Terms and conditions

1. General

Deliveries, services and offers by the Company of Saja GmbH („seller“ hereinafter) will be exclusively done on the basis of these terms and conditions. They will be valid for any future business relations, even if they are not expressly agreed upon again. These conditions will be considered accepted on receipt of goods or services at the latest. Orders or counter-confirmations by the buyer referring to his own business conditions and/or purchase conditions are hereby rejected. Deviations from the seller’s conditions will only be effective if they have been confirmed by the seller in writing. Offers are made without obligation and are non-binding. Acceptance declarations and orders will only be binding for the seller as far as they are being confirmed in writing or are carried out by forwarding the goods. The same shall apply to supplements, agreements and collateral agreements. Drawings, illustrations, measures, weights, and other performance data will only be binding if they have been agreed upon in writing. Modifications of the stipulation requiring the written form will also want the written form.

2. Prices

The prices quoted in the price lists are recommended prices. Inquiries about the actual price shall be directed to the seller prior to any order.  Prices are net prices, quoted in euros (EUR). Packaging, freight, postage and insurance will not be covered by the price. In case of orders with values of goods of a total amount under EUR 50.00 plus V.A.T. service fee to the amount of EUR 10.00 will be charged. In case there are more than four months between the placing of an order and the date of delivery the seller will be entitled to continue to take into account, on a pro rata basis,  material, wage and other increases in costs incurred in the business operations after the conclusion of the contract. In case of price increases - caused by the above - of more than 10 per cent in relation to the net total price the buyer will be entitled to cancellation. This will also apply to business within framework agreements.

3. Passing of Risk, Dispatch, Freight

The goods will be sold ex works. In case a dispatch has been agreed upon, the dispatch route and the mode of dispatch will be chosen by the seller. In this case the dispatch will be done on account of the buyer.

The goods will not be insured. On the buyer’s request an indemnity insurance will be taken out at his expense. The delivery will generally be made to the buyer’s delivery address. Even in case of delivery with carriage paid or free delivery the risk passes to the buyer as soon as the goods consigned have been handed over to the person carrying out the transport or leaving the seller’s warehouse for the purpose of dispatch.

4. Reservation of Title

4.1 The object of purchase will remain the property of the seller until the fulfilment of all claims which the seller is entitled to against the buyer. In case of a current account the reserved title to the reserved goods will be considered a security for the seller’s balance account.

4.2 A treatment or processing by the buyer will be done with the exclusion of an acquisition of ownership according to § 950 BGB (Section 950 of German Civil Code) by order of the seller. In compliance with the relation of the value of the purchase object to the value of the treated or processed goods the seller will become co-owner of the matter developed in such a way, with this matter serving as reserved goods for securing the seller‘s claims. The  processing (connecting/mixing), done by the buyer, with other goods which do not belong to the seller will be subject to the provisions §§ 947, 948 BGB (Sections 947, 948 of German Civil Code) with the result that the seller’s co-owner interest in the new matter will be considered ‘reserved goods‘ at that point. This regulation will particularly apply to the integration or installation
of our goods into machines.

4.3 The buyer will only be allowed to resell the reserved goods in the ordinary course of business and on condition that he also agrees on an extended reservation of title with his customers. The buyer will not be entitled to further dispositions on the reserved goods. For the case of reselling and until the fulfilment of all the seller’s claims, the buyer hereby already assigns to the seller the claims against his customers  resulting from the resell. In case the reserved goods are resold by the buyer after the processing according to Item 4.2 along with other goods which do not belong to the seller, the assignment of the purchase-price claim will only be applicable to the amount of the invoice value of the seller’s reserved goods. Subject to countermand the seller entitles the buyer to the collection of the assigned claims. The seller will not make use of the single collection authority as long as the buyer meets his financial obligations including those towards third parties.

4.4 If the value of the securities existing for the seller exceeds his total claims by more than 10%, the seller will in so far be obliged - upon the buyer’s request –to release securities at the seller’s option.
4.5 In case the seller, according to the above provision, makes use of his reservation of title, by way of taking back the reserved goods, he will be entitled to sell the goods by private treaty or to have them sold by auction. The reserved goods will be taken back at the proceeds made, but not exceeding the agreed delivery prices. Further claims for damages, especially concerning lost profits, will be reserved.

4.6 In case of inability to pay, the reservation of title will refer to all those goods that belong to the mass or are situated in it, delivered by the seller, even goods already paid by the buyer, until the fulfilment of all the seller‘s claims.  If the buyer ceases payment before he has paid the delivered goods, the seller will have the right to separate the goods or to claim substitute separation according to §§ 47, 48 InsO (Sections 47, 48 of German insolvency rules).


5. Terms of Payment

5.1 All the invoices become due for net cash payment within 10 days of the date of invoice. Discount deductions will only be admissible as far as they have been agreed upon and if there are no outstanding claims.

5.2 In case of delay of payment, an interest amounting to 8% above the respective base interest rate will be charged starting on the due date. Rebates and other allowances will only be granted on condition that all the seller‘s claims will be satisfied as agreed. In case of delay of payment by the buyer, the seller will be entitled to revoke possibly granted rebates and other allowances. In such a case the seller may deny outstanding performances until a required adequate prepayment has been effectuated or securities have been provided, irrespective of other legal options. In case of refusal on the part of the buyer or if the buyer lets a specified term expire the seller will be entitled to rescind the contract and to claim damages.

5.3 Bills of exchange or cheques will only be accepted by prior agreement and only on account of performance and on condition that they are discountable. Discount expenses will be charged from the due date of the invoice. A guarantee on the timely presentation of the bill of exchange or of the cheque and on the protest of a bill will be excluded.

5.4 Partial deliveries will be considered a completed business and are subject to the above terms of payment.

5.5 In case the seller has indisputably delivered partially defective goods, the buyer will nevertheless be obliged to effectuate the payment for the defect-free portion, unless the partial delivery is of no interest to him. As for the rest the buyer will only be entitled to a set-off or retention in case of claims that are undisputed and have been recognized by declaratory judgment.

5.6 Notifications of defects will not be a release from the obligation of payment in due time. In case the buyer does not fulfil the contract, the seller will be entitled, on account of the lost profit and/or the handling costs and the administrative expense, to claim damages from the buyer in form of a fixed lump sum to the amount of 25% of the net value of goods. The assertion of a claim for further and provable damages will be reserved.

6. Deliveries

6.1 The correct and timely supply by pre-suppliers is the precondition for the observance of delivery deadlines.

6.2 If the seller defaults in delivery and if a reasonable period of grace, to be fixed by the buyer, has expired without being used, the buyer is entitled to withdraw
from the contract. This withdrawal will have to be declared without delay and in writing after the expiration of the fixed period of grace.

6.3 In case the delivery is delayed because of circumstances beyond the seller’s control, like force majeure, labour disputes, unrest, official measures, failure of supplies by the pre-suppliers and other unforeseeable, inevitable, serious incidents, the delivery period will be extended by the duration of this delay and of an adequate   deadline for delayed delivery.              

6.4 Partial deliveries will be admissible to a reasonable extent. They will be charged separately.
6.5 In case of call orders the seller will be entitled to procure the material for the total order and to immediately produce the total order size, as far as other agreements have not been reached. As a result, possible requests for changes or alterations by the buyer after the placing of orders cannot be considered, except as otherwise agreed upon.

7. Qualities, Guarantee

7.1 Obvious defects have to be notified in writing within
8 calendar days after receipt of the goods.

Hidden defects have to be given notice of without delay after they have become known, at the latest within 8 calendar days. The duties of examination according to § 377 HGB (Section 377 of German Commercial Code) will remain in force.

7.2 If the acceptance is carried out by the buyer or his authorized representative, later notices of defects will be excluded.

7.3 Agreed qualities as defined by § 434 Abs. 1 BGB (Section 434 Paragraph 1 of German Civil Code) will have to be expressly marked as such. Designations of article numbers and sizes in illustrations and records in the offers and catalogues are not binding. The seller reserves the right to bring them up to date.

7.4 The condition of the goods will exclusively comply with the agreed technical delivery regulations. If the seller has to deliver according to drawings, specifications, samples and the like of the buyer, the latter will take on the risk of the fitness of goods for the intended contract purpose. The time at which the risk shall pass will be decisive for the condition as stipulated in the contract.                      .

7.5 The seller will not answer for material defects that result from unsuitable or improper use, defective assembly by the buyer or third parties, usual wear and tear, defective or negligent treatment; the same applies to the results of
improper modifications or repairs, done by the buyer or third parties without the seller’s consent, and the same
will also apply to defects that reduce the value or the suitability of the goods only insignificantly.

7.6 As far as roller brushes and side brushes with bristles that contain wire material are concerned, bristle losses may occur at any time despite of an utmost carefulness in the selection, the quality control and the processing of wire raw-material. In this regard, the seller will not make any guarantee, and he also excludes any warranty claims including those for consequential damages. The seller expressly warns against a utilization in agricultural plants and in areas where children spend some time (schools, kindergartens etc.)

7.7 Claims for material defects become statute-barred
after 12 months. This will not be applicable in cases in which there are mandatory legal provisions demanding longer terms.

7.8 The seller must be given the opportunity to establish the defect that he was given notice of. On request, delivered goods that have been complaint about are to be immediately sent back to the seller. The seller takes over the transport charges if the notification of defects is justified.  
If the buyer does not meet his obligations or if he makes modifications of the goods that have already been given notice of without the seller‘s consent, he will lose the right to any possible claims for material defects.

7.9 If a warranty right exists, the seller may remedy the defect or supply replacement/s. In case of a failed rectification of defects or replacement the buyer will be entitled to claim a reduction after fixing a time limit, to withdraw from the contract or to carry out the required rectification himself or to have this done by a third party at the seller‘s expense and risk. If the rectification has been successfully carried out by the buyer or a third party any claims of the buyer are compensated by the reimbursement of the incurred costs. A reimbursement will be excluded in so far as the expenses increase because the goods have been taken to a different place after the delivery, unless that procedure corresponds to the utilization of the goods
in accordance with the regulations.

7.10 Legal recourse claims on the part of the buyer against the seller will only exist in so far as he has not entered an agreement with his customer which goes beyond the legal   claims based on defects. Concerning the scope of the recourse claims, Item 7.9, last sentence, shall apply analogously. The legal regulations on the burden of proof remain unaffected by this.

7.11 Quantity differences and weight differences up to 10% will be reserved.

8. Exclusion of Liability

8.1 The liability will be exclusively subject to the above conditions. All the claims that have not been expressly conceded there, including claims for damages – no matter on which legal ground – are excluded. This will particularly apply to damage claims on account of breaches of duties at the opening of contract negotiations and at the initiation of the obligation and because of a tortious act. Therefore the seller will not be liable for damages that have occurred at the delivered goods themselves. Above all, he will not be liable for loss of profit or other financial losses to the buyer.

8.2 The above limitations on liability will not be applied in case of intention or gross negligence of the seller’s legal representative or executive as well as in case of culpable breaches of important contractual obligations. In cases of culpable violations of important contractual obligations the seller will only be liable - apart from the cases of intention or of gross negligence by the legal representatives or executives – for the contract-typical, reasonably foreseeable damage.

8.3 In addition, the limitation on liability will not be applied in those cases in which there is liability according to the Product Liability Act (‘Produkthaftungsgesetz’ in German) in case of defects of the delivered goods for personal injury or damage to property concerning privately used objects. Apart from that, it will not be applicable in cases of injuries to life, body or health and in case of missing qualities that had been agreed upon, if and as far as the agreement had the express purpose of insuring the buyer against damages that had not incurred to the delivered merchandise itself.

8.4 As far as liability has been excluded or limited, this will also apply to the individual liability of the employees, legal representatives and vicarious agents of the seller.

9. Place of Performance, Place of Jurisdiction, Applicable Law

The seller’s seat of the company will be the place of performance for any deliveries and payments. As regards the subject matter and the local jurisdiction, the Amtsgericht (Local Court of) Osnabrück/Germany will
be competent for any disputes arising from this contract, without paying consideration to the value of the matter in controversy.

This will also apply to actions on bills and cheques.

The Amtsgericht Osnabrück as place of jurisdiction will also be competent if the buyer does not have a general legal domicile in the Federal Republic of Germany.

The contractual relationship will exclusively be governed by the laws of the Federal Republic of Germany.

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG – „Wiener Kaufrecht“) (“Vienna Sales Convention“),
dated 11 April 1980, will be excluded.

If the buyer is not a ‘Vollkaufmann’ (merchant who has been entered into the commercial register as a merchant)
as defined by the German commercial law he will have to immediately inform the seller of this fact.