SDG MODULTECHNIK GMBH

GENERAL TERMS AND CONDITIONS

  1. Scope of application
    SDG Modultechnik GmbH, Bielefeld (hereinafter referred to as “SDG”) trades in modular interchangeable systems for commercial vehicles. SDG’s services comprise the sale and delivery of the interchangeable systems, installation by third parties, the supply of spare parts and trading in interchangeable trailers. All deliveries and services of SDG are made exclusively on the basis of these General Terms and Conditions (GTC). Deviating provisions, in particular terms and conditions of contractual partners, shall only apply if they have been expressly confirmed by SDG in writing prior to conclusion of the contract. This also applies if SDG has not objected to a contractual partner’s general terms and conditions in an individual case. These GTC apply both to the present transaction and to all future transactions.
  2. Offers
    • 2.1 Offers made by SDG are non-binding.
    • 2.2 Verbal declarations require written confirmation to be effective.
  3. Confidentiality
    • 3.1 SDG reserves all ownership and copyright rights to illustrations, drawings, calculations and other documents and data, regardless of the data medium; they may not be made accessible to third parties. Any disclosure to third parties requires the prior, express written consent of SDG.
    • 3.2 SDG is entitled to store, use and process the customer’s data for the purpose of handling the business relationship in compliance with the provisions of the German Federal Data Protection Act.
  4. Delivery periods / default
    • 4.1 Delivery periods and dates are non-binding unless otherwise agreed in writing. SDG is entitled to make partial deliveries.
    • 4.2 Claims for damages by the contractual partner due to default are excluded unless SDG, its representatives or vicarious agents are guilty of intent or gross negligence. In any case, claims for damages are limited to the amount of the damage typical for the contract.
    • 4.3 If, after SDG is already in default, the customer sets a reasonable grace period – at least 14 days – with a threat of refusal, the customer is entitled to withdraw from the contract after this grace period has expired without result.
  5. Force majeure and impossibility
    • 5.1 Force majeure as well as subsequent inability through no fault of SDG or its suppliers, in particular traffic and operational disruptions, energy shortages, strikes or lockouts, entitle SDG to postpone deliveries for the duration of the disruption and the extent of its effect. However, if the events last longer than 6 weeks or if the performance to be rendered by SDG becomes impossible as a result of the event, both the customer and SDG are entitled to withdraw from the contract.
    • 5.2 The obligation to perform is also excluded if performance has become impossible for reasons not attributable to SDG.
  6. Prices
    • 6.1 Deliveries are invoiced at SDG’s prices valid on the day of delivery. The prices quoted are “ex works” including packaging. Costs for shipping and/or customs plus VAT at the applicable rate as well as packaging costs, in particular pallets, are invoiced separately.
    • 6.2 SDG reserves the right to increase prices appropriately if cost increases occur after conclusion of the contract, in particular due to wage cost increases or changes in material prices. These will be evidenced to the customer upon request.
  7. Shipping
    • 7.1 Goods are shipped – including partial deliveries – at the customer’s expense and risk, unless expressly agreed otherwise. This also applies if SDG bears the freight
    • costs in individual cases. The risk passes to the customer upon handover of the goods to the carrier/forwarder. Even for goods that are exceptionally delivered at SDG’s expense, the transfer of risk from SDG to the customer takes place at the time of handover to the carrier.
    • 7.2 Transport is carried out by a forwarder/carrier of SDG’s choice, without any obligation to select the cheapest shipping method, unless expressly agreed otherwise. By selecting the forwarder/carrier, SDG expressly assumes no risk for the transport.
    • 7.3 When exporting the purchased goods, the customer is obliged to obtain all documents required for export (e.g. export and customs permits, etc.) at his own expense. SDG is therefore not liable for the legal permissibility of the export of the goods or their compliance with the legal and technical regulations of the importing country. Furthermore, SDG is not liable for the goods complying with the state of the art in the importing country.
  8. Installation of the goods
    The installation of the delivered goods is carried out either by the customer himself or by a third party commissioned by SDG.
  9. Liability for material defects
    • 9.1 Unless otherwise agreed in these terms and conditions or in individual cases, liability for material defects is governed by the statutory provisions.
    • 9.2 The customer must notify SDG immediately in writing of defects in the material quality as soon as they are discovered in the course of proper business operations.
    • 9.3 SDG accepts no liability whatsoever for defects arising from any improper installation by a third party commissioned by SDG, unless the law mandatorily provides otherwise. Any claims for defects due to improper installation must be addressed directly to the third party. In the case of installation by a third party commissioned by SDG, SDG is only liable with regard to the selection of an appropriate specialist installation company. However, the specialist installation company is obliged by SDG to comply with the relevant technical regulations.
    • 9.4 Unless expressly provided otherwise by law, claims by the customer for material defects in new products become time-barred within one year from delivery of the purchased item; for used parts, warranty is excluded.
    • 9.5 In the event of a justified and timely complaint, SDG shall remedy the defects, at its discretion, generally by free replacement delivery or repair (subsequent performance). If subsequent performance is impossible, fails or does not take place within a reasonable period set by the customer, the customer may demand a reduction of the remuneration or rescission of the contract. This also applies if SDG refuses subsequent performance due to disproportionately high costs. To determine the disproportionality of the costs of subsequent performance, particular consideration shall be given to the ratio between the value of the purchased item in a defect-free condition and the costs incurred for subsequent performance.
    • 9.6 Claims for damages due to defects in the delivered goods are only available to the customer in accordance with Clause 10 of these terms and conditions.
    • 9.7 Claims for material defects do not arise if the defect is attributable to a breach of operating, maintenance or installation instructions, unsuitable or improper use, faulty or negligent handling, natural wear and tear, or improper interventions in the purchased item carried out by the customer or third parties. This also applies in cases where installation is carried out by a third party commissioned by SDG (see above).
    • 9.8 Information in catalogues, specifications and other product descriptions is only to be understood as guarantees of quality or durability if it is expressly designated as such in writing in detail.
  10. Liability
    • 10.1 If SDG has caused damage through slight negligence, a claim for damages against SDG based on the statutory provisions exists only in the event of a breach of essential contractual obligations. This claim for damages is limited to damage typical for the contract. This limitation does not apply to injury to life, body or health.
    • 10.2 Irrespective of this, any liability of SDG in the event of fraudulent concealment of the defect, from the assumption of a guarantee or a procurement risk, and under the German Product Liability Act remains unchanged.
    • 10.3 In all other respects, liability of SDG and the legal representatives, vicarious agents and employees of SDG is excluded, unless the law mandatorily provides otherwise.
    • 10.4 Liability for delay in delivery is conclusively regulated in Clause 4.
  11. Payments and creditworthiness
    • 11.1 Payment of the purchase price must be made exclusively to SDG’s account. Deduction of a cash discount is only permissible with a special written agreement.
    • 11.2 Unless otherwise agreed, the purchase price is payable within 10 days of delivery. Default interest between merchants is charged at 8% above the applicable base interest rate per annum. The right to claim higher damages for default is reserved.
    • 11.3 All of SDG’s claims become due immediately if the customer fails to comply with the payment terms for reasons for which he is responsible or suspends his payments.
    • 11.4 Furthermore, SDG is entitled to demand advance payments for outstanding deliveries and, after a reminder and a reasonable grace period, to withdraw from the contract or to claim damages for non-performance. In addition, after a reminder and the setting of a reasonable grace period, the customer may be prohibited from reselling the goods and the delivered goods may be retrieved at the customer’s expense.
    • 11.5 The withholding of payments or offsetting against counterclaims of the customer is excluded unless these have been expressly acknowledged by SDG in writing or established by final court decision.
  12. Retention of title
    SDG retains ownership of the delivered item until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if SDG does not always expressly invoke this. SDG is entitled to demand the return of the purchased item if the customer acts in breach of contract. If the goods are installed by the customer with other objects or combined into a single item, and if the other item is to be regarded as the main item, the customer hereby already transfers proportional co-ownership to SDG insofar as the main item belongs to him. If the customer resells the delivered goods as intended, he hereby already assigns to SDG the claims arising from the resale against his customers, together with all ancillary rights, until full settlement of all of SDG’s claims. SDG hereby expressly accepts the assignment. In the event of justified cause (e.g. default in payment), the customer is obliged, at SDG’s request, to disclose the assignment to the third-party purchasers and to provide SDG with all information and documents required to assert its rights. SDG undertakes to release the securities to which it is entitled at the customer’s request insofar as their value exceeds the claims to be secured by more than 20%.
  13. General provisions
    • 13.1 If a contractual partner suspends its payments or if insolvency proceedings are applied for over its assets or judicial or extrajudicial composition proceedings are applied for, the other contractual partner is entitled to withdraw from the contract for the unfulfilled part.
    • 13.2 Should individual provisions of this contract be or become invalid or contain a gap, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills this gap.
    • 13.3 This contract and the entire legal relations of the parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
    • 13.4 The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is SDG’s registered office in Bielefeld, unless otherwise stated in the order confirmation. SDG is entitled to bring an action before another competent court.

Bielefeld, August 2020
SDG Modultechnik GmbH