Terms of service

Terms and Conditions of Delivery and Payment

I. Scope of Application:

The following General Terms and Conditions (GTC) apply to all business relationships of Herm. Sprenger Metallwarenfabrik GmbH & Co. KG (hereinafter referred to as the "Supplier"), i.e., to all contracts, deliveries, or other services, and shall also be deemed included in the future even if not expressly referred to again. The validity of the purchaser’s own terms and conditions is hereby expressly rejected.
Deviations from these GTC shall only become part of the contract if they are the subject of an express written agreement between the Supplier and the Purchaser.

II. Contract Content/Prices:

The content and scope of deliveries and services are determined by the written order confirmation from the Supplier. If there is no such confirmation, the Supplier’s offer is decisive. If there is no offer, the current price list of the Supplier applies. Order confirmations or offers transmitted by data transmission, computer printout, or electronically are valid even without a signature.
Our offers are binding for 8 days; after that, they lose their validity.
Orders placed with our sales representatives and/or field staff as well as side agreements, supplements, etc., require confirmation in the aforementioned form (in writing) to be effective.
All technical data in our catalogs and other sales documents, lists, and drawings, as well as weight and dimension specifications, are prepared with care; in the case of obvious errors, subsequent corrections are reserved.
The basis for price calculation is the price lists valid at the time of contract conclusion or the specific offer prices. All prices are ex works plus the value-added tax applicable on the day of delivery or service as well as any transport and packaging costs.
For small order values, we reserve the right to charge a processing fee.

III. Delivery Periods/Delay in Delivery:

Compliance with deadlines for deliveries and services or a delivery date requires the timely receipt of all specifications and documents to be provided by the Purchaser, as well as compliance with the agreed payment terms and other obligations by the Purchaser. If these requirements are not met in time, the delivery periods will be extended accordingly.
Fixed-date transactions (§ 376 HGB) require express written confirmation.
If non-compliance with delivery or service deadlines is due to force majeure, e.g., mobilization, war, riot, or similar events, e.g., strike, lockout, etc., the deadlines will be extended accordingly. The same applies in the event of delayed self-supply of the Supplier.
If the Supplier fails to meet the delivery or service date or period, the Purchaser is obliged to set the Supplier a reasonable grace period in writing. If the Supplier culpably fails to deliver or perform within the set grace period, the Purchaser is entitled to withdraw from the contract.
If the Supplier is responsible for the non-compliance with bindingly agreed deadlines, the Purchaser may—if he credibly demonstrates that he has suffered damage as a result—claim compensation for each completed week of delay amounting to 0.5%, but not more than 5% in total, of the price for the delayed delivery or service. This limitation of liability does not apply if the Supplier is guilty of intent or gross negligence or is mandatorily liable for injury to life, body, or health.
At the Supplier’s request, the Purchaser is obliged to declare within a reasonable period whether he will withdraw from the contract due to the delay in delivery or service and/or claim damages instead of performance and/or insist on delivery/performance.

IV. Delivery Conditions:

The Supplier is entitled to make partial deliveries to a reasonable extent. Deviations in dimensions, weight, technical design, manufacture, and scope of the goods to be delivered are permissible within a tolerance limit of 15%.
The Purchaser also approves all deviations that serve a technical improvement of the goods or do not result in a technical deterioration.

V. Transfer of Risk/Delivery:

Shipment is carried out on behalf of the Purchaser and at his expense by a carrier of our choice.
The risk of accidental loss and/or destruction passes to the Purchaser upon dispatch or handover to the person carrying out the transport. Furthermore, the risk passes to the Purchaser as soon as he is in default of acceptance after receipt of the notification of readiness for dispatch from the Supplier.

VI. Payment Terms:

The Supplier’s claims are due for payment immediately and without any deduction. Payment is deemed made as soon as the Supplier can dispose of the amount.
The Supplier reserves the right to demand advance payment at his discretion.
If the Purchaser is in default, the Supplier may charge default interest at a rate of 8% p.a. above the respective base interest rate pursuant to § 247 BGB. The right to claim further damages remains unaffected.
The Supplier is not obliged to accept bills of exchange. These are only accepted for fulfillment in individual cases based on special agreements. Discount and collection charges for the bill of exchange are borne by the drawer and are payable in cash immediately upon maturity of the claim.
Regardless of individually agreed payment terms, claims due to the Supplier become immediately due if circumstances arise in the person of the Purchaser that make adherence to the agreed payment terms unreasonable. This is the case if there are justified indications of a significant deterioration in the Purchaser’s financial situation, especially in the event of suspension of payments, check and bill protests, or default in payment, if it becomes apparent that the Supplier’s claim to consideration is endangered by the Purchaser’s lack of performance. In these cases, the Supplier is also entitled to demand performance concurrently or the provision of further securities. Furthermore, the Supplier is entitled to set a reasonable period within which the Purchaser must effect consideration or provide security concurrently with performance at the Supplier’s discretion. After the fruitless expiry of the period, the Supplier may withdraw from the contract.
Within the scope of warranty for defects, the Purchaser may withhold payments after a justified notice of defects only to an extent that is in reasonable proportion to the defect that has occurred. Otherwise, the Purchaser’s right of retention is excluded. The Purchaser is only entitled to offset with undisputed or legally established claims.

VII. Retention of Title:

The delivered goods (goods subject to retention of title) remain the property of the Supplier until all claims of the Supplier against the Purchaser arising from the business relationship have been fulfilled. While the retention of title exists, the Purchaser is prohibited from pledging or assigning the goods as security. In the event of seizure, confiscation, or other dispositions or interventions by third parties, the Purchaser must notify the Supplier immediately.
The Purchaser is entitled to resell the goods subject to retention of title in the ordinary course of business, provided he receives the agreed remuneration or no prohibition of assignment has been agreed. The Purchaser hereby assigns to the Supplier by way of security the claim arising from the resale for the purchase price. However, he remains authorized to collect the claims assigned by way of security as long as this authorization is not revoked. The authorization may be revoked if the Purchaser culpably fails to meet his contractual obligations. In the event of revocation of the collection authorization, the Supplier is entitled to notify the assignment. The Purchaser must immediately provide the documents required for notification of the assignment and collection.
A resale in the ordinary course of business does not exist if the Purchaser, contrary to No. 2, pledges, assigns as security, and/or makes the goods subject to retention of title the subject of factoring and/or sale-lease-back transactions to a third party.
In the event of processing and/or transformation of goods subject to retention of title, this is carried out on behalf of and for the Supplier as manufacturer within the meaning of §§ 950 ff. BGB. In this case, the Supplier is entitled to (co-)ownership of the new item created by processing and/or transformation of the goods subject to retention of title in proportion to the value of the goods subject to retention of title to the value of the new item at the time of processing and/or transformation. The Supplier is also entitled to co-ownership of the new item if, in addition to the goods subject to retention of title, goods of third parties are processed. If the Purchaser resells the newly manufactured item, he hereby assigns to the Supplier by way of security the claim arising from the resale in the amount of the value of the goods subject to retention of title.
In the event of damage or other impairment of the goods subject to retention of title, the Purchaser must notify the Supplier immediately. If the Purchaser acquires claims against third parties as a result of the damage or impairment, he hereby assigns these claims to the Supplier by way of security.
If the value of all security rights to which the Supplier is entitled exceeds the amount of all secured claims by more than 20%, the Supplier shall, at the Purchaser’s request, release a corresponding part of the security rights.
In the event of breaches of duty by the Purchaser, in particular in the event of default in payment, the Supplier is entitled to withdraw and take back the goods subject to retention of title. The Purchaser is obliged to surrender them. The taking back of the goods subject to retention of title or the assertion of the retention of title alone does not require the Supplier to withdraw from the contract and is not to be regarded as an implied declaration of withdrawal from the contract unless the Supplier expressly declares that these actions are to be understood as withdrawal.

VIII. Warranty:

The recipient must immediately check the delivered goods for completeness and externally visible damage and carry out the necessary inspections in the ordinary course of business and report any damage in writing without delay.
Warranty claims do not exist in the case of only insignificant deviation from the agreed quality and only insignificant impairment of usability.
Warranty claims also do not exist in the case of natural wear and tear, improper use, or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials, or due to special external influences that are not assumed under the contract.
In the case of a justified notice of defects, i.e., in the case of defects that existed or whose cause existed at the time of the transfer of risk, the Supplier is entitled, at his discretion, to remedy the defect (rectification) or to deliver a replacement (subsequent delivery).
Liability for expenses necessary for subsequent performance is limited to the value of the defective goods.
If the Supplier delivers a defect-free item for the purpose of subsequent performance, the Purchaser must return the defective item. This applies accordingly to defective components if these are replaced by defect-free ones as part of rectification.
A one-year warranty period applies to warranty claims, unless the statutory provisions on the sale of consumer goods (§§ 474 ff. BGB), in particular with regard to recourse liability (§§ 478 ff. BGB), do not apply due to the absence of the statutory requirements.
The statutory consequences of a breach of the commercial duty to inspect and give notice of defects (pursuant to § 377 HGB) remain unaffected.
For claims for damages, Section XI applies. Further or other claims of the Purchaser against the Supplier and his vicarious agents due to a defect than those regulated in this section and Section XI are excluded.

IX. Return of Goods:

The return of defect-free goods requires the prior written consent of the Supplier. For the return of defect-free goods, the Supplier charges a flat processing fee of 30% of the value of the goods. In addition, the Purchaser must bear all transport costs as well as the costs of packaging, repackaging, and any necessary repairs.

X. Damages/Liability:

Claims for damages by the Purchaser, regardless of the legal grounds, in particular due to breach of obligations arising from the contractual relationship and from tort, are excluded unless mandatory liability arises under the Product Liability Act, in cases of liability for intentional or grossly negligent conduct, for injury to life, body, or health, or for breach of essential contractual obligations.
The claim for damages for breach of essential contractual obligations is, however, limited to the contract-typical foreseeable damage, unless a limitation is excluded for another reason due to intentional or grossly negligent conduct, liability under the Product Liability Act, or injury to life, body, or health.
In the event of impossibility of delivery for which the Supplier is responsible, the Purchaser’s claim for damages is limited to 10% of the value of the part of the delivery that cannot be delivered due to the impossibility, unless the Supplier is guilty of intent or gross negligence and no mandatory liability for injury to life, body, or health applies. The Purchaser’s right to withdraw from the contract remains unaffected.
If the Purchaser is justifiably claimed for subsequent performance by his customer or his customer’s customer, he must give the Supplier the opportunity to carry out the subsequent performance himself within a reasonable period before obtaining "replacement" elsewhere. The Purchaser must impose this obligation on his customer accordingly. If the Purchaser breaches these obligations, the Supplier reserves the right to reduce the reimbursement of expenses to the amount that would have been incurred if he had carried out the subsequent performance himself. § 444 BGB remains unaffected.
Reimbursement of expenses for expenses incurred in the context of subsequent performance by the Purchaser to his customer is also excluded if the Purchaser, contrary to his duty to mitigate damages, has not made use of his right to refuse this type of subsequent performance or both types of subsequent performance due to disproportionate costs and/or has not limited the reimbursement of expenses to a reasonable amount.
Claims by the Purchaser for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, are excluded if the expenses increase because the object of delivery has subsequently been taken to a place other than the address of the recipient specified by the Purchaser, unless the transfer corresponds to its intended use. This applies accordingly to recourse liability.
For claims for damages and reimbursement of expenses in connection with the defectiveness of the goods or services, the binding limitation periods for these claims apply (see VIII. 7.). For claims for damages based on liability under the Product Liability Act, intentional or grossly negligent conduct, as well as for injury to life, body, or health, or for breach of essential contractual obligations, the statutory limitation periods apply.

XI. Data Protection:

The personal data of the Purchaser that become known directly or through third parties in the course of the business relationship are stored by the Supplier in an automated file and processed for business purposes (notice according to the BDSG).
When using personal data, the Supplier will observe the relevant data protection regulations (in particular the BDSG).
The Purchaser consents to the processing of personal data about him that become known directly or through third parties by the Supplier.
The Supplier is entitled to send the Purchaser current information about the company and products, e.g., in the form of a newsletter about changes to the sales program.

XII. Miscellaneous:

The Supplier retains unrestricted ownership and copyright exploitation rights to cost estimates, drawings, and other documents (hereinafter "Documents"). The Documents may only be made available to third parties with the prior consent of the Supplier and must be returned to the Supplier immediately upon request if the order is not placed with the Supplier. Sentences 1 and 2 apply accordingly to the Purchaser’s documents; however, these may be made available to such third parties to whom the Supplier has permissibly transferred the deliveries.
The legal relationship in connection with this contract is governed by German substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the Supplier’s registered office.
Should any provision in these terms and conditions or any provision in the context of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected thereby.