH is unable to avoid, despite taking reasonable care under the circumstances in question. Such events, which also include official measures, strikes and lock-outs, and the non-delivery or late delivery by Seebach GmbH’s suppliers, extend the delivery period proportionately.
(2) Seebach GmbH shall be entitled at its discretion to fulfil contracts by means of partial deliveries, which cannot be rejected by the customer if the remaining parts can be provided within the agreed period, or if the partial deliveries already made are not without interest to the customer. Each partial delivery is an independent transaction within a mutual purchase agreement.
(3) Undersupply and oversupply of up to 10% is permissible. In the case of repeat orders, Seebach GmbH shall aim to compensate for unavoidable under- and oversupply with the next delivery, so as to keep variations in quantity to a minimum.
(4) If Seebach GmbH defaults on a delivery, the customer shall establish a reasonable grace period for fulfilment, whereby this grace period shall not be less than two weeks. If this reasonable grace period expires without fulfilment being made, the purchaser shall have the right to withdraw from the contract.
(5) If the customer is in default of acceptance or culpably violates other duties to cooperate, Seebach GmbH shall be entitled to claim compensation for any damage sustained thereby. This shall also include the refunding of any additional expenditure incurred. The right to make further claims is reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item is transferred to the customer at the point in time that the customer became in default of acceptance or in default of payment.
(6) In the case where Seebach GmbH accepts the full or partial cancellation of orders by the customer, the customer agrees to accept the goods ordered by him for two months, as well as raw materials for two more months. In this case, the obligation to accept shall relate to the average quantity ordered in the last twelve-month period preceding the cancellation.

§ 6 Place of Performance and Fulfilment, Transfer of Risk
(1) The place of performance and fulfilment for services provided by Seebach GmbH is Seebach GmbH’s works/warehouse in Vellmar.
(2) The risk of accidental loss and accidental damage is transferred to the customer with the transfer of the goods to the customer at Seebach GmbH’s works/warehouse. On the transfer at Seebach GmbH’s works/warehouse, the buyer acquires all usage and has full responsibility for the matter. The transfer remains the same even if the customer is in default in accepting the goods.
(3) If the goods are shipped to the customer at his request, the risk of accidental loss of, or accidental damage to, the goods is transferred to the customer at the time the goods are transferred to the forwarder, carrier, or some other person or company tasked with implementing the delivery (including implementation by Seebach GmbH’s own staff). The foregoing applies regardless of whether the dispatch of the goods from the place of fulfilment is carried out or who is responsible the packaging costs, freight costs, or export.

§ 7 Retention of Title
(1) Seebach GmbH expressly retains ownership of the delivered goods until full payment of all claims arising from this supply contract with the purchaser is received. Furthermore, Seebach GmbH expressly retains ownership of the delivered goods until full payment of all claims arising from the business relationship with the customer has been received. The foregoing reservations of ownership also extend to the finished goods manufactured by the purchaser from the goods, without proxy acquisition by the manufacturing customer. The foregoing reservations also apply to all future deliveries, even if Seebach GmbH does not always expressly refer to them. Seebach GmbH is entitled to demand the return of goods that remain in its ownership, if the customer behaves contrary to contract.
(2) The customer shall treat goods that have not yet been transferred to his ownership with the care due to another’s property. In particular, he shall insure them at his own expense, particularly against theft, fire and water damage, with the insured sum being sufficient to cover the as-new replacement value. In so doing, the customer shall, in order to secure all of Seebach GmbH’s claims arising from the business relationship with the customer, immediately assign his claims against the insurance company insuring the ordered goods to Seebach GmbH, which hereby accepts this assignment. If maintenance and inspection work has to be carried out, the buyer shall undertake these tasks at the correct times and at his own expense. For so long as ownership has not been transferred to the customer, the customer shall inform Seebach GmbH immediately in writing if the delivered item is subject to distraint or other interventions by third parties. If the third party is not able to release the item to Seebach GmbH and/or to reimburse Seebach GmbH the judicial and extrajudicial costs, especially the costs of third-party proceedings, the customer shall be liable for all damages suffered by Seebach GmbH and for all expenditures necessarily incurred by Seebach GmbH.
(3) The customer is entitled to resell of the reserved-title goods in regular business transactions. The customer shall, in order to secure all of Seebach GmbH’s claims arising from the business relationship with the customer, up to and including the agreed final invoice amount (including value-added tax), hereby assign all his claims arising from the resale of the reserved-title goods to Seebach GmbH, which hereby accepts this assignment. This assignment shall apply regardless of whether the purchased goods are resold without processing or after processing. The customer is authorised to collect the claim in the ordinary course of business even after the assignment. Seebach GmbH’s authority to collect the claim itself is unaffected by this. However, Seebach GmbH will not collect the claim for so long as: the customer meets his payment obligations from the sale proceeds, is not in default of payment, there is no application to open insolvency proceedings (particularly important), and the purchaser is not in breach of contract.
(4) The handling and processing or transformation of the purchased goods by the customer shall always be carried out in the name of and on behalf of Seebach GmbH, which is thereby – without proxy purchase by the manufacturing customer – the owner of the altered goods, but not is not under any obligation with regard to the handling and processing or transformation. In this case, the expectant right of the purchaser of the purchased goods to the altered goods is maintained. If the purchased item is processed with other goods that are not Seebach GmbH’s property, and which also are subject to retention of title by of a third party, Seebach GmbH acquires co-ownership of the new item in proportion to the objective value of its purchased item in relation to the other processed items at the time of the processing. The same shall apply in the case of combining and mixing. In order to secure all of Seebach GmbH’s claims arising from the business relationship with the purchaser, the purchaser hereby also assigns those claims to Seebach GmbH, which accrue to it through the combining, mixing, and processing of the reserved goods by third parties. Seebach GmbH hereby accepts this assignment.

§ 8 Reporting Defects, Liability for Defects, Period of Limitation and Recourse/ Manufacturer’s Redress
(1) The customer’s warranty rights presuppose that he has properly fulfilled his inspection and notification obligations, in accordance with Section 377 of the German Commercial Code [HGB]. Failing that, the assertion of liability claims is excluded.
(2) The condition of the item shall be assessed solely on the basis of the agreed customer drawing. The customer shall not receive any independent or dependent guarantees from Seebach GmbH.
(3) If, despite the greatest care being taken, the delivered item shows a defect, which already existed at the time the risk was transferred, Seebach GmbH shall, initially, have the right to rectify the defect or supply a defect-free item, at its discretion. The customer shall give Seebach GmbH the opportunity to make this repeat performance within a reasonable period of time. Actions for recourse shall remain unaffected and without restriction by the foregoing provision. If the repeat performance fails, the customer shall be entitled to withdraw from the supply contract or to reduce payment.
(4) Claims for defects shall not apply in the case of solely negligible deviations from the agreed condition (in this case, possible claims for damages are reserved for the customer, in accordance with §9 of these Sales Conditions), solely negligible impairment of usability, natural wear and tear, damage resulting from incorrect or negligent handling, excessive loading, unsuitable operating materials, defective construction work, unsuitable building ground, or particular external effects, which are not presumed under the contract. Claims for defects shall also not apply to repairs or modifications that have been incorrectly carried out by the customer or third parties or to the consequences resulting from such repairs or modifications.
(5) Customer claims regarding expenses necessarily incurred as part of the repeat performance, in particular costs of shipping, travel, labour, and materials, are excluded if the increased expenditure is due to the item delivered by Seebach GmbH being subsequently transported to a location other than the customer’s establishment; unless this transportation complies with the intended use.
(6) If Seebach GmbH’s goods are resold by the customer to a consumer as a buyer or to other companies as buyers, who in turn sell the goods on to a consumer, Seebach GmbH shall grant the customer a reasonable rebate as equivalent compensation for each valid claim against the customer by a consumer or buyer, which is notified to Seebach GmbH by the buyer as a warranty claim. In return for this, the customer shall waive his right of recourse against Seebach GmbH, under Sections 478 and 479 of the BGB.
(7) Customer claims for defects shall expire one year after the delivery of the item. This shall not apply: (1) if there is intentional or fraudulent concealment of the defect, and (2) if there is any deviation from any of the guarantees undertaken by Seebach GmbH in accordance with Section 443 of the BGB. The aforementioned one-year limitation period for damage claims due to defects shall also not apply if the damage is due to gross negligence, is a matter of personal injury, or if Seebach GmbH is subject to tort liability. The one-year limitation period for defect rights shall also not apply to defects that exist in a right in rem of a third party, due to which the restitution of the item may be demanded, or in another right that is registered in the German Land Registry [Grundbuch]: In these cases, the period of limitation is three years instead. The statutory provisions on limitation and cut-off periods under the German Product Liability Act [Produkthaftungsgesetz] shall remain unaffected.

§ 9 Liability, Force Majeure
(1) Seebach GmbH shall be liable for damages due to intent or gross negligence on its part, as well as for personal injury, in accordance with the legal provisions. In the case of slightly negligent breach of essential contractual obligations, which are indispensable for achieving the purpose of the contract and with whose strict compliance the customer must, therefore, by able to rely, Seebach GmbH’s liability shall, in accordance with the statutory provisions, be limited to such damage that was foreseeable by Seebach GmbH, in its form and extent, at the time the contract was concluded. Above and beyond the foregoing, claims by the customer for compensation for indirect or direct damage – on whatever legal grounds and including compensation claims for breach of pre-contractual obligations and tort – are excluded.
(2) A possible legal liability due to the absence of a condition guaranteed by Seebach GmbH or to the German Product Liability law is unaffected.
(3) The limitations of liability noted in §9 of these Sales Conditions shall also apply to any possible liability of our legal representatives, managers and executives, and vicarious agents with regard to the purchaser.
(4) Force majeure, labour disputes, involuntary disruptions in production, civil unrest, official measures, and other unavoidable events shall entitle Seebach GmbH to a reasonable extension of delivery periods. Should such events occur, Seebach GmbH shall have the right, notwithstanding its other rights, to withdraw partly or fully from the delivery agreement if these events are of significant duration and Seebach GmbH can no longer be expected to meet an unchanged delivery agreement.

§ 10 Confidentiality
(1) The customer agrees to do his utmost to ensure that he and his co-workers, consultants, customers, and other business partners treat with the utmost confidentiality all non-publicly available business and technical details that have become known, or will become known, to him or to them through their business relationship with Seebach GmbH and that he and they shall not divulge such knowledge to third parties by any means without the written consent of Seebach GmbH.
(2) Drawings, models, templates, samples, etc. shall not be divulged to unauthorised third parties without the prior written consent of Seebach GmbH. The reproduction of such items is only permitted as part of operational requirements and in accordance with copyright regulations. Seebach GmbH retains all rights, particularly copyrights, to these items.

§ 11 Set-Offs and Right of Retention, Prohibition of Assignment
(1) The customer shall only be entitled to a possible legal right of set-off with regard to claims that are undisputed, legally established, or are at the point of being legally established. The customer shall only have a possible legal right of retention or right to withhold performance, due, for example, to defects of the goods, with regard to such claims that are undisputed, legally established, or are at the point of being legally established, and which arise from the same contractual relationship with Seebach GmbH.
(2) The supplier shall not have the right to assign his claims against Seebach GmbH to a third party. Section 354a of the German Commercial Code [Handelsgesetzbuch] remains unaffected.

§ 12 Miscellaneous
(1) This supply contract and all legal relationships between the parties are subject to the substantive law of the Federal Republic of Germany. The application of the UN Sale of Goods Convention (CISG) is excluded.
(2) The place of jurisdiction for all disputes arising from and in connection with the supply contract is Kassel. Seebach GmbH is, however, entitled to sue the customer at the location of his registered place of business.
(3) All agreements made between the parties for the purpose of execution of this contract must be in writing. The same applies to any changes made to this clause requiring written form.
(4) If individual provisions in this contract are, or become, ineffective or contain a gap, the remaining provisions shall remain unaffected by this. The parties agree to replace an invalid provision, or to fill the gap, with a legally permissible provision, which comes as close as possible to the economic purpose of the invalid provision.

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