Terms & Conditions
General Terms and Conditions of Sale and Delivery of SBLC Sustainable Consumer Goods GmbH, Josef Wechselberger Weg 16, 82140 Olching, Germany
I. General, Scope
(1) These General Terms and Conditions of Sale and Delivery (hereinafter “GTCSD”) apply to all our business relationships with our customers in which we are the seller or supplier. The GTCSD only apply if, upon conclusion of the contract, the Customer becomes engaged in commercial or self-employed professional activities (so-called entrepreneurs) or is a legal person under public law or a special fund under public law.
(2) Unless otherwise agreed, the GTCSD in the version valid at the time of the Customer’s order or, in any case, in the last written version provided to it, shall also apply as a framework agreement for future transactions with the same Customer without our having to refer to them again in each individual case.
(3) Our GTCSD shall apply exclusively. Any conditions of the Customer which are conflicting or contradictory or not contained in our GTCSD shall only become part of the contract insofar as we have expressly agreed to their validity. This consent requirement shall apply without exception, for example, even if we accept the Customer’s deliveries without reservation in knowledge of the Customer’s GTCSD.
(4) Individual agreements concluded with the Customer in individual cases (including ancillary agreements, supplements and amendments) shall take precedence over these GTCSD in all cases. Subject to proof to the contrary, a written contract or our written confirmation shall prevail over the content of any such agreements.
(5) Legally relevant declarations and notifications relating to the contract (e.g. deadlines, reminders, withdrawal or reduction) shall be provided by the Customer in writing, i.e. in written or in text form (e.g. letter, email). Formal statutory requirements and additional evidence, in particular if there is any doubt about the legitimacy of the declarant, shall remain unaffected.
(6) References to the applicability of statutory provisions shall be for clarification purposes only. Therefore, even without such clarification, the statutory provisions shall apply unless they are directly amended or expressly excluded in these GTCSD.
II. Offer documents, scope of delivery
(1) Our offers are subject to change without notice and with no obligation. This also applies if we provide the Customer with drawings, product designations, catalogues, advertising material, samples, cost estimates and other documents – including electronic documents – in which we reserve all proprietary rights, copyrights and industrial property rights (including the right to register these rights).
(2) The Customer’s order of the goods is considered a binding offer. Unless otherwise stated in the order, we shall be entitled to accept this contract offer within 14 days of receipt. Acceptance can be declared either in writing or in text form (e.g. by order confirmation) or by delivery of the goods to the Customer.
(3) The scope of the delivery shall be determined based on our order confirmation, in writing or in text form. In the event of an offer on our part designated as binding and its acceptance in good time, the offer shall prevail.
III. Delivery, place of performance, passing of risk
(1) Delivery shall be made EXW Incoterms 2020 in Munich, Germany, which is also the place of performance.
(2) At the request and expense of the Customer, the goods shall be dispatched to another destination (sale by delivery to a destination requested by the buyer other than the place of performance). Unless otherwise agreed, we shall be entitled to determine the type of shipping (specifically, transport companies, shipping route, packaging) within a reasonable scope for the Customer.
(3) The risk of accidental loss and accidental deterioration of the goods shall be pass to the Customer at the latest when they are handed over. However, for a sale by delivery to a destination requested by the buyer other than the place of performance, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass as soon as the goods are delivered to the forwarder, the carrier or any other person or institution designated to carry out the shipping.
(4) Insofar as an acceptance has been agreed, it shall be the basis for determining the passing of risk. The handover or acceptance shall be the same if the Customer is in default of acceptance.
(5) If the Customer is in default of acceptance, fails to act cooperatively, or if our delivery is delayed for other reasons for which the Customer is responsible, we shall be entitled to demand compensation for the resulting damages, including additional expenses (e.g. storage costs).
IV. Delivery period and delay in delivery
(1) The delivery period shall be individually agreed or specified by us once the order has been accepted. Otherwise, the delivery period shall be approximately 12 weeks from the conclusion of the contract.
(2) If we are unable to meet binding delivery deadlines for reasons beyond our control (non-availability of the service), we will inform the Customer of this circumstance immediately and at the same time indicate an anticipated new delivery period to the Customer. If the service is not available even within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we will immediately refund any consideration already provided by the Customer. In particular, the service shall be deemed to be non-available in the event of late delivery by our supplier if we have concluded a congruent hedging transaction and neither our supplier nor we are at fault or we are not required to procure performance in individual cases.
(3) The commencement of our delay in delivery shall be determined by the statutory provisions. In all cases, however, a reminder shall be required by the Customer. If we are in default of delivery, the Customer can demand lump sum compensation for any damages caused by the delay. For each completed calendar week of delay, the compensation for damages shall amount to 0.25% of the net price (delivery value), but in total no more than 5% of the delivery value of the goods delivered with a delay. We reserve the right to prove that no damage at all or only damage at a significantly lower value than the above lump sum has been incurred to the Customer.
(4) The Customer’s rights according to VIII of these GTCSD and our statutory rights, in particular under exclusion of the duty to perform (e.g. impossibility or non-feasibility of performance and/or subsequent performance), remain unaffected.
V. Prices and terms of payment
(1) The prices stated in the offer and/or order confirmation are valid as of EXW Incoterms 2020 Munich, Germany, excluding freight, packaging and insurance plus VAT in the respective statutory amount.
(2) The purchase price is due and payable without deductions within 14 days of invoicing and delivery or acceptance of the goods. However, we are also entitled at any time within the framework of an ongoing business relationship to carry out a delivery in whole or in part only against payment in advance. We shall declare a reservation to this end at the latest when confirming the order.
(3) The Customer shall be in default once the above payment period has expired. During the delay, interest shall be calculated on the purchase price at the applicable statutory interest rate. We reserve the right to claim further damages caused by the default. Our right to claim commercial default interest with respect to merchants (Section 353 of the German Commercial Code – HGB) remains unaffected.
(4) The Customer is entitled to set-off or retention rights only with undisputed or legally established claims and with counterclaims based on the same legal relationship. In the event of defects in the delivery, section VII paragraph 6 remains unaffected.
VI. Retention of title
(1) We reserve our title of the goods sold (reserved goods) until all of our current and future claims from the sales contract and an ongoing business relationship (secured claims) are paid in full.
(2) The reserved goods may neither be pledged to third parties nor transferred for security until the secured claims are paid in full. The Customer must notify us immediately in writing or in text form if an application for the opening of insolvency proceedings is filed or if third parties have accessed the reserved goods.
(3) In the event of a breach of contract by the Customer, in particular in the event of non-payment of the due purchase price, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the goods on the basis of retention of title and withdrawal.
(4) The Customer is authorised to resell and/or process the goods subject to retention of title in the normal course of business. In this case, the following provisions shall apply in addition.
(a) The processing or transformation of the reserved goods by the Customer shall be carried out for us as the manufacturer. If the goods subject to retention of title are processed, inseparably combined or mixed with other goods not belonging to us, we shall acquire joint ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount including sales tax) to the other processed, combined or mixed items at the time of processing, combination or mixing. If the goods subject to retention of title are processed, combined or mixed in such a way that the Customer’s goods are to be considered as the main item, the Customer and we hereby agree that the Customer transfers joint ownership of this item to us on a pro rata basis. We shall accept this transfer.
(b) The Customer hereby assigns to us by way of security all claims arising from the resale of the goods subject to retention of title or the product as well as those claims of the Customer with regard to the goods subject to retention of title which arise from any other legal reason against its customers or third parties (in particular claims arising from tort and claims from insurance benefits) or – if we are only entitled to a joint ownership share in the goods – in the amount of our possible joint ownership share in accordance with the above paragraph. We shall accept the assignment. The obligations of the Customer referred to in paragraph 2 shall also apply in view of the assigned claims.
© The Customer shall remain authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the Customer meets its payment obligations towards us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and its ability to pay is not otherwise impaired. If this is the case, however, we may require the Customer to inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment.
(5) If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choosing at the Customer’s request.
(6) In the absence of a retention of title according to the preceding regulations at the place of destination of the delivery, the purchaser shall provide us with another functionally equivalent means of security (e.g. letter of credit or bank guarantee).
VII. Claims for defects of the Customer
(1) The statutory provisions shall apply to the rights of the Customer in the event of defects in quality and title, unless otherwise specified in the following. In all cases, the special statutory regulations remain unaffected when the goods are delivered to a consumer (supplier recourse).
(2) The basis of our liability for defects is above all the agreement reached on the condition of the goods. The product descriptions (including those of the manufacturer), which were provided to the Customer before its order or were included in the contract in the same way as these GTCSD, are considered as an agreement on the condition of the goods.
(3) Insofar as the condition has not been agreed, an assessment shall be made according to the legal regulations as to whether a defect exists or not. However, we do not assume any liability for public statements made by the manufacturer or other third parties (e.g. advertising messages), which the Customer has not indicated to us as having influenced its purchase.
(4) The assertion of claims for defects presupposes that the Customer has complied with its statutory duties to inspect and give notice of defects. The goods must be inspected immediately by the Customer. If a defect becomes apparent during the inspection or later, we shall immediately be informed of this in writing, otherwise the goods shall be deemed to have been approved. Compliance with the deadline shall be achieved if the notice is sent on time.
(5) If the delivered item is defective, the Customer may first request a repair of the defect (rectification) or delivery of a defect-free item (replacement) at our discretion. If the subsequent performance has failed or a reasonable time period to be set by the Customer for subsequent performance has expired without success or is dispensable according to the statutory regulations, the Customer may withdraw from the sales contract or reduce the purchase price. However, in the event of a minor defect, there is no right of withdrawal.
(6) We are entitled to make the subsequent performance owed conditional on the payment of the purchase price due by the Customer. However, the Customer is entitled to retain a reasonable part of the purchase price in proportion to the defect.
(7) The Customer must give us the time and opportunity necessary for the subsequent performance owed, in particular, in order to submit the goods in question for testing. If a replacement delivery is made, the Customer must return the defective item to us in accordance with the legal regulations. The subsequent performance does not include the removal of the defective item or re-installation if we were not originally required to install it.
(8) We shall bear or reimburse the expenses required for the testing and subsequent performance, in particular for transport, travel, labour and material costs and, if applicable, installation and removal costs in accordance with the statutory provisions, if a defect is actually found to exist. Otherwise, we may demand from the Customer the costs incurred as a result of the unauthorised request for the repair of defects (specifically, testing and transport costs), unless the lack of defectiveness was not recognisable to the Customer.
(9) Claims asserted by the Customer for damages or reimbursement of futile expenses shall only exist in accordance with section VII. and are otherwise excluded.
VIII. Other liability
(1) Unless otherwise specified in these GTCSD, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
(2) We shall be liable for damages – regardless of the legal basis – in case of intent and gross negligence. In cases of simple negligence, we shall only be liable subject to statutory limitations of liability (e.g. due diligence in our own affairs; insignificant breach of duty) (a) for damages resulting from injury to life, body or health, (b) for damages resulting from the breach of a cardinal obligation (a contractual obligation which must be fulfilled in order to enable the proper execution of the contract and on whose compliance the contractual partner may regularly rely); in this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damages.
(3) The limitations of liability arising from paragraph 2 shall not apply if we have fraudulently concealed a defect or assumed a guarantee for the condition of the goods. Nor shall the limitations of liability arising from paragraph 2 apply to claims from statutory strict liability, in particular according to the Product Liability Act.
(4) Liability is excluded in all other respects.
(5) Insofar as our liability is excluded or limited on the basis of the above provision, this shall also apply to our staff, workers, employees, representatives and vicarious agents.
IX. Limitation period
(1) In the event of damages resulting from injury to life, body or health, which are due to a negligent breach of duty on our part or a deliberate or negligent breach of duty on the part of one of our legal representatives or vicarious agents, in the event of other damages, which are due to a deliberate or grossly negligent breach of duty on our part or a deliberate or grossly negligent breach of duty on the part of one of our legal representatives or vicarious agents, and in the case of damages due to a deliberate or negligent breach of cardinal obligations from the respective contract or one of our legal representatives or vicarious agents, the statutory limitation period shall apply. The same applies in the case of statutory strict liability, in particular under the Product Liability Act, and in the case of warranty liability.
(2) In all other cases, the limitation period is one year from delivery.
(1) The contracting parties shall treat as confidential any information or information materials which they receive, orally, in writing or in any other way, directly or indirectly, designated as confidential, or which an objective third party would regard as confidential due to their apparently sensitive nature.
(2) The obligation to maintain confidentiality shall cease or shall not apply to such information, in respect of which the receiving party can prove that
- The information was already generally known when it was transmitted,
- The information was obtained by means other than that of the disclosing contracting party and no one has violated any duty of confidentiality,
- The disclosing contracting party has waived the duty of confidentiality in writing,
- It acquired the information independently without the use of confidential information,
- It is required to disclose the information by order of an authority or a court or due to mandatory legal requirements.
(3) The contracting parties shall accordingly require their employees and vicarious agents to maintain confidentiality.
XI. Choice of law and place of jurisdiction
(1) The law of the Federal Republic of Germany shall apply to these GTCSD and all legal relationships between us and the Customer, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in Munich, Germany. However, we are also entitled to bring legal action at the general place of jurisdiction of the Customer.
(3) These GTCSD shall be interpreted according to German law. They are written in German and English. Should there be any deviations between the German and English versions, the German version shall prevail.
Last updated: January 2023