General conditions of sale, delivery and payment
All deliveries and the related services are provided exclusively on the basis of these conditions of sale. General terms of business of the purchaser are excluded. These conditions of sale shall also apply to all future transactions. Deviations from these conditions of sale require the express written approval of SAICOS.
2. Offer and acceptance
Offers from SAICOS GmbH are subject to change. Contracts are made considered valid when SAICOS GmbH gives written confirmation.
3. Product Information
3.1. Samples or models are only non-binding templates. Certain properties are not guaranteed.
3.2. Deviations from product information are reserved if they are irrelevant, customary in the trade or unavoidable despite all care in the preparation or provision of the good or acceptable for the purchaser. This is especially true for data on percentages or mixing ratios, which are to be considered as average values.
4.1 Consultation on application is given to the best of our knowledge based on our research and experience. However, all data and information on the suitability and use of our products are non-binding and do not exempt the purchaser from carrying out their own examinations and tests.
4.2 If the purchase is a consumer, it must check immediately after delivery of the goods by SAICOS whether the goods are unobjectionable and suitable for the intended purpose by means of sample processing or in any other reasonable manner. If the purchaser detects an error or defect, the purchaser report this to SAICOS within a period of two weeks after delivery of the item, whereby the timely dispatch of the notification is sufficient. If the purchaser fails to report, then the goods shall be deemed approved, unless there is a defect that was not apparent in the investigation. If a defect becomes apparent later, the report must be made within a period of two weeks after discovery of the defect, whereby the timely dispatch of the notification is sufficient, otherwise the goods shall be deemed approved despite this defect.
4.3 The inspection and notification requirements of § 377 of the German Commercial Code (HGB) apply for contractors.
If the period between conclusion of the contract and the agreed delivery date is more than 4 months, SAICOS is entitled to charge the prices valid at the time of delivery. If the purchaser is a contractor, the following also applies: A change in the tax authorizes a price adjustment. SAICOS is authorized – if no fixed price agreement was reached – to increase prices to a reasonable degree if its suppliers have made price increases and unexpected increase of labour, material and transportation costs have occurred if more than 6 weeks lie between conclusion of the contract and delivery and the cost increases occurred after the conclusion of the contract.
6.1. When accepting orders, sufficient capacity of the purchaser is assumed.
6.2. If a significant deterioration in the financial position of the purchaser occurs after the conclusion of the contract which poses a threat to our purchase price claim, SAICOS is entitled to claim advance or security deposit for due and/or unmatured claims from the contracts not yet fulfilled by us, even if already payment has been made by bill of exchange. If the purchaser does not comply within the time limits laid down, we can withdraw from the contract. Other rights are not affected. Delivery obligations may be denied until payment or security has been given.
Invoices shall, unless otherwise agreed, be paid within fourteen days of the invoice date with 2% discount or within thirty days of the invoice date without discount. Payment shall be made in cash or by means of cashless payment transactions. Discounts will only be accepted if payment is made within the discount period and there are no overdue receivables. This discount cannot be made on freight costs and freight charges or specially designated incidental charges.
8. Delivery creation
Delivery will be made under the conditions of the trade clause laid down in the individual contract, for whose interpretation the version of INCOTERMS current at the time of the conclusion of the contract applies.
9. Transport damage
The purchaser must make complaints due to transport damage immediately to the shipping company and send a copy to SAICOS within the legal time frames.
10. Laws of the importing country
The purchaser is responsible for complying with all laws and regulations for the import, transport, storage and use of the goods in the country of delivery by SAICOS.
11.1 Notices of defects of the purchaser against SAICOS must be in writing and state the nature and extent of non-conformity. The buyer is obliged to store the goods properly, for which purpose no costs will be calculated.
11.2 The warranty obligation of SAICOS shall be governed by the statutory provisions with the proviso that the purchaser may initially require improvement only by replacement or removal of defects, whereby SAICOS may refuse the type of remedy chosen by the purchaser if this is only possible with disproportionate costs. If the improvement fails, if it is not done in a reasonable time or if it is unacceptable to one of the parties, the customer may cancel the contract or demand a reduction of the purchase price. Any existing claim for damages in lieu of performance remains unaffected in accordance with section 12 of these general terms and conditions.
11.3 Additional costs of defect removal which arise from the fact that the goods have been transported to a place other than the place of performance are to be borne by SAICOS for contractors only if the requirements of § 478 para 2 of the German Civil Code (BGB) exist.
11.4 The warranty period is not renewed or extended due to yielded warranties.
12.1. For claims under the Germany Product Liability Act (Produkthaftungsgesetz) or for damages from injury to life, body or health, SAICOS is liable according to legal regulations.
12.2 For a violation of essential contractual obligations by SAICOS, we are liable according to legal regulations. Provided SAICOS was neither intentionally nor grossly negligent, SAICOS only liable for the typical foreseeable damage. For all other violations of obligations, we are liable – subject to section 12.1 of these general terms and conditions- only if we, our legal representatives, or vicarious agents are guilty of intent or gross negligence; concerning contractors, we are liable for ordinary agents only in the event of intent. Liability is otherwise excluded. As far as the liability to SAICOS is limited, this also applies to the personal liability of its employees, workers, staff, representatives and vicarious agents.
13. Set-off, right of refusal
13.1 The purchaser may only offset undisputed or legally established claims.
13.2 The purchaser is only entitled to exercise a right of retention insofar as the counter-claim is based on the same contractual relationship. If the purchaser is a contractor, the plea of right of refusal must also be undisputed or legally binding.
14. Retention of title
14.1 If the customer is a consumer, SAICOS retains title to the goods delivered to it until full payment of the purchase price claim. The customer is entitled to dispose of the goods, in particular assignments or pledges, only with prior written consent of SAICOS. Access of third parties to the reserved goods must be reported immediately to SAICOS.
14.2 If the purchaser is a contractor, SAICOS retains title to the goods supplied by it until the customer has settled all claims arising from the business relation with SAICOS. In the event of connections with other goods, SAICOS acquires co-ownership of the new goods in the ratio of the invoice value of the reserved goods to other materials. In addition, the purchaser transfers its claim from the resale of the reserved goods in advance to SAICOS for reasons of safety. As long as the customer meets his obligations to SAICOS, it may dispose of the reserved goods in the ordinary course of business and collect the assigned claims. Collateral assignments, pledges and assignments of claims may only be carried out with the prior written consent of SAICOS. Access of third parties to the reserved goods must be reported immediately to SAICOS.
14.3 If the purchaser is a consumer, SAICOS may only demand reserved goods if it has withdrawn from the contract. If the purchaser is a contractor and is in default of payment for more than a week or if there are other justifiable doubts as to the realization of secured claims, the purchaser must, at the request of SAICOS, return the goods or report the assignment of claims to customers and return all required documents to SAICOS.
14.4 If the value of our claims exceed the securities by more than 10%, securities will be released on request of the purchaser SAICOS at its discretion.
15. Act of nature beyond control
All events and circumstances, the occurrence of which are beyond the control of SAICOS, such as natural disasters, war, strikes, commodity and energy shortages, traffic and business disruptions, fire and explosion, or acts of government, release SAICOS from its contractual obligations for the duration of the disturbance and the extent of its impact. This also applies if the events and circumstances make the transaction in question uneconomical for the purchaser for a long period or occurs with SAICOS suppliers. Should such events last longer than 3 months, SAICOS is entitled to withdraw from the contract.
16. Place of payment
Place of performance for delivery and payment is the registered office of SAICOS.
17. Receipt of declarations
Notices and other statements which are to be issued to a party become effective when it reaches this party. If a deadline must be observed, the declaration must be received by the deadline, unless otherwise stated in these general terms and conditions or by mandatory law, for example, about the exercise of the right of cancellation or the right of return in consumer contracts.
18. Place of jurisdiction
If the customer is a contractor, place of jurisdiction is the registered office of SAICOS or – if desired by SAICOS – the place of general jurisdiction of the purchaser.
19. Applicable law
The contractual relationship is governed exclusively by German law to the exclusion of international law, in particular the UN Convention on the International Sale of Goods (CISG).
20. Contract language
The contract language is German. If the contract or the general terms and conditions are translated into another language, this is done only for the better understanding of the purchaser. Only the German version of the contract is applicable regarding content and interpretation.
SAICOS Colour GmbH