STUV Prison Solutions GTC
Acceptance of the terms of delivery and payment:
The following terms and conditions apply to entrepreneurs, legal entities under public law and special funds under public law. They apply exclusively to all deliveries and services based on all current and future contracts. Deviating terms and conditions of the customer which we do not expressly accept in writing are not binding for us, even if we do not expressly object to them or if we carry out deliveries and services without reservation in the knowledge of deviating terms and conditions of the customer.
Offer and contract conclusion:
Our offers are always subject to change. Orders shall only become binding when we confirm them in writing. This also applies to orders accepted by our representatives. Supplements, amendments or verbal subsidiary agreements require our written confirmation to become effective.
Orders on call must - unless otherwise agreed - be accepted within six months after the first delivery. If the customer fails to call off the goods in due time in spite of a reminder and the setting of an additional period of time, we shall be entitled to invoice for the entire order without delivering beforehand and without the goods having to be completely finished, which, however, must be completed when the customer pays in full. Under the above conditions we are also entitled to refrain from completing the goods in whole or in part and - insofar as we do not execute the order thereafter - to claim damages for loss of profit up to 10% of the agreed price. We reserve the right to claim higher damages. However, the customer shall be entitled to prove to us that we have not suffered any damage or that the damage suffered by us is considerably less. Insofar as ordered goods are not called off despite a reminder and the setting of a grace period, the customer shall bear the storage costs incurred.
We undertake to keep tools for one year after the last delivery. If the customer informs us before the expiry of this period that orders will be placed within a further year, the storage period shall be extended by a further year. After this period and in the absence of follow-up orders, we may freely dispose of the tools. For orders which are cancelled in the development stage or during the start-up period, we reserve the right to invoice the costs incurred. In this case, the costs incurred for the initial tool set shall be invoiced before the release of the samples and the costs incurred for the entire series tools, special equipment and gauges shall be invoiced after the release of the samples. The tools invoiced shall be available to the customer for inspection for four weeks and shall be scrapped after expiry of this period. Finished stadium plans and construction drawings of the tools shall not be subject to inspection by the customer in order to protect the processes used.
Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex works Heiligenhaus, excluding packaging, plus statutory VAT.
For small orders with a net order value of less than EUR 250.00, a processing fee of EUR 39.00 (small quantity surcharge) shall apply. The usual discounts do not apply.
For custom-made products, the price shall be calculated on the basis of the determined production costs.
Delivery time and delay:
The delivery period shall be agreed individually or stated by us upon acceptance of the order.
If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this without delay and at the same time inform him of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already paid by the customer. A case of non-availability of the performance in this sense shall be deemed to be, in particular, the failure of our supplier to deliver on time if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure in the individual case.
The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the customer is required. If we are in default of delivery, the customer may demand lump-sum compensation for the damage caused by the default. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each full calendar week of the delay, but not more than a total of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the customer has not suffered any damage or that the damage is significantly less than the aforementioned lump sum.
The rights of the customer pursuant to § 10 of these GCS and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.
Partial deliveries are permissible.
Shipment and transfer of risk:
We shall ship the goods by rail, post or forwarding agent at our discretion.
If the customer requests that the goods be shipped to him or to another location, the risk of accidental loss or accidental deterioration of the goods shall pass to him as soon as they leave our works. If dispatch is delayed for reasons for which the customer is responsible, the risk shall pass on the day on which the goods are ready for dispatch.
The shipping costs are calculated according to the volume (weight/size) of the ordered goods and are to be borne by the customer.
We choose the packaging at our best discretion and charge it at cost price.
We shall take back transport packaging without the customer being entitled to a credit note if he sends it back to our registered office in Heiligenhaus at his own expense.
Claims for material defects:
The statutory provisions shall apply to the rights of the purchaser in the event of material defects and defects of title (including wrong delivery and short delivery as well as improper assembly or defective assembly instructions), unless otherwise stipulated below. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the unprocessed goods to a consumer, even if the consumer has processed them further (supplier's recourse pursuant to §§ 478 BGB). Claims from supplier recourse are excluded if the defective goods have been further processed by the purchaser or another entrepreneur, e.g. by incorporation into another product.
Quantitative deviations of 5% downwards and upwards are permissible for our deliveries.
The basis of our liability for defects is above all the agreement reached on the quality of the goods.
Insofar as the quality was not agreed, it is to be judged according to the legal regulation whether a defect is present or not (§ 434 para. 1 p. 2 and 3 BGB). However, we shall not be liable for public statements made by the manufacturer or other third parties (e.g. advertising statements) to which the purchaser has not drawn our attention as being decisive for his purchase.
The purchaser's claims for defects presuppose that he has fulfilled his statutory obligations to inspect the goods and give notice of defects (§§ 377, 381 HGB). In the case of goods intended for installation or other further processing, an inspection must in any case be carried out immediately before processing. If a defect becomes apparent upon delivery, inspection or at any later time, we must be notified thereof in writing without delay. In any case, obvious defects must be notified to us in writing within 8 working days of delivery at the latest, and defects not recognisable during the inspection must be notified to us within the same period of time after discovery. If the purchaser fails to carry out the proper inspection and/or give notice of defects, our liability for the defect not reported or not reported in time or not reported properly shall be excluded in accordance with the statutory provisions.
If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering an item free of defects (replacement). Our right to refuse subsequent performance under the statutory conditions remains unaffected.
We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer shall be entitled to retain a part of the purchase price which is reasonable in relation to the defect. The customer must give us the time and opportunity necessary for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the customer shall return the defective item to us in accordance with the statutory provisions. Subsequent performance shall neither include the removal of the defective item nor its re-installation if we were not originally obliged to install it.
We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions if there is actually a defect. Otherwise, we may demand reimbursement from the customer of the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognisable to the customer.
In urgent cases, e.g. in the event of a risk to operational safety or to avert disproportionate damage, the customer shall have the right to remedy the defect itself and to demand reimbursement from us of the expenses objectively necessary for this purpose. We must be informed immediately of any such self-execution, if possible in advance. The right of self-execution does not exist if we would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.
If the subsequent performance has failed or if a reasonable deadline to be set by the customer for the subsequent performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there shall be no right of withdrawal.
Claims of the customer for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with § 10 and are otherwise excluded.
Insofar as nothing to the contrary arises from these GTCS including the following provisions, we shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.
We shall be liable for damages - irrespective of the legal grounds - within the scope of fault liability in the event of intent and gross negligence. In the case of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty), only
a) for damages resulting from injury to life, body or health,
b) for damages arising from the breach of a material contractual obligation (obligation the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for the foreseeable, typically occurring damage.
The limitations of liability resulting from para. 2 shall also apply in the event of breaches of duty by or in favour of persons for whose fault we are responsible in accordance with statutory provisions. They do not apply if we have fraudulently concealed a defect or have given a guarantee for the quality of the goods and for claims of the customer under the Product Liability Act.
The customer may only withdraw from the contract due to a breach of duty which does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the orderer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory prerequisites and legal consequences shall apply.
Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery.
Our invoices, including those for partial deliveries, are to be paid free of postage and expenses, net within 30 days of the invoice date. In the case of cashless payment, the date of the credit note shall be decisive. The risk of the payment method shall be borne by the customer.
Agreements on special terms of payment shall only be binding after our written confirmation. Such conditions shall only be granted if all due payment obligations from previous deliveries have been fulfilled and the invoice amount has been paid punctually on the aforementioned due date.
Upon expiry of the aforementioned payment deadline, the customer shall be in default. During the period of default, interest shall be charged on the amount owed at the statutory default interest rate applicable at the time. We reserve the right to assert further damage caused by default. With respect to merchants, our claim to the commercial interest on arrears (§ 353 HGB) shall remain unaffected.
The customer shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the purchaser's counter rights shall remain unaffected.
Reservation of ownership:
We retain title to all goods delivered until all claims arising from the business relationship with the ordering party have been fulfilled.
The customer is entitled to sell these goods in the ordinary course of business as long as he fulfils his obligations from the business relationship with us in due time. However, he may neither pledge the reserved goods nor assign them as security. In the event of resale, the customer hereby assigns to us all claims arising from such resale, irrespective of whether such resale takes place before or after any processing of the goods delivered under retention of title. Irrespective of our authority to collect the claim ourselves, the customer shall remain authorised to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long and insofar as the customer meets his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and there is no cessation of payments.
Any processing or treatment of the goods subject to retention of title shall always be carried out by the customer on our behalf. If the goods subject to retention of title are processed or inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the other processed or mixed items at the time of processing or mixing.
If our goods are combined or inseparably mixed with other movable objects to form a substantive object and if the other object is to be regarded as the main object, the customer shall transfer co-ownership to us on a pro rata basis insofar as the main object belongs to him. The customer shall keep the property or co-property for us. In all other respects, the same shall apply to the item created by processing or combining or mixing as to the goods subject to retention of title.
The customer shall inform us without delay of any enforcement measures by third parties against the goods subject to retention of title, against the claims assigned to us or against other securities, handing over the documents necessary for an intervention. This also applies to impairments of any other kind.
If the value of the existing securities exceeds the secured claims by more than 10% in total, we shall be obliged to release securities of our choice upon request.
Place of performance, place of jurisdiction, applicable law:
The place of performance is the location of our registered office. The place of jurisdiction for disputes with purchasers who are registered traders, a legal entity under public law or a special fund under public law is also our place of business. However, we reserve the right to take legal action at the place of business or residence of the customer.
The law of the Federal Republic of Germany shall apply exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.