Version 02/2015

 

 

I. Validity/Offers

1.  Only the following General Terms and Conditions as amended at the time the order is placed shall apply to the business relationship between us and the purchaser. Conditions of the purchaser are not binding even when, after receipt of the contract, we do not expressly reject such conditions.

 

2.  Our offers are non-binding.

 

3.  The documents forming part of the quotation, such as drawings, illustrations, technical data, references to standards, as well as statements in advertising material shall not be deemed to be information on qualities, representations as to features or guarantees, except where they are expressly referred to as such in writing.

 

4.  Deviations of the delivered item from offers, prototypes, samples and predeliveries are permissible within the limits as set by the respectively valid DIN/ EN norms or other relevant technical standards.

 

II. Conclusion of the contract

 

1.     With the confirmation of an order or purchase by us and/or upon delivery of the ordered goods, a purchase agreement between the buyer and us is concluded.

 

2.     If the purchaser orders goods from the website at the URL sagustu.de , including all subpages, (“Website”), the agreement is concluded upon sending the order by clicking the button “Confirm purchase” and when we send the order confirmation and/or at the latest when we deliver the goods.

 

 

III. Prices

1.            Unless otherwise agreed, our prices are exclusive of VAT and apply ex warehouse.

 

2.            In accordance with the statutory provisions we will accept return of the packaging we delivered.

 

IV. Payment and settlement

1.  Without prejudice to deviating regulations in item III. 1. the following shall apply:

 

Depending on the agreement, our invoices are payable within 30 days at the latest

from the date of the invoice, net. Payment shall be made within this period in such a manner that the amount required to settle the invoice is placed at our disposal no later than on the due date.

 

2.  Invoices for amounts below EUR 50.00 (euro) as well as for mounting, repairs, moulding and tool costs will be due immediately and are to be paid net.

 

3.  The purchaser will only have the right to set-off if our demand is undisputed or has a final and binding effect.

 

4.  If the purchaser is in arrears with payments, we are entitled to charge interest at statutory rates. We reserve the right to claim for any additional contractual losses.

 

5.  If it becomes apparent after conclusion of the contract that our claim for payment is jeopardised by the purchaser not being able to perform, we are entitled to the rights under Section 321 of the German Civil Code (BGB). We shall also be entitled to deem all claims from the current business relationship with the purchaser, which are not subject to the statute-of-limitations, due and payable and to cancel the direct debit authorisation in accordance with item VI 2.5. In addition, in the case of delayed payment, we are entitled, after expiration of an appropriate extension period, to request return of the goods and to prohibit the resale and processing of delivered goods in accordance with item VI. Taking back goods does not imply a termination of the contract. The purchaser can avert all these legal consequences by payment or provision of a security to the value of the endangered payment claim within a reasonable time frame set by us. The provisions of the Insolvency Act shall remain unaffected.

 

6.  Any agreed cash discount always relates to the pure value of the goods shown on the invoice and will only be granted if and in so far as the purchaser has completely paid all amounts due at the time of the discount.

 

V. Delivery times

1.      Any promised delivery times and deadlines shall only be binding if this has been expressly agreed.

 

2.     Delivery periods shall be extended for an appropriate time in the event of actions caused by industrial disputes, in particular strikes and lock-outs, by force majeure as well as other unforeseeable obstacles which are beyond our control, provided such obstacles have a demonstrable and material influence on the production and supply of the items to be supplied. This also applies if such circumstances affect our suppliers. We will notify the purchaser immediately of such circumstances. These regulations apply analogously to delivery dates. Should circumstances make the performance of the contract unreasonable for one of the contractual parties, then such party shall have the right to withdraw from the agreement.

 

VI. Reservation of ownership

1. We shall retain ownership of the supplied goods until the purchase price has been paid in full.

 

Should the purchaser be deemed a merchant under Section 14 German Civil Code (BGB), the following shall apply by derogation:

 

2.1    All goods delivered to a merchant remain our property until all outstanding accounts arising from the business relationship, irrespective of the legal basis, including future or contingent claims have been settled.

 

2.2   The goods under retention of title shall be processed on our behalf as manufacturer within the meaning of Section 950 BGB without any obligation for us. The processed goods fall under the category of goods under retention of title within the meaning of item VI 2.3. If the merchant carries out any processing, combination or mixing of the goods under retention of title with other goods we are entitled to co-ownership of the new item in proportion to the invoice value of the retained goods as against the value of the other goods used. In the event of our right of ownership expiring because the goods delivered have been amalgamated or blended with others, the merchant hereby agrees providentially to transfer to us his right of ownership in the newly-generated article in proportion to the invoice value of our conditional goods, and to keep said articles safe for us without charge. The joint ownership rights resulting therefrom shall be deemed goods under retention of title within the meaning of item VI 2.3.

 

2.3.   The merchant may sell the goods under retention of title only in the normal course of business at his standard business conditions and as long as he is not in default, provided the claims arising from the resale in accordance with items VI 2.4 to VI 2.6 are transferred to us. The purchaser shall not be authorised to dispose of the title retention goods in any other way.

 

2.4.   Claims of the merchant arising from the further sale of the goods under retention of title are herewith assigned to us. They shall serve as collateral to the same extent as the goods under retention of title. In the event that the goods under retention of title are resold by the merchant together with other goods not sold by us, then the assignment of the accounts receivable resulting from the resale only applies to the value of the

goods under retention of title sold. On re-sale of goods of which we are co-owner as defined by item VI.

2.2, the transfer of claim will apply only for the value of the portion of which we are co-owner.

 

2.5.   The merchant is entitled to collect claims arising from the resale until this is revoked by us, which we are permitted to do at any time. We shall exercise this right of revocation only in the cases specified in items IV. 4. and

5. At our request the merchant shall be obliged to notify his customers of the assignment to us straight away

-insofar as we do not do this ourselves - and provide us with the necessary credit information and documents for collection.

 

2.6.   The merchant must notify us immediately about any seizure or other adverse actions on the part of third parties.

 

2.7.   If the estimated value of the collateral deposited exceeds the amount of secured claims by a total of more than 50 per cent, we are obliged to release securities of our own choice upon the merchant's demand.

 

VII. Performance of deliveries

1.  In the case of specially requested and agreed shipment of the goods by the purchaser, we bear the risk for shipping provided the purchaser is a consumer within the meaning of Section 13 BGB. If the purchaser is a merchant within the meaning of Section 14 BGB, the risk shall be transferred to the merchant as soon as the consignment is handed over to the shipper or has left the logistics company’s warehouse for shipment. The purchaser must bear the responsibilities and costs of unloading. Insurance will only be taken out on the instructions of the customer and charged to the customer.

 

Should the purchaser be deemed a merchant under Section 14 German Civil Code (BGB), we are entitled to make partial deliveries to a reasonable extent. With goods manufactured to the purchaser’s specification, deliveries are permitted

-which are up to 10 % more or less than the quantity ordered.

 

2.  In the case of call orders, we have the right to manufacture the entire quantity ordered or to have it manufactured in one batch. Any requests for change after the order has been issued can only be taken into account where there has been an express agreement. In the absence of any firm agreements, call-off dates and quantities can only be complied with in accordance with the scope of our delivery and manufacturing capabilities. If goods are not called as contractually agreed upon, we shall be entitled to charge them as delivered within a reasonable period of time.

 

VIII. Right of revocation for consumers / Exclusion of the right of revocation

 

Provided that the purchaser is a consumer in accordance with the statutory regulations, the following shall apply:

 

 

 

Cancellation policy / Right of revocation

 

 

 

The purchaser has the right to cancel this agreement within fourteen days without giving any reason.

 

The cancellation period is fourteen days from the day when the purchaser, or a designated third party other than the carrier, has taken possession of the goods.

 

In order to exercise his right of revocation, the purchaser

 

SAGUSTU International GmbH Industriestraße 7

D-66892 Bruchmühlbach-Miesau, Germany Tel.: 0049(0)6372/8031-0

Fax.: 0049(0)6372/8031-31

Internet: www.sagustu.de e-mail: yvp@sagustu.de

 

must inform the company of his decision to terminate this contract by way of a clear statement (e.g. a letter sent by post, telefax or email). He may use the attached standard withdrawal form for this purpose, however it is not mandatory.  For compliance with the cancellation period, it is sufficient if the purchaser sends the communication concerning the exercise of the right of withdrawal before the end of that deadline.

 

 

 

Consequences of cancellation

 

If the purchaser cancels this contract, we must refund all payments that we have received from him, including delivery costs (with the exception of additional costs which result from the fact that he chose a different delivery method from the cheapest standard delivery offered by us) without delay and at the latest within fourteen days from the day we received notification about the cancellation of this agreement. For this repayment we use the same means of payment as the purchaser used for the original transaction, unless specifically agreed otherwise; on no account will the purchaser be charged fees for this repayment.

We may withhold repayment until we have received the goods or until the purchaser has supplied evidence of having sent back the goods, whichever is the earliest.

 

The purchaser must send back or hand over the goods immediately and no later than fourteen days from the day he informed us about his decision to withdraw from this agreement, to

 

 

SAGUSTU International GmbH Industriestraße 7

D-66892 Bruchmühlbach-Miesau, Germany

 

 

. The deadline shall be considered to be met if the purchaser returns the goods before the period of fourteen days expires.

 

The purchaser shall bear the costs for returning the goods.

 

The purchaser will only have to pay for any diminished value of the goods if this diminished value results from handling other than what is necessary to ascertain the condition, properties and functioning of the goods.

 

 

End of the information about rights of revocation

 

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We request that where possible, to avoid damage and soiling, the goods are returned to us in their original packaging with all accessories and all packaging components. The purchaser is also requested to use protective outer packaging where appropriate. If he no longer has the original packaging, the purchaser should use appropriate packaging to ensure sufficient protection from damage during transport, to avoid claims for damages due to insufficient packaging. The above-mentioned terms do not constitute a requirement for the effective exercise of your right of revocation.

 

 

 

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Withdrawal form

 

(The purchaser may terminate the contract by filling in and returning this form. Use of this form is not mandatory, however.)

 

To

SAGUSTU International GmbH Industriestraße 7

D-66892 Bruchmühlbach-Miesau, Germany

 

 

I/we(*) hereby revoke                                                     

 

the contract concluded by me/us (*) for the purchase of the following goods (*):              

 

 

Ordered on (*)/received on (*)                                        Name of the consumer(s)              

Address on the consumer(s)                                         

 

 

Signature        of               the consumer(s)  (only   for notification on paper)                                                      

 

 

 

Date                                           (*) Delete as applicable.

 

IX. Warranty

1.  We accept liability for material defects in accordance with the current legal provisions, in particular

Sections 434 et seq. BGB.

 

If the purchaser is a consumer, the provisions of Sections 474 et seq. BGB shall also apply.

 

If the purchaser is a merchant, warranty claims held by the purchaser presume that the purchaser has duly fulfilled his duties of inspection and objection under Section 377 of the German Commercial Code (HGB). Accordingly, it is incumbent upon the merchant to check the goods for correct functionality and to inform us in writing of defects in the purchased item immediately and no later than one week after receipt of delivery. Any defects which cannot be discovered within this period even by careful examination shall be notified to us in writing immediately after discovery.

 

2.  The purchaser is entitled either to demand that the defect is remedied (repair) or to have a non-defective item delivered (replacement) by way of rectification. If the purchaser is a merchant, we are entitled to make this choice.

X. General limitation of liability and limitation period

 

1.    We shall only be liable owing to the breach of contractual and non-contractual duties in particular owing to impossibility, default, fault when initiating contracts and tortuous act - also for our executives and other vicarious agents - in cases of wilful intent and gross negligence.

 

2.   In addition, we are liable for negligent breach of essential obligations, whose breach jeopardises the achievement of the purpose of the contract, or for the breach of duties whose performance enables the proper completion of the contract in the first place and on whose compliance the customer may regularly rely on. In this case, however, we are only liable for foreseeable damage that is typical for the contract. We are not liable for negligent breach of duties other than that stated in the sentences above.

 

3.        The above-mentioned limitations of liability shall not apply to injury to life, limb and health, to defects detected after the receipt of goods covered by a quality guarantee, or to defects covered up with intent to deceive.

 

4.     Liability under the Product Liability law remains unaffected.

 

5.   The following shall apply with regard to the limitation period:

 

5.1   The purchaser’s warranty claims expire after two (2) years for new goods and after one (1) year for used goods, beginning from the transfer of risk.   If the purchaser is a merchant, the warranty period for goods supplied by us shall be one (1) year. This statute of limitations shall not apply if we have given a guarantee for the quality of the goods or have fraudulently concealed a defect.

 

5.2   These above-mentioned time limits do not apply to the purchaser's claims because of defects in the cases provided for in

Section 438 para. 1 (2) BGB and Section 634a para 1 (2) BGB.

 

5.3   Provisions in Item XI /5.1 shall have no effect on our liability resulting from breaches of contract caused by our wrongful intent or by our gross negligence as well as the statute of limitations regarding statutory rights of recourse.

 

XI. Copyright

1.              We reserve the intellectual property rights for quotations, drafts, drawings and other documentation: they shall only be disclosed to third parties with our consent. Drawings and other documents that are part of the offer shall be returned on request.

 

2.              Insofar as we have delivered items according to drawings, models, samples or other supporting documents supplied by the purchaser, he shall be liable to

 

ensure that protected rights of third parties have not been damaged. In the event that third parties do not permit us to produce or deliver such goods by reference to property rights we are entitled - without being obliged to undertake further review of the legal situation - to cease and desist from any further activities immediately and to demand damage compensation from the purchaser. In addition, the purchaser undertakes to indemnify us immediately in respect of all third party claims connected therewith.

 

XII. Test items, moulds and tools

1.         If the purchaser has to provide parts for the execution of the order, they shall be supplied ex-works in the agreed quantity or otherwise in reasonable additional quantity considering possible wastage, with such components being free of charge and free from defects. If not, the additional expenses thereby incurred and other consequences must be borne by the purchaser.

 

2.      The production of test items, including the costs of moulds and tools shall be the responsibility of purchaser.

 

3.         Property rights for moulds, tools and other devices necessary to produce the ordered parts shall be subject to the agreements made. In the event that such devices become inoperative before completion of output agreed upon, costs resulting from replacement shall be borne by us. We undertake to keep such equipment for at least two years after the last use.

 

4.       Our liability for tools, moulds and other equipment provided by the purchaser shall be limited to the diligence we usually employ in our own affairs. Costs for servicing and maintenance shall be borne by the purchaser.  Our obligation to keep the articles concerned - irrespective of the purchaser's ownership rights - expires at the latest two years after the last manufacturing using the mould or tool.

 

 

XIII.  Place of performance, jurisdiction and applicable law

1.  If the purchaser is a consumer, the place of performance for our deliveries is the purchaser’s place of residence or a place of designation specified by the purchaser. If the purchaser is a merchant, the place of performance for our deliveries is our headquarters.   It is only in this latter case that our headquarters is also the place of jurisdiction.  We shall also be entitled to bring action against the purchaser at his place of jurisdiction.   If the purchaser is a consumer, the jurisdiction of the court complies with the general provisions of Section 12 et seq. of the Code of Civil Procedure (ZPO.)

 

2.  All legal relationships between us and the purchaser shall be governed by German law supplementing these Conditions, including the provisions of the United Nations Convention

for the International Sale of Goods from 11/04/1980 (CISG).

 

XIV. Miscellaneous

1.   When entering into a contract via the website, these General Terms and Conditions as well as any other data pertaining to the conclusion of the contract are stored by us upon conclusion of the contract.

 

2.    The General Terms and Conditions are available in German. They are available in their present form at the URL sagustu.de. In case of doubt, the German version of these General Terms and Conditions shall be authoritative.

 

XV.  Collateral agreements, written form,

 

1.    There are no verbal collateral agreements. Any modifications of and supplements to a contract shall not become effective unless they are made in writing.

 

2.    We shall be entitled to divest and transfer our contractual rights and the right to the enforcement of such claims to third parties.

 

 

Your contractual partner:

 

SAGUSTU International GmbH Industriestraße 7

D-66892 Bruchmühlbach-Miesau, Germany

 

Tel.: 0049(0)6372/8031-0 Fax.: 0049(0)6372/8031-31

Internet: www.sagustu.de e-mail: yvp@sagustu.de

 

Managing Directors:

York von Plato

VAT Reg No. DE 264 661 129 Commercial register:

Zweibrücken HRB 30492