General Terms and Conditions
Art. 1 – General
1. These are the General Terms and Conditions of Swanenberg GmbH, based in D-02999 Lohsa and entered in the commercial register of Dresden Local Court under HRB 7566 (hereinafter referred to as: Swanenberg).
2. These General Terms and Conditions apply to all contracts, quotations, tenders, orders, deliveries, invoices and the further legal relationships between Swanenberg and their contractual partners.
3. These General Terms and Conditions in no way affect any other general terms and conditions and/or contractual conditions that may be used by contractual partners and/or other buyers, suppliers or customers, though only to the extent that they do not conflict with these General Terms and Conditions. In such cases, the provisions of these General Terms and Conditions will take precedence.
4. All contracts covered by these General Terms and Conditions are subject to the laws of the Federal Republic of Germany. Any legal disputes that cannot not be resolved by mutual agreement between the parties shall be dealt with by the competent court for Swanenberg under general German jurisdiction, unless the place of jurisdiction agreed herein is inadmissible or ineffective for any other reason.
Art. 2 – Term of delivery
1. Goods to be delivered by Swanenberg shall be delivered within the agreed term of delivery. If the delivery can only be made at a later date for reasons beyond Swanenberg's control, the customer shall grant Swanenberg a reasonable extension of at least four weeks for the delivery. As a result of the late delivery by Swanenberg, the customer shall not be entitled to any compensation for damages which may be directly or indirectly suffered as a result of the delay. The customer has no right to consequential damages.
2. In the case of late delivery, the buyer must give Swanenberg formal notice of default in writing by registered letter, wherein the customer must grant Swanenberg a period for subsequent delivery in consideration of para. 1. Upon the expiry of this period, the customer is entitled to withdraw from the contract, provided that he has advised the withdrawal within the context of the notice of default in the case of late delivery. No claim may be made against Swanenberg for damages in the case of withdrawal unless default on the part of Swanenberg is due to intent or gross negligence.
Art. 3 - Retention of title and power of disposal
Swanenberg is entitled at any time to demand advance payment for the goods it has to deliver. All goods delivered by Swanenberg remain the property of Swanenberg until the customer has paid all outstanding invoices in full, including interest and costs and as such, all invoices for the previous deliveries of goods including those invoices which have been objected against on grounds of fulfilment of the contract or previous contracts. The buyer is not entitled to use or own the goods in any way, nor to use them in exercising his professional or business activities. The buyer is also not entitled to transfer the goods in question to any third party or to use, dispose of or encumber them in any way, without Swanenberg having previously given its respective consent in writing.
Art. 4 – Force majeure
If Swanenberg is prevented from making a delivery due to force majeure or circumstances beyond its control, all time limits specified in the contract and agreed between the parties and/or those referred to in these General Terms and Conditions shall be suspended until the date upon which the circumstances that cause the force majeure cease to persist. The period of suspension shall be added to the term or time limit originally agreed.
Should performance of the contractual obligations become completely impossible due to force majeure, Swanenberg may withdraw from the contract. In this case, there shall be no claims for damages in favour of the contracting partner, except for cases of intent and gross negligence.
Art. 5 - Payment
1. The invoices of Swanenberg are payable without deduction within the period stated thereon, by bank transfer of the amount due - unless otherwise agreed in writing or Swanenberg or S. having allowed a cash discount for early payment specified on the invoice.
2. All payments received by Swanenberg are first set off against any amounts due with respect to interest and costs and only thereafter against the oldest unpaid invoice claim.
3. In the event of late payment, the contracting partner shall owe the statutory rate of interest for delayed payment applicable on the amount not paid in due time, without a need for prior notice of default.
4. The contracting party is not entitled to offset its liabilities with any claims against Swanenberg without the prior written consent of Swanenberg, unless the claim has been recognised in writing by Swanenberg or has been legally established by Swanenberg.
Art. 6 – Liability
Notwithstanding the above, Swanenberg can only be held liable for damage of any kind if it is based on intent or gross negligence. Excluded from this restriction are claims on account of death, physical injury and damage to health, claims under the Product Liability Act and so-called cardinal obligations – i.e. o duties, the fulfilment of which is essential for the proper implementation of the contract and on fulfilment of which the contracting party can rely.
Last amended: 1st January 2019