General Terms and Conditions of Sale, Delivery and

General Terms and Conditions of Sale, Delivery and Payment of Samedia SAS Zweigniederlassung Deutschland
I. General Terms
1. The entire business relationship (contracts, deliveries and other work and services) is governed by the
following General Terms and Conditions of Sale, Delivery and Payment (hereinafter “Terms”) of Samedia
SAS Zweigniederlassung Deutschland (hereinafter “User”), however limited to entrepreneurs, legal entities
under public law and special assets under public law. User’s Terms also apply to all future business
relations and transactions, even if not expressly agreed again. Any general terms and conditions by client
which depart from these Terms will not be recognized, also if their validity is not contested in individual
cases. Deviations from these Terms will be effective only if confirmed in writing by User.
II. Offers, quotations, contract closure and contract documents
1. User’s offers and quotations are at any time without engagement and may be revoked at any time as long
as they have not been accepted with legally binding effect.
2. Unless agreed otherwise, property rights and copyrights in the cost estimates and quotations, drawings
and other offer documents remain with User. The documents may be made accessible to third parties only
with User’s prior consent.
3. Minor changes or customary changes to the work and services which do not impair the intended use are
permitted, provided that client may be reasonably expected to accept such changes with due regard to the
mutual interests.
4. Unless otherwise agreed, the scope of the work and services will be subject to User’s written confirmation
of order. Ancillary agreements and changes require User’s written acknowledgement.
III. Prices, terms of payment
1. The prices given in the confirmation of order are valid. Unless agreed otherwise, the prices quoted are
valid ex factory plus the statutory value added tax (VAT). Costs of packaging, shipment and freight
insurance – if requested by client – will be paid by client. Any additional deliveries and work and services
will be invoiced separately.
2. For deliveries abroad, User is entitled to charge client extra for any VAT duty arising on delivery or work
and services which accrue owing to a VAT offence by client, and client is under the obligation to pay such
post-invoiced sales tax or VAT.
3. All deliveries are due and payable to User net and free of charges within 30 days after the date of invoice
if nothing else has been agreed upon if we have expressly indicated our consent.
4. Bills of exchange and cheques are deemed to be payments on account of performance.
5. Client may only offset claims which are undisputed or found to be effective in law.
6. In the event client defaults in payment, interest for default will be charged at the statutory rate. In such
case User is entitled at any time to prove and charge a higher interest loss.
7. If client suffers a substantial financial deterioration affecting client’s credit standing, or if User becomes
aware of such circumstances, User may declare all claims not subject to defence to be due at once and
assert a right of retention against all of client’s claims, also if such claims rest on other contracts, or may
demand concurrent payment against performance or demand that client provides collateral security.
IV. Delivery, delay, impossibility
1. The observance of the agreed delivery period is contingent upon the timely receipt of all documents to be
supplied by client, the required permits and approvals, in particular of plans, and the observance of the
agreed terms of payment and other obligations by client. If this is not the case, the delivery period will be
extended accordingly. Delivery dates begin on the date the acknowledgement or confirmation of order is
sent. This does not apply if the delay is User’s responsibility. Part deliveries and separate invoices therefore
are permitted to a reasonable extent.
2. The delivery period is deemed to be upheld if the delivered item until its completion has left User’s plant
or if notice of readiness to ship has been given.
3. In the event of a delay in delivery, client may withdraw from the contract after expiry of a reasonable and
additional respite ending without satisfaction; in the event of User’s impossibility to perform, client has this
right at once without such period of additional respite. This also applies if a part delivery becomes
impossible in an order and if client has a vested interest in declining such part delivery.
4. In the event of the non-availability of the promised work and services of which User was unaware at the
time of contract closure, User will be entitled to withdraw from the contract. User will in such case notify
client of the non-availability.
5. In the event of unforeseen obstacles outside User’s will and which User is unable to avert in spite of
diligent efforts commensurable with the case in hand – regardless of whether they arise at User or at a
subcontractor, e.g. delays in the supply of essential base materials, strike, lockouts, etc. – User will be
entitled to extend the delivery period by the duration of the obstacle or hindrance. User will notify client
forthwith of such circumstances. If such hindrance lasts longer than two months, both parties hereto may
withdraw from the part of the contract which is as yet unfulfilled, with client so entitled, however, only after a
reasonable additional respite.
6. If User is responsible for the non-observance of deadlines and dates promised with binding effect, or if
User is in default, client may claim default compensation in the amount of 0.5% for each full week of delay,
in total, however, no more than 5% of the invoice value of the work and services affected by the delay. Any
further claims will be ruled out, unless the delay is due to User’s gross negligence. User may provide proof
that no or only minor default damage has occurred.
7. Further claims for damages by client in all cases of delayed delivery are ruled out subject, however, to the
provisions in Section VIII herein. This also applies to client’s expenditure compensation claims under § 285
BGB (German Civil Code).
V. Shipment and passing of risk
1. User’s place of performance of its contractual duties is its place of business.
2. Goods are shipped solely at client’s request. Unless agreed otherwise, shipment routes and means of
transport are left to User’s choice.
3. The risk of deterioration and remuneration passes to client at the point in time when the goods are
handed to the hauler or freight carrier or to a person or entity determined and entrusted with the shipment
by User, at the latest, however, at the point in time the goods leave User’s warehouse. If the goods are
ready for shipment and the shipment or the acceptance is delayed for reasons for which client is
responsible, risk passes to client already on the date the notice of readiness of shipment is received. The
costs for any further warehousing then carried will be paid by client.
4. For improper packaging, User will be liable only for its own gross and culpable infringement and for its
vicarious or statutory agents ‘gross and culpable actions.
5. Items delivered, also if they show insubstantial defects, must be accepted by client, whose rights owing
to material defects remain unaffected.
6. In the event of the goods being damaged or lost during transport, an inventory control is to be made at
once and notice thereof must be given to User. Client must assert its claims arising from transport damage
directly against the hauler or freight carrier.
VI. Simple, prolonged and extended reservation of title
1. User retains ownership (goods under reservation of title) in all goods delivered by User until
payment in full of all of User’s claims arising from the business relationship. This also applies if the
price for certain goods designated by client has been paid, because the retained ownership serves
to secure the balance claim. Client is obliged to treat the goods belonging to User with utmost care.
2. Working and processing the goods under reservation of title are made by order of the User as
manufacturer, without any liability arising therefrom for User. If client blends, mixes, commingles or
processes the goods under reservation of title with other goods or redesigns these goods, User
acquires co-ownership in the new item in proportion of the value (invoice value) of the goods under
reservation of title to the other blended, mixed, commingled or processed objects. Client agrees to
store and keep safe User’s co-ownership.
3. Client may dispose of the goods under reservation of title owned by User only in the ordinary
course of client’s business. Any other disposal, in particular pledging or transfer by way of security
of the goods under reservation of title, is not permitted. Client here and now assigns by way of
security to User, and User accepts, any claims (including VAT) arising from the resale or any other
legal reason (insurance, tort) with respect to the goods under reservation of title. Client remains
authorized to collect the assigned claim in the ordinary course of business.
4. If the value of the security rights accruing to User exceeds the sum of all secured claims by more
than 20%, User is at client’s request obliged to release or retransfer the excess security.
5. Client’s authorization to dispose of the goods under reservation of title and to process, reshape,
blend, commingle and connect these goods and for collecting the assigned claims expires upon
failure to observe the terms of payment and upon client’s unauthorized disposal. User is in such
case authorized to withdraw from the contract and to take immediate repossession of the goods
under reservation of title. The same holds if insolvency proceedings are commenced against
client’s assets or if the opening of such proceedings has been filed for by anybody.
6. In the event of third party access to the goods under reservation of title, client will draw attention
to User’s ownership and immediately notify User thereof.
VII. Notice of defect, warranty, liability, limitation period
1. For User’s deliveries based on purchase contract or contract for delivery services, client must
carefully check the delivered items for any defects, shortages, etc. and give written and detailed
notice thereof at the latest within one week after handover or delivery. A defect already existing at
the time of handover detected later (hidden defect) must also be reported in writing immediately
after its discovery.
2. For substantial defects in the goods, User in its choice gives a warranty to rectify or to provide
substitute delivery.
3. Client must allow User sufficient time and opportunity for rectification or substitute delivery, as
User is otherwise released from the liability for the consequences arising therefrom.
4. If the rectification fails or is unacceptable for User, client has the right to withdraw from the
contract or reduce the contractually agreed price. Client’s option exercised between withdrawal and
reduction is binding for client. At User’s request, client must return the delivered item claimed to be
defective to User free of carriage charges. In the event of a justified notice of defect, User will
reimburse the costs of the most favourable shipment route; this does not apply if costs increase as
a result of the delivered item being located at a place other than the place of its proper use.
5. No liability will be accepted for natural wear and tear or for damage occurring after the passing of
risk as a result of incorrect or negligent treatment, excessive stress, etc. If client or a third party
improperly rectifies the delivered item, User will not be liable for any consequences arising
therefrom. The same applies to changes made to the delivered item without the prior agreement
given by User.
6. Unless specified otherwise in Section VIII of these Terms, any further claims by client for
whatever legal reason (in particular claims from the infringement of major and ancillary duties, tort,
culpability during contract closure and for any other tort liability) are ruled out; this also applies for
damage outside the purchase item and for claims for compensation for lost profit.
7. Client’s claims from warranty arising from or in connection with defects not related to delivered
items and which have caused the defectiveness of the construction after proper and usual use will
be statute limited 12 months after delivery / if acceptance is required or has been agreed, 12
months after acceptance. For claims for damages owing to bodily injury, damage to health, for
claims arising from manufacturer’s recourse pursuant to §§ 478, 479 BGB and for malicious or
willful conduct, the periods stipulated by law apply.
VIII. Damages and liability
1. For slightly negligent dereliction of duty, User’s liability is ruled out, unless this involves
attributable losses from bodily injury, damage to life and limb or to health, or breach of an essential
contractual duty. Essential contractual duties are duties upon whose full compliance by User the
client must rely by virtue of the nature of the legal transaction. In the event of an infringement of
essential contractual duties and with simple negligence, liability is ruled out for loss of profit and for
indirect and consequential damage, and limited to foreseeable damage typical for the contract.
2. Objections under the product liability laws or by virtue of any other imperative liability
circumstances remain unaffected. User is also liable without limitation for guaranteed
characteristics.
3. If User’s liability is ruled out or limited, liability is also ruled out or limited for User’s employees,
members of staff, representatives or other vicarious agents and User’s subcontractors.
4.In the event of expenditure compensation claims, the foregoing provisions apply accordingly
IX. Jurisdictional venue or forum, governing law
1. These Terms and the entire legal relations between User and client are governed by German
law, with the UN Vienna Convention on the Sale and Purchase of Goods dated 11 April 1980 not
applying.
2. Place of performance and jurisdictional venue for all claims and legal disputes including bills of
exchange and documentary suits is at User’s registered place of business.
3. If individual contractual provisions are, or become, ineffective in whole or in part, the remaining
provisions remain in full force and effect.
(last update 04/2016)

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