All deliveries and services shall continue to be governed exclusively by these General Terms and Conditions, even if the Seller does not expressly refer to them in an individual case. Their application may be excluded in whole or in part only by an express written agreement relating to the individual business transaction. General terms and conditions, in particular the Purchaser’s purchasing conditions, shall not apply to the Seller’s deliveries and services in addition to these General Terms and Conditions.

They shall not be binding upon the Seller even if the Seller does not expressly object to them in an individual case; the Seller hereby expressly objects to them. These General Terms and Conditions of the Seller shall be deemed accepted no later than upon receipt of the goods or services.

These General Terms and Conditions apply exclusively to companies within the meaning of §§ 14, 310 (1) of the German Civil Code (BGB), as well as to legal entities under public law and special funds under public law.

The German version of our General Terms and Conditions shall be exclusively authoritative for their interpretation and application. Translations into other languages are provided solely for information purposes and to facilitate understanding. In the event of any discrepancies, contradictions or differences in interpretation, the German version shall prevail.

1.1 A contract shall be concluded upon the Seller’s written order confirmation. The requirement of written form for the order confirmation shall also be satisfied by text form transmitted by means of remote data transmission (e.g. e-mail) or fax.

1.2 Where customary commercial clauses are agreed, the rules of interpretation of the Incoterms in their latest applicable version shall apply unless otherwise stipulated below.

1.3 Documents such as drawings, dimensions and performance data shall be regarded as approximate only unless they are expressly designated as binding.

1.4 The Seller retains ownership rights and copyrights in files, samples, sketches, cost estimates, drawings and similar information of a tangible or intangible nature, including information in electronic form. Such information may neither be reproduced nor made accessible to third parties in any form without the Seller’s consent. Documents designated as confidential by the Purchaser shall be made accessible by the Seller to third parties only with the Purchaser’s consent.

2.1 Prices are generally stated in euros and, unless otherwise agreed, apply ex works at the Seller’s premises, including loading at the works but excluding packaging and unloading. Statutory value-added tax at the applicable rate shall be added to the prices.

2.2 Unless otherwise stated in the order confirmation, payments shall be due net, without deduction, within 14 days from the invoice date. The statutory provisions governing late payment shall apply.

2.3 Surcharges and subsequent adjustments to the agreed remuneration are permissible where circumstances such as increases in material costs, wages or energy costs, increases in public charges or similar factors compel the Seller to make such adjustments and the delivery or service is scheduled to take place more than four months after conclusion of the contract. In the event of other price increases, the Purchaser shall have a right of withdrawal if the list price has increased significantly more than the general cost of living. Deliveries under follow-up orders made after the date of a price change shall be charged at the new prices, without the Purchaser being entitled to withdraw from the contract.

2.4 The Purchaser shall be entitled to rights of set-off only where its counterclaims have been finally adjudicated, are undisputed or have been acknowledged by the Seller. The Purchaser may exercise a right of retention only insofar as its counterclaim arises from the same contractual relationship.

3.1 The delivery time shall be agreed between the parties. Its commencement and compliance by the Seller are conditional upon all commercial and technical matters having been clarified and agreed upon and upon the Purchaser having fulfilled all obligations incumbent upon it, such as providing the necessary official certificates or approvals or making an advance payment. If these conditions are not met, the delivery period shall be extended accordingly. Compliance with the delivery period is always subject to the Seller receiving correct and timely supplies from its own suppliers. The foregoing shall not apply where the Seller is responsible for the delay.

3.2 The delivery period shall be deemed complied with if, before its expiry, the delivery item has left the Seller’s works or the Seller has notified the Purchaser that it is ready for dispatch. Where contractual acceptance is required, the contractually agreed acceptance date or the notification of readiness for acceptance shall be decisive, except in the case of a justified refusal of acceptance.

3.3 If dispatch or acceptance of the delivery item is delayed for reasons attributable to the Purchaser, or if the Purchaser culpably breaches other duties to cooperate, the Seller shall be entitled to claim compensation from the Purchaser for the resulting loss, including any additional expenses. Without prejudice to further claims, after the unsuccessful expiry of a reasonable additional period set by the Seller, the Seller may otherwise dispose of the delivery item, in particular by storing it at the Purchaser’s risk and expense and/or supplying the Purchaser within a reasonably extended period.

3.4 If failure to comply with the delivery period is due to force majeure, including by way of example but not limited to natural disasters, epidemics, war, civil war, revolution, terrorism, sabotage, nuclear reactor accidents, industrial disputes or other events beyond the Seller’s control, the Seller shall be released from its performance obligations for the duration of the event and the delivery period shall be extended accordingly. The Seller shall notify the Purchaser as soon as possible of the commencement and end of such circumstances. If the event lasts for more than six months, the Seller shall also be entitled to terminate the contract without compensation.

3.5 If, taking into account the statutory exceptions, the Purchaser grants the Seller in default a reasonable period for performance and that period is not complied with for reasons attributable to the Seller, the Purchaser shall be entitled to withdraw from the contract in accordance with the statutory provisions. Any further claims arising from delay in delivery shall be governed exclusively by § 7 of these Conditions.

4.1 Risk shall pass to the Purchaser upon commencement of loading of the parts to be delivered at the Seller’s works, even where partial deliveries are made and/or the Seller has assumed services such as shipping costs, delivery to the destination or installation.

4.2 Where acceptance has been agreed, it must be carried out without delay on the agreed date and, in any event, following the Seller’s notification of readiness for acceptance. The Purchaser may not refuse acceptance because of a non-material defect provided that the Seller expressly acknowledges its obligation to remedy the defect.

4.3 If dispatch or acceptance is delayed or does not take place as a result of circumstances not attributable to the Seller, the risk of accidental loss or accidental deterioration of the delivery item shall pass to the Purchaser from the date on which readiness for dispatch or acceptance is notified. The Seller undertakes, at the Purchaser’s expense, to take out any insurance requested by the Purchaser, such as transport insurance.

4.4 Partial deliveries are permissible insofar as they are reasonable for the Purchaser.

4.5 Transport packaging and other packaging within the meaning of the Packaging Ordinance shall not be taken back unless otherwise agreed. The Purchaser shall arrange for disposal of the packaging at its own expense.

5.1 The Seller retains title to the delivery item until all claims have been satisfied, including in particular any balance claims to which the Seller is entitled in connection with its business relationship with the Purchaser (current-account reservation).

5.2 The Purchaser is obliged to handle the delivery item supplied subject to retention of title (“reserved goods”) with due care. In particular, the Purchaser shall, at its own expense, adequately insure the reserved goods at replacement value against theft, breakage, fire, water damage and other risks and maintain such insurance throughout the period during which the retention of title remains in force. The Seller shall be entitled to take out such insurance itself at the Purchaser’s expense unless the Purchaser can prove that it has obtained the required insurance. Upon the Seller’s request, the Purchaser shall provide written evidence thereof at any time.

5.3 If the reserved goods are combined with other items in such a manner that they become an essential component of another item, the Seller shall acquire co-ownership of that other item. If a new item is produced by combining or processing the reserved goods, the Seller shall in each case acquire a corresponding co-ownership share.

5.4 The Purchaser is entitled to resell the reserved goods in the ordinary course of business. In the event of resale of the reserved goods supplied or manufactured in accordance with § 5.3, the Purchaser hereby assigns in advance to the Seller, until the Seller’s claims have been fully satisfied, the corresponding claims against its customers arising from the resale (final invoice amount including value-added tax), or a corresponding portion thereof, together with all ancillary rights.

5.5 The Purchaser shall remain authorised to collect the claim assigned pursuant to § 5.4; the Seller’s authority to collect the claim itself shall remain unaffected. The Seller shall not collect the claim as long as the Purchaser fulfils its payment obligations towards the Seller from the amounts collected, does not fall into payment default and no application for the opening of insolvency proceedings has been filed and payments have not been suspended. If any of the foregoing circumstances occurs, the Seller shall be entitled to require the Purchaser to disclose the claims assigned to the Seller as security and to provide all information necessary for their collection.

5.6 In the event of conduct by the Purchaser contrary to the contract, in particular default in payment, the Seller shall, after issuing a reminder, be entitled to take back the delivery items. Such repossession, as well as seizure of the delivery items by the Seller, shall not constitute withdrawal from the contract by the Seller.

5.7 The filing of an application to open insolvency proceedings shall entitle the Seller to make deliveries and perform services only after full payment has been made or only concurrently against payment.

Subject to the provisions of § 7 and to the exclusion of further claims, the Seller shall be liable for material defects and defects in title relating to the delivery as follows:

6.1 Material Defects

6.1.1 Information provided by the Seller concerning the characteristics of the delivery item corresponds to the results of its measurements and calculations and to the data made available to it, for example regarding material properties, and shall constitute the agreed characteristics of the delivery item, but shall not constitute a warranted characteristic or a guarantee within the meaning of § 443 BGB.

6.1.2 Claims by the Purchaser arising from a material defect are conditional upon the Purchaser having duly complied with its obligations to inspect the goods and give notice of defects pursuant to § 377 HGB.

6.1.3 Any parts that prove to be defective as a result of circumstances existing prior to the transfer of risk shall, at the Seller’s discretion, be repaired or replaced free of charge. Such defects must be notified to the Seller immediately in writing. Replaced parts shall become the property of the Seller.

6.1.4 With respect to essential third-party products, the Seller’s liability for material defects shall be limited to assignment to the Purchaser of the Seller’s claims for defects against its supplier. If enforcement of the assigned claims for defects is unsuccessful, the Purchaser’s claims for material defects against the Seller shall revive.

6.1.5 For the purpose of carrying out all repairs and replacement deliveries considered necessary by the Seller, the Purchaser shall, following consultation with the Seller, provide the Seller with the necessary time and opportunity to do so; otherwise, the Seller shall be released from liability for any resulting consequences. Only in urgent cases involving a risk to operational safety or in order to prevent disproportionately serious damage shall the Purchaser be entitled to remedy the defect itself or have it remedied by a third party and claim reimbursement from the Seller for the necessary expenses, provided that the Seller is informed immediately by the Purchaser.

6.1.6 The Seller shall bear the expenses necessary for subsequent performance insofar as this does not impose a disproportionate burden on the Seller and insofar as the complaint proves to be justified. In the case of the sale of a newly manufactured item, the Seller shall also, to the extent required by law, reimburse the necessary expenses incurred by the Purchaser as a result of recourse claims within the supply chain.

6.1.7 Subject to the statutory exceptions and within the scope of the applicable statutory provisions, the Purchaser shall be entitled to withdraw from the contract if the Seller allows a reasonable period set for repair or replacement delivery to expire without success. If the defect is only minor, the Purchaser shall only be entitled to a reduction of the contract price.

6.1.8 The Seller shall not provide any warranty for defects attributable to measures or designs expressly requested by the Purchaser or occurring in materials or products supplied by the Purchaser, or whose use the Purchaser expressly required despite a warning from the Seller. In particular, no warranty shall be provided in the following cases: unsuitable or improper use; defective installation and/or commissioning by the Purchaser or third parties; use of non-original parts or materials; normal wear and tear; defective or negligent handling; improper maintenance; use of unsuitable operating materials; failure by the Purchaser to back up data or inadequate backup of data; unusual influences of any kind (e.g. vibrations from third-party equipment or ingress of foreign objects); chemical, electrochemical or electrical influences, unless caused by the Seller; or breach by the Purchaser of the obligations described in § 6.2.4.

6.1.9 If the Purchaser or a third party carries out improper repairs, the Seller shall not be liable for any resulting consequences. The same shall apply to modifications made to the delivery item without the Seller’s prior consent.

6.1.10 At the Seller’s request, the Purchaser shall be obliged to return the defective part to the Seller.

6.1.11 Subject to § 8.2, the foregoing warranty provisions shall apply accordingly to the rectification of defects itself.

6.2 Defects in Title; Export Control

6.2.1 If use of the delivery item infringes industrial property rights or copyrights within Germany, the Seller shall, in principle and at its own expense, procure for the Purchaser the right to continue using the delivery item or modify it in a manner reasonable for the Purchaser so that the infringement no longer exists. If this is not possible on economically reasonable terms or within a reasonable period, the Purchaser shall be entitled to withdraw from the contract. Under the same conditions, the Seller shall also be entitled to withdraw from the contract. In addition, in cases for which the Seller is responsible, the Seller shall indemnify the Purchaser against undisputed claims or claims finally established by a court of the relevant holders of intellectual property rights.

6.2.2 Subject to § 7, the Seller’s obligations set out in § 6.2.1 shall be exhaustive in the event of infringement of industrial property rights or copyrights. They shall apply only if the Purchaser immediately informs the Seller of any alleged infringement of industrial property rights or copyrights; the Purchaser provides the Seller with reasonable assistance in defending the asserted claims or enables the Seller to carry out the modifications pursuant to § 6.2.1; all measures of defence, including out-of-court settlements, remain reserved to the Seller; the defect in title is not based on an instruction from the Purchaser or does not arise solely because the Purchaser combined the delivery item with products or supplies outside the Seller’s scope of delivery; and the infringement was not caused by the Purchaser modifying the delivery item without authorisation or using it in a manner contrary to the contract.

6.2.3 The Seller does not warrant that end products manufactured using the delivery item are free from third-party intellectual property rights.

6.2.4 If the Purchaser intends to export or transfer the delivery item to, or use it for, a country or territory against which the United Nations, the European Union or the United States of America has imposed or brought into force an embargo or other export or re-export restrictions, the Purchaser shall notify the Seller thereof in writing before conclusion of the contract pursuant to § 1.2. If the Purchaser forms such an intention after conclusion of the contract, such export, transfer or use shall require the Seller’s prior written consent. Irrespective thereof, the Purchaser warrants that it shall (i) comply with the applicable export control regulations, including embargoes and other sanctions in force in Germany, the European Union and the United Nations, and (ii) comply with all other foreign export control regulations, including embargoes and sanctions, provided that Germany, the European Union or the United Nations have adopted comparable regulations, embargoes or sanctions to those applicable in the relevant states. If the Purchaser resells the delivery item, it shall ensure through appropriate agreements that these obligations are passed on throughout the entire supply chain up to the end customer with whom the delivery item ultimately remains. In the event of a breach of this provision, the Seller shall be entitled to terminate the contract with immediate effect.

7.1 If, due to fault on the part of the Seller resulting from omitted or defective implementation of proposals or advice provided before or after conclusion of the contract, or due to breach of other ancillary contractual obligations, the Purchaser is unable to use the delivery item in accordance with the contract, the provisions of §§ 6 and 7.2 shall apply accordingly to the exclusion of further claims by the Purchaser; this shall apply in particular where the Purchaser fails to observe the operating and maintenance instructions for the delivery item.

7.2 For damage that has not occurred to the delivery item itself, the Seller shall be liable only in cases of intent; gross negligence on the part of the proprietor, corporate bodies or executive employees; culpable injury to life, limb or health; defects fraudulently concealed by the Seller or where the Seller has assumed a guarantee regarding the characteristics of the item; and defects in the delivery item where liability exists under the German Product Liability Act for personal injury or damage to property used privately, irrespective of the legal basis on which the claims are founded. In the event of a culpable breach of material contractual obligations, the Seller shall also be liable for gross negligence by non-executive employees and for ordinary negligence; in the latter case, liability shall be limited to the damage typical of the contract and reasonably foreseeable. Material contractual obligations are obligations whose fulfilment is essential to the proper performance of the contract and on whose observance the Purchaser may normally rely.

7.3 Any further claims for damages are excluded, irrespective of the legal basis on which they may be founded. To the extent that the Seller’s liability for damages is excluded or limited, this shall also apply to the personal liability for damages of the Seller’s employees.

8.1 All claims of the Purchaser shall become time-barred after 12 months, irrespective of the legal basis on which they are founded; this shall also apply to the limitation of recourse claims in the supply chain pursuant to § 445b (1) BGB. The suspension of expiry pursuant to § 445b (2) BGB shall remain unaffected. The statutory limitation periods shall apply in cases of intentional or fraudulent conduct, culpable injury to life, limb or health and claims under the German Product Liability Act. The statutory periods shall also apply to defects in a building or to delivery items which, in accordance with their customary use, have been used for a building and have caused its defectiveness.

8.2 Insofar as new rights of the Purchaser in respect of material defects arise in connection with the Seller’s rectification of defects, all such claims shall become time-barred no later than 24 months after delivery of the original delivery item.

9.1 All legal relationships between the Seller and the Purchaser shall be governed exclusively by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties.

9.2 The place of jurisdiction shall be the court having jurisdiction over the Seller’s registered office in Villingen-Schwenningen. However, the Seller shall also be entitled to bring an action at the Purchaser’s registered office.

10.1 Unless otherwise stated in the order confirmation, the place of performance for the mutual obligations arising from the contractual relationship shall be the Seller’s registered office, namely Villingen-Schwenningen. This shall also apply where customary commercial clauses have been agreed.

10.2 Declarations serving to establish, preserve or exercise rights must be made in writing. The requirement of written form shall also be satisfied by text form transmitted by means of remote data transmission (e.g. e-mail) or fax, except where written form is required by law.

10.3 The Purchaser may not assign or transfer its rights under the contract to third parties without the Seller’s written consent.<<

Our General Terms and Conditions form the binding basis for all deliveries and services provided by Schlenker Spannwerkzeuge.
Please read our General Terms and Conditions carefully in order to avoid misunderstandings.

The General Terms and Conditions govern key matters such as delivery periods, payment terms, retention of title and liability.
A clear understanding of our General Terms and Conditions helps ensure that projects can be handled smoothly, efficiently and in a spirit of partnership.

If you have any questions regarding specific clauses or the application of the General Terms and Conditions to your particular case, our Schlenker team will be pleased to assist you.
Naturally, we regularly update our General Terms and Conditions in order to reflect legal requirements and technical developments.

Further information on our current General Terms and Conditions can be found on this page.
If you have any questions regarding specific clauses or the application of the General Terms and Conditions to your particular case, our Schlenker team will be pleased to assist you.