Terms and Conditions
1. General terms
a) All deliveries and services are subject exclusively to the following terms and conditions. Deviating agreements have to be made in writing. All delivery transactions, even future ones, are subject to these terms and conditions.
b) Any information in product descriptions, brochures etc. with regard to the equipment distributed by us, shall be considered subject to changes without notice, unless they are explicitly confirmed as binding.
This applies in particular to modifications, which serve for the purpose of technical improvement or the preservation of supply availability.
c) Unless otherwise agreed in writing, our prices have to be considered as exclusive of special accessories, freight, upgrades, installation, training or other fringe benefits.
The order of the customer can be accepted within 14 days by consignment of an order confirmation or by delivery and issuing of the invoice.
2. Delivery dates, default, transfer of perils
a) Binding delivery dates have to be confirmed in writing. They are subject to a review of technical queries as well as the correct and punctual supply to us. Should we be in default for reasons which lie in our responsibility, the buyer has the right to withdraw from the agreement, pursuant to legal provisions, provided he has unsuccessfully offered a written extension of time of at least 14 days. Liability for common negligence is excluded. We shall be entitled to partial deliveries.
3. Payment terms, default in acceptance
a) Our invoices are due immediately and to be paid net – without any deductions, unless otherwise agreed in writing. If the buyer delays the payment, default interests of 14% have to be paid.
b) If the buyer does not accept the sold goods, we can either insist on an acceptance or ask for 25% of the purchase price as an indemnity, whereupon the evidence that no damage or only small damage occurred, have to be provided by the buyer. The buyer is only entitled to claims to holding back if his counterclaim is based on the same contractual relationship. A set-off is excluded, unless the counterclaims are established as final and absolute, are undisputed and accepted by us.
4. Reservation of proprietary rights
The delivered goods remain property of the SANAZEN OHG until obligations are paid or, upon payment with cheques or bill of exchange, until these are cashed. The buyer has the right to resell the goods in a regular course of business; however, he already makes assignments now for any obligations from the consumer or third parties from the resale in the amount of the final amount on the invoice (incl. VAT). Upon conduct of the buyer contrary to the contract, in particular in case of default of payment, we are entitled to withdraw the sales item; this does not constitute a withdrawal from the contract, unless we explicitly declare so in writing.
5. Transfer of perils
Upon delivery of the goods to the buyer or his authorized agent, the peril is transferred to the buyer, independent of the fact, who pays the costs for transport.
6. Warranty, limitation of liability
a) Provided that the sales item displays a damage that lies in our responsibility, we are entitled to choose between remedial actions or corrective causes of action at our own discretion. We have to be notified about obvious damages within 14 days after reception of the goods, and about hidden damages within 10 days after their first occurrence.
b) The §§ 377 and 378 HGB (German commercial code), which are valid for commercial transactions remain intact. The goods are considered as accepted if we do not receive any objections within 10 days after arrival of the goods at the destination.
c) The warranty expires in case of interventions, repairs or attempts to repair by authorised third parties. The transfer of warranty claims is excluded. Replaced parts pass into our property. We offer warranty for replacement or repair in the same way as for the sales item. The warranty is not prolonged in case of remedial actions.
The warranty does not extend to components which have not been delivered or installed by the SANAZEN OHG.
The warranty expires, if a defect occurs due to improper handling or improper installation on the part of the customer or unauthorised third parties.
d) If a replacement delivery is not acceptable or possible or if remedial actions fail at least three times in a row, the buyer may choose to withdraw from the contract within 10 days or insist on a corresponding reduction of the sales prices.
e) Provided that nothing to the contrary comes up, advanced claims of the buyer – irrespective of their legal grounds – are excluded. Therefore, we are not liable for damages, which have not occurred on the delivery item itself. In particular, we are not liable for any loss of profit or other financial losses of the buyer. The preceding waiver of liability does not apply, if the damages arise from intent, gross negligence or lack of a warranted characteristics, violation of fundamental contractual obligations, default, impossibility or claims pursuant to §§1 and 4 of the Product Liability Act. As far as our liability is excluded, this also applies for the personal liability of our employees, worker, staff, representatives and vicarious agents.
7. Used goods
For the sale of used goods, any warranty is excluded.
8. Export licence
We explicitly point out, that the export of the delivered items may in part only be conducted subject to confirmation of the Federal Office for industrial economy in Eschborn / Taunus. As far as the buyer intends an export, possible declarations of consent have to be gathered from the buyer.
9. Place of fulfilment, place of jurisdiction
Provided that the buyer is a registered trader, the place of jurisdiction is our place of business. However, we are entitled to sue the buyer also at his court of the customer’s residence. Provided that nothing to the contrary comes up in the order confirmation, the place of fulfilment for delivery and payment is our place of business.
