General terms of sale and delivery

Payment and delivery terms

1. Offers
Our offers are always given on a free offer basis. They are finally estimated taking into account the costs factors on the day of order confirmation. Should any significant price changes occur by the delivery that followed only after 4 months from the contract conclusion, we reserve the right to adjust the given prices accordingly.

2. Orders
The given orders became valid as assumed only after our written confirmation, independent on whether the order was given directly to us or through our representative/traveling employee. The acceptance of our order confirmation is considered to be the formal agreement with our overleaf printed payment and delivery terms. The opposite purchase conditions from the customer side are binding for us only if formal accepted by us in written as a part to the contract.
For the order volume as well as for the order execution is our written order confirmation determinative.
The telegraphic, telephone or verbal arrangements or agreements with us or with our representatives as well as the amendment to the present payment and delivery terms are subject to our written confirmation.
The receipt and further passing of the telegraphic or telephone messages/instructions are exclusive at the customer’s own risk.
In case of on call purchase the goods should be taken away within 6 months after our corresponding request, if and as far as no other Agreement is reached.
The partial shipments are allowed, provided that the customer showed at ordering no particular interest in getting the complete delivery.

We assume the customer’s creditability at the order receipt. Should any significant worsening of the customer’s economic situation that endangers our right on a due return service occur after acceptance of the order, we are at any time entitled to demand the advance payment and/or payment security from the customer and to refuse the delivery until the latter is provided. Should the customer does not agree to take measures to provide a security despite our corresponding demand, or that is not possible for him, we are entitled to renounce the execution of the order placed.

In case of contract cancellation we are entitled to claim the damage compensation for the hitherto arising expenses as well as for the profit lost, which is estimated as a rule to the amount of 15% of the net invoice value. We reserve the assertion of the further damages compensation as well as the proof of the extent of damages caused by the customer.
The prices agreed for the special models are calculated on the basis of the units’ quantity indicated in the inquiry. Should the number of units changes within the limits of the order placed, we are entitled to adjust the given prices accordingly as agreed with the customer.

3. Delivery
The deliveries are carried out in principle on ex-works conditions and at the customer’s own expense and risk. The handing over of the ordered goods to a carrier or forwarder is considered to be the performance of our due contractual obligations. The deliveries with the goods net value up to € 2.100,-- are carried out on ex-works conditions, without packing. The deliveries with the goods net value over € 2.100,-- carried out on conditions free destination point, or free on German border. Freight charges are to be borne by the recipient.
The deliveries by the own truck are carried out on conditions free on board. The commando for unloading is to be provided.

The men’s bar and the vaulting table Ergojet are to be delivered in principle, i.e. independent on the order value, on ex-works conditions.
As soon as the goods have been shipped from the factory the risk passes on always to the customer. Should the dispatch be delayed at the customer’s fault, the risks pass on to the latter already from the day of our written notification of the readiness to shipment sent to the customer.
At customer’s request the goods shall be insured by us and at his expense against theft, breakage, damage in transit, fire and water damages as well as against other insurable risks.
We are obliged to arrange the abovementioned insurances on customer’s request and expense also then and as far as the delays occur, which are explained by the customer’s present circumstances.
We are in individual case entitled to calculate the extra charge on packing to the amount of 3% of the invoice net value especially for the delivery of our large units in accordance with particular agreement.
The same is valid, if and as far as the particular kind of packing is prescribed by the customer, as, for example, the shed, railway container, etc. The resulting costs are in any case to be charged to the buyer. The chosen packing is not to be taken back.

4. Delivery date
The mentioned delivery dates are binding only if, and as far as they are confirmed by us in written or assured. The delivery time begins from the issuing of order confirmation, however not before we come to an agreement about all terms and conditions.
The delivery time is kept if and as far as we provide the goods to shipment and the customer is notified about that in written.

We are obliged to keep to the delivery time only if, and as far as the customer fulfills his respective contractual liabilities. Should any unforeseen circumstances arise, which are independent on our will, as, for example, stoppages at the enterprise, strikes, difficulties in material supplies, all circumstances of force majeure, the delivery time shall be automatic extended for the period of delay, if and as far as that hindrance evidently influences the manufacturing or shipment of the delivered goods. The same is valid in case of later changes requested by the customer.
In the abovementioned cases we are entitled to cancel the contract at our choice as well as in the scope of not yet executed part of the contract, so that the customer cannot derive claims against us out of the situation occurred.
The same is valid, if and as far as the abovementioned circumstances occur at one of our supplier.
Should the customer suffers the damages due to the delay caused at our fault, he is entitled, except for further extensive demands, to claim the delay compensation as 0,5% for each full week of delay, however, in whole maximum 5% of the value of the delivery part that due to the delay cannot be used timely in accordance with the contract.
In the event that the manufacturing or dispatch have been delayed at the customer’s wish, the costs incurred due to the storage and safekeeping on our warehouse shall be calculated in the invoice beginning one month from the receipt of the customer’s alterations or from our notification of the goods readiness to shipment. When storing the goods on our warehouse the amount at least as 0,5% of the invoice value plus VAT is due monthly. Shall the customer make no use of our in written notified appropriate term for goods collection, we are entitled after its fruitless expiry to dispose of the goods in another way. The later following customer’s demand for the ordered goods is considered to be in this case a new order as per clause 1.

5. Warranty
We bear responsibility for any defects or shortages in delivery as far as the quality assured by us is concerned.
Our responsibility is limited to our obligation to improve gratuitous the goods, or, at our choice, to replace, or to deliver gratuitous those parts, which within 6 months from the delivery date happened to be unsuitable for use or inadequate.
The carpets that we use for the floor- and landing mats are the technical articles, for which first of all the sport functionality matters.
They are therefore combined of various types of fibre that have different features and colours. The very important feature, i.e. antistatic effect, is determined by rodiastat fibres that are slight brownish. The complete and equal blend of these fibres cannot be guaranteed that can provoke the colour shading. The colour shadings of that kind are not subject to reclamation.
The customer is to notify us in written immediately, however within 8 days at the latest, about the defects occurred and to send us at our request the parts subject to notice of defect cost- and post-free. The parts replaced by us remain our property.
Should the delays with good’s dispatch or installation take place the guarantee obligations are extended accordingly.

The notices of defect are to be submitted to us specified and in written. The slight commercially available or technically not avoidable deviations of our products in quality, colour or form represent no defect.
We undertake no responsibility for the damages, which are caused by improper or inappropriate use, incorrect mounting or installation by the customer or by the third party involved by him, natural wear und tear, faulty or careless treatment or similar, if that was not caused by us or by one of our employees.
In case of the rightful claim we are to carry out at our choice either the additional delivery or the substitute delivery. We are to carry out the defects remedy works considered by us as necessary only on receipt of prior notice of defects in written as well as the corresponding demand from the customer. The customer is to give us the requested appropriate period of time and opportunity for all necessary appearing actions, as well as at request to provide us with the assisting people for the works execution.
The customer is entitled to eliminate the damages himself or through the third party at our expense only if and as far as this is urgently necessary in order to prevent the threat to the enterprise safety, to avoid the relatively great losses, or due to our delay with the defects remedy works. We are released from our obligations to fulfill the improving works, if we are not timely notified according to the abovementioned regulations and are not given an opportunity to undertake the necessary defects remedy works ourselves.
We shall bear the expenses connected with the defects remedy or substitute delivery inclusive dispatch, since the customer’s notice of defect is ascertained to be rightful. In other cases the expenses are to be born by the customer.
The customer is entitled to cancel the contract, if we do not meet the deadline of the corresponding time period given to us to eliminate the defects, of which we were timely and in accordance with the rules notified, or, if and as far as the improvement or the carrying out of the appropriate substitute delivery is not possible, or in case we groundless refuse eliminating the detected defects. In this case the customer can also demand at his own choice the corresponding reduction of the payment agreed.

6. Responsibility for damage compensation or contract cancellation
Moreover the customer is entitled to cancel the contract, if and as far as in case of delay we do not meet the deadline of the additional corresponding time period given to us for the delivery, or we refuse effecting the due delivery without giving a reason, or if and as far as it became impossible for us to fulfill the contractual obligations before the risks transfer for the reasons dependent on us.

Should the impossibility occur due to the customer’s delay with the acceptance or due to the other delay caused by him, we are released from the responsibility for the contract fulfilment.
In contrast the customer is obliged to provide the return service.
In accordance with the aforementioned regulations the claims for damage compensation can be raised against us only for the culpable violation of the essential contractual obligations.
The essential contractual obligations are especially those, which form the basis of the contract on the coincident viewpoint of the both parties, or on whose observance the proper contract fulfilment depends.

In these cases our responsibility is limited within the scope of typical foreseeable damages compensation excluding more extensive claims on damage compensation. In the rest we are responsible only for the malice intention or gross negligence also caused by our employees, unless we are released from the resulting responsibility by virtue of commercial custom.

7. Payment
Subject to different agreements achieved at the order acceptance our invoices are to be paid within 10 days from the invoice date with 2% discount or within 30 days from the invoice date pure net.
The cheques are accepted to payment only if they are covered. Should the payments be postponed or follow only after the agreed due date, the interest at the rate of 2% above the current bank rate of the Federal Bank of Germany is to be taken into account without any special reminder.
For the new customers only advance payment is valid.

Should the customer delay the due payment or any significant worsening of the customer’s economic situation occur, we are entitled to demand the advance payment in cash before the goods supply for all still outstanding deliveries, or to amend the payment conditions or to cancel the contract one-sided.

8. Retention of Title
The delivery of our goods is carried out in accordance with the retention of title clause 455 of the German Civil Code. The goods remain our property until the complete settlement of present as well as future payments due from our buyers in connection with the business relations. Should the payment delay take place we are at any time entitled to claim the surrender of the goods delivered, without obligation to provide necessarily the explanation for the contract cancellation.
In this case we are also entitled to dispose of the goods another way or to impound them. The resulting measures include the contract cancellation.

Each seizure or collateral assignment of our goods to a third party without our consent is impossible. The buyer must inform us immediately of the seizure of these goods through the third party.

The customer is authorized to resell the goods only within the framework of the proper business conduction and after the below-mentioned conditions have been fulfilled.

For our security the customer shall assign us his claims against his customers resulting from our goods’ resale to the amount of gross invoice value, regardless of, whether the object of sale is to be resold with or without processing.

In the individual case we require no special declaration of assignment for that. The customer is authorized also after the aforementioned assignment to raise a payment claim arising from the sale of our goods. Our authority to raise the claim ourselves remains in this respect unaffected.

However, we are committed to raise no claim, if and as long as the customer fulfills his financial obligations towards us from the returns received, does not default on his payments and especially does not file a petition for composition or bankruptcy proceedings, or the payments have been retained.
Should that be a case, so the customer is to inform his debtors at our demand about the claims assigned along with the amount of the claims, as well as to indicate the appropriate assignment given to us. He is further obliged to provide us with all necessary details, to hand over the relevant documents and to inform us immediately of the blanket assignment state.

The customer is obliged to insure our goods against damages resulted from fire, water, theft, etc. at his own expense. Should he does not prove any appropriate insurance immediately at our request, we are entitled to insure the goods against the abovementioned risks ourselves at the customer’s expense.

9. Data protection
In respect with the state law on data protection we are entitled to use the data about the customers obtained from our business relations or in connection with that, no matter whether they originate from the customers themselves or from the third party.

10. Minimal value of a deal
For the technical reason we are able to execute only the orders, whose net value amounts to
€ 100,-- minimum.

11. Guarantee
We provide the 2-years factory guarantee for all SPIETH products within the limits of the standard 8-hours use. Should the SPIETH products be used in the so-called 24-hours operation mode (two shifts enterprise); the guarantee period is reduced up to 6 months (on legal ground). The parts, which are subject to natural wear und tear as, for example, rollers, cover materials, and similar damages that are caused by the customer’s improper treatment are not covered by guarantee.

12. Place of contract performance
The place of performance for delivery and payment is Esslingen/Neckar. The place of jurisdiction, as far as legally admissible, is Esslingen or Stuttgart.

13. Partial invalidity
Should any legal invalidity of a single clause of the aforementioned payment and delivery terms takes place, the other clauses remain binding.
The preliminary negotiations, the contract as well as all matters of interpretation resulting from this are strictly subject to the German law.