Terms of sale and payment

§ 1 Validity, Basis of Contract

These terms and conditions of sale and service apply to merchants.
In the relationship with consumers, these General Terms and Conditions of Delivery and Service shall apply with the following restrictions and also only insofar as they do not conflict with mandatory provisions of §§ 305 ff. BGB do not conflict with them.
Any terms and conditions of purchase of the customer deviating from STS’s terms and conditions shall be excluded; they shall bind STS, even if reference is made to such in the order, only in the event of their express written confirmation by STS. If the validity of the customer’s terms and conditions of purchase is agreed in individual cases, STS’s terms and conditions shall also apply insofar as they concern items not regulated therein.
Deliveries and services shall be made on the basis of STS’s offer and/or STS’s written order confirmation referring to this offer or confirming the customer’s order.
All agreements made upon conclusion and in the course of the contract require written confirmation by STS to be effective.
In the absence of an express declaration to the contrary, any offers made by STS are subject to change.
STS is entitled to use the help of third parties as vicarious agents to fulfill its obligations at any time.

§ 2 Dimensions and properties, samples and specimens

In the absence of any express indication to the contrary, all delivery and/or service specifications belonging to an offer of STS – descriptions of properties and quality as well as specifications of dimensions and weights – as well as any associated samples and specimens are only approximate and only authoritative within the scope of tolerances customary in the industry.
Our information on dimensions, properties and intended use of our products are only for their description and do not contain any agreements on quality, warranted properties or other guarantees.

§ 3 Prices and terms of payment

The agreed prices shall be subject to the applicable value added tax, in the case of deliveries otherwise ex STS distribution warehouse, plus packaging, but excluding cartage and storage charges, transport insurance and other shipping costs, unless expressly agreed otherwise; our goods shall only be insured against transport risks in the event of a separate agreement and only at the customer’s expense.
Payment and transfer costs shall be borne exclusively by the customer.
In the case of call orders and all orders that take longer than six months to process, STS reserves the right to subsequently charge a proportional surcharge to the agreed prices corresponding to the change in cost factors.
Bills of exchange and checks shall only be accepted by STS on the basis of a special agreement and only free of charges and on account of payment subject to discountability with value date on the day on which STS can dispose of their countervalue.
In the event of default of payment by the customer, STS shall charge interest in the amount of the interest rate of the respective own bank liabilities, however, at least in the amount of 9 percentage points above the base interest rate of the European Central Bank, subject to the assertion of further claims for damages; vis-à-vis consumers, the default interest rate shall be 5 percentage points above the base interest rate of the European Central Bank. The customer shall have the right to prove that STS has incurred no or only significantly lower damages due to the delay.
If the customer is in default of payment for a delivery in whole or in part, all claims of STS against the customer shall become due for payment immediately; delivery of further goods shall then only be made against advance payment or cash on delivery.
The customer’s rights of retention or rights to refuse performance against payment claims of STS, which are not based on intentional or grossly negligent breaches of contract by STS or its vicarious agents or assistants, are excluded insofar as the counterclaims on which they are based are not undisputed or have not been legally established. The exclusion shall not apply as long as STS, in the case of defective partial deliveries or services paid for by the customer, does not make advance payment with respect to further payment obligations of the customer with respect to replacement deliveries or services.
The customer shall only be entitled to offset against payment claims of STS with counterclaims recognized by STS or legally established.
If STS obtains information after conclusion of the contract that the customer might not be able to obtain credit for an amount corresponding to the order volume, STS shall be entitled to withhold the goods and, at its discretion, demand advance payment or prior provision of security; STS reserves the right to claim damages for non-performance.
If, on the basis of reliable information, a circumstance becomes known which excludes the unconditional creditworthiness of the customer, all claims against the customer still outstanding at the time of becoming known shall become due immediately; all deferral agreements or similar shall become ineffective in this case.

§ 4 Transfer of risk

In the case of deliveries, the risk shall pass to the customer when the goods are handed over to the carrier; this shall also apply in the case of exceptional freight-free delivery by STS. If the customer collects the goods from STS, the risk shall pass to the customer upon receipt of the notice of readiness for shipment by the customer.
The selection of the carrier, the means of transport and the transport route shall be made by STS with due diligence, unless the customer makes a determination in this respect in good time before the expiry of the delivery period. We shall choose the mode of shipment at our reasonable discretion without any obligation to choose the fastest or cheapest mode/way of shipment.

§ 5 Delivery Periods, Call Orders, Delay

Agreed delivery and performance periods shall commence upon receipt of STS’s order confirmation by the customer, but not before receipt of all documents to be provided by the customer, in particular delivery and/or performance specifications, and not before receipt of any agreed down payment.
Partial deliveries and/or services are permissible; they shall be invoiced separately in accordance with the scope of delivery.
Delays in deadlines due to circumstances for which STS is not responsible shall result in an appropriate extension of the delivery and performance deadlines; this shall also apply insofar as such delays are in addition to a delay that has already occurred on the part of STS. STS shall notify the customer of circumstances of the aforementioned kind without delay.
In the event of delays in delivery and performance for which STS is responsible, STS shall be granted a reasonable grace period by the customer. If STS has also failed to meet the shipping or delivery deadline after expiry of this grace period, STS shall be entitled to claim damages. If STS does not notify the customer of its readiness to perform, the customer shall be entitled to withdraw from the contract with regard to the part of the delivery or service not yet performed or, in the event that STS’s legal representatives or vicarious agents are guilty of intent or gross negligence with regard to the delay, to demand damages in lieu of performance with regard to this part; if the customer proves in the event of partial default that partial performance is of no interest to it, it shall be entitled to the aforementioned rights with regard to the entire contract.
Delays in delivery and performance for which the customer is responsible shall not affect agreed payment obligations and payment periods.
If the customer is in default of acceptance or culpably violates other obligations to cooperate, STS shall be entitled to demand the payment of the
to demand compensation for any damage incurred as a result, including any additional expenses. If the customer finally refuses to accept the goods for reasons for which STS is not responsible, our claim for damages shall amount to at least 15% of the
net contract price, without STS being obligated to prove the damage; the customer shall be at liberty to prove that STS has suffered no or only minor damage.
In the case of call orders, if the acceptance period is not sufficiently specified, it shall end at the end of the current calendar year. If the customer does not call off the call-off goods within the agreed period, STS shall be at liberty to deliver already completed deliveries without
further notice or to store them at the customer’s expense. In addition, STS shall be entitled to set the customer a grace period for acceptance and, in the event of fruitless expiry of the grace period, to withdraw from the contract in whole or in part and/or to claim damages.

§ 6 Retention of title to goods and tools

STS shall retain title to the delivered goods – including partial deliveries – until full payment for a total delivery has been received.
Any processing of the goods subject to retention of title by the customer, to which the customer is entitled in the course of its ordinary business operations, shall be carried out for STS without any obligations arising for STS; STS shall also retain title to these goods in accordance with clause 1. If the goods subject to retention of title are combined, mixed or blended with other items or if they are treated or processed, STS shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the new item; the customer shall keep the new item for STS with the due care of a prudent businessman.
Subject to revocation for reasons for which the customer is responsible, the customer shall be entitled to sell the goods owned or co-owned by STS against payment in the ordinary course of business. In this case, the customer already now assigns his purchase price claim against the purchaser with all security and ancillary rights to the purchaser until full payment of all claims of STS from existing business relations in the amount of the respective arrears; in the case of the sale of goods co-owned by STS, however, this condition only refers to the pro rata purchase price claim in the amount of the invoice value of the goods subject to retention of title. The
Agreement of a prohibition of assignment with regard to the purchase price claim against the purchaser is inadmissible.
The assignment pursuant to clause 3 shall be made by way of security with the proviso that the customer shall remain entitled to collect the purchase price claim against the purchaser insofar and as long as he duly meets his payment obligations towards STS or there is no deterioration in his financial circumstances, of which he must inform STS immediately if necessary. At the request of STS, the customer shall provide STS with all documents and information required to enforce the purchase price claim; after the occurrence of the circumstances described in sentence 1, STS shall be entitled to inform the purchaser of the assignment.
STS undertakes to release the securities to which it is entitled at the customer’s request insofar as the realizable value of these securities exceeds the claims to be secured by more than 10%; STS shall be responsible for selecting the securities to be released.
The customer is not entitled to pledge or transfer by way of security goods owned or co-owned by STS; in the event of seizure or attachment by third parties, the customer shall disclose the ownership situation to these third parties and inform STS immediately in order to protect its rights, handing over all documents essential for an intervention.
Tools, devices and molds etc. that STS manufactures or has manufactured in order to fulfill its obligations or on behalf of the customer shall remain the property of STS, even if the customer bears shares of the related manufacturing costs. The tools, devices and molds etc. shall be used exclusively for the customer’s orders.

§ 7 Rights of the customer in case of defects

To the exclusion of any further claims, the customer shall be entitled to demand subsequent performance in the form of rectification of defects or – at STS’s discretion – in the form of a replacement delivery or service due to wholly or partially defective deliveries or services to the extent of the defectiveness, however, replacement delivery only concurrently against return of the defective delivery item; the customer’s right to demand a reduction in price or compensation for damages or expenses or to withdraw from the contract in the event of final failure of subsequent performance under the other conditions regulated here shall remain unaffected.
STS shall be granted a reasonable period of time to carry out the rectification or replacement delivery or service; otherwise STS shall be released from its obligations of subsequent performance.
In the case of delivery of third-party products, STS shall also be entitled, at its own discretion, to make a replacement delivery in accordance with Section 1, 1. half-sentence, to assign to the customer claims for defects in this respect and any further claims to which he himself is entitled against the manufacturer or pre-supplier; STS shall support the customer in enforcing such claims. The provision of item 1, 2nd half-sentence, applies mutatis mutandis with reference to STS.
If the customer has installed the defective purchased item in another item or attached it to another item in accordance with its type and intended use, STS shall be obligated within the scope of subsequent performance to reimburse the customer for the necessary expenses for removing the defective purchased item and installing or attaching the repaired or delivered defect-free purchased item. This shall not apply if the customer is aware of the defect at the time of installation or attachment of the defective item. If a defect has remained unknown to the customer as a result of gross negligence, he may only claim compensation for the installation and removal costs as well as rights in general due to the defect of the purchased item if STS has fraudulently concealed the defect or has assumed a guarantee for the quality of the item.
Statutory obligations of the customer to inspect the goods and to give notice of defects pursuant to § 377 of the German Commercial Code (HGB) shall remain unaffected.
Claims for defects – with the exception of claims for damages due to defects, to which the following § 8 applies – shall become statute-barred after the expiry of one year from the time of the transfer of risk to the customer, unless STS has assumed a guarantee for the quality of the items to be delivered and has failed to meet this quality or has fraudulently concealed a defect. In relation to consumers, the limitation periods shall be governed by the statutory provisions.

§ 8 Liability, exclusion of liability, limitation of liability

The legal and contractual liability of STS and its vicarious agents for all damages, such as those due to culpa in contrahendo, defectiveness of the goods (including any consequential damages resulting therefrom), other breaches of duty or from tort, is excluded. However, this exclusion of liability shall not apply in cases of damage in which STS has assumed a guarantee for the quality of the contractual items to be delivered and the lack of this quality causes damage or in which STS has undertaken to assume the procurement risk causing the damage or has fraudulently concealed a defect or has breached a so-called cardinal obligation; cardinal obligations are obligations the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely.
This exclusion of liability shall furthermore not apply to
– liability for damages resulting from injury to life, body or health, which is based on an intentional or negligent breach of duty by STS or one of its legal representatives or vicarious agents, or
– liability for other damages resulting from an intentional or grossly negligent breach of duty by STS or one of its legal representatives or vicarious agents, or
– liability for delay, insofar as a fixed delivery date has been agreed, or
– the statutory mandatory strict liability, e.g. under the Product Liability Act.
The above provision shall also apply insofar as the customer demands compensation for useless expenses instead of a claim for damages in lieu of performance.
With the exception of liability for damage caused intentionally or the legally mandatory strict liability, e.g. under the Product Liability Act, the liability of STS – irrespective of the legal grounds – shall be limited or restricted in terms of type and scope to the damage foreseeable at the time of conclusion of the contract and typically arising in transactions of the present type; with regard to the breach of cardinal obligations (see above), however, this shall only apply in the event of slight negligence.
All claims for damages of the customer against STS and its vicarious agents that are not excluded according to the above and that are not based on intent or gross negligence shall become statute-barred after the expiry of a period of 2 years; the same shall apply accordingly if the customer demands compensation for useless expenses instead of a claim for damages in lieu of performance. Notwithstanding the foregoing, claims for damages for breach of the duty of subsequent performance based on a defect shall, however, become statute-barred in cases of ordinary negligence after the expiry of a period of 1 year. The limitation period for contractual claims for damages based on a defect begins with the transfer of risk, for all other claims after knowledge of the occurrence and cause of the damage. In contrast, in the case of claims for intentional causation of damage or in cases of mandatory strict liability under law, e.g. under the Product Liability Act, the limitation period shall be governed by the statutory provisions.
The limitation period in case of a delivery recourse according to §§ 445a, 445b BGB remains unaffected.
A reversal of the burden of proof is not associated with the above provisions of this § 8.

§ 9 Suspension of contractual obligations

Events and circumstances, the occurrence or prevention of which are beyond the control of the contracting parties (this shall include, in addition to natural events, acts of God, epidemics/pandemics, strikes and lockouts, all impediments to performance for which the contracting parties are not responsible, in particular transport, traffic and operational disruptions – including such and any impediments to performance on the part of the customer itself, suppliers and subcontractors -, as well as bottlenecks, shortages and
other delays in the procurement of raw materials or processing difficulties due to the properties of the materials to be provided by the customer), shall release the contracting parties from their contractual obligations to the extent and for the duration of their existence.
If events or circumstances of the kind described in clause 1 lead to a significant increase in the cost price or procurement costs of STS, the latter shall be entitled to demand an appropriate price increase from the customer, even in the case of a fixed price agreement, upon providing evidence of the increase. If the customer does not agree to such a price increase within a reasonable period of explanation to be set by STS, the customer is entitled to withdraw from the part of the contract not yet fulfilled.
If STS is finally unable to meet its delivery or service obligation within a reasonable period to be set by the customer due to events or circumstances described in section 1, the customer shall be entitled to withdraw from the unfulfilled part of the contract to the exclusion of any further claims. Under otherwise identical conditions, STS shall be entitled to such a right of withdrawal if its efforts to restore the readiness to deliver or perform, which it remains obliged to do, have been unsuccessful within 6 months of the occurrence of the impediment; in the event of non-delivery by suppliers, this shall only apply if STS has made all reasonable arrangements for a timely covering transaction and its supplier has not supplied it for reasons for which STS is not responsible.

§ 10 Premature termination of contract

If the contractual relationship is terminated for any reason before STS has completely fulfilled the order, its deliveries and/or services provided up to that point shall be remunerated as follows:
a) in the case of deliveries and/or services for which remuneration is made on a lump-sum basis, the full remuneration shall be paid if and insofar as STS has fully performed its deliveries and/or services; otherwise, the full remuneration shall be reduced on a percentage basis in accordance with the part not yet performed, which shall be estimated if necessary;
b) Deliveries and/or services to which separate remuneration amounts are allocated or which are remunerated on a time and material basis shall be invoiced in accordance with the stage of completion reached.
Any further claims of STS due to the premature termination of the contract shall remain unaffected.

§ 11 Change of circumstances

If the economic, technical or legal circumstances prevailing at the time of the conclusion of the contract change so significantly prior to the complete performance of the contract by STS that one of the contracting parties cannot reasonably be expected to adhere to the previous contract – in particular, for example, because performance and consideration are no longer in line with each other – STS shall be entitled to terminate the contract.
the ratio agreed as balanced – the contracting partner to whose disadvantage the change in the ratios has an effect can demand from the other partner a
demand reasonable adjustment of the contract.

§ 12 Place of Performance and Jurisdiction

The place of performance for deliveries, services and payments is the registered office of STS.
The place of jurisdiction is the registered office of STS, provided that the customer is a merchant, a legal entity under public law or a special fund under public law.

§ 13 Applicable law

German law shall apply to the exclusion of the UN Convention on Contracts for the
international sale of goods dated 11.04.1980.

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