Terms and Conditions
Terms and Conditions of Sale and Delivery
1. General Provisions
1.1. These Terms and Conditions of Sale and Delivery (hereinafter referred to as "Terms") apply to entrepreneurs within the meaning of Sections 14 and 310 (1) of the German Civil Code (BGB), legal entities under public law, and special funds under public law.
1.2. These Terms apply to all deliveries by SCHIFFSDIESELTECHNIK KIEL GmbH (hereinafter referred to as SDT) in connection with the contract with the Client.
1.3. Deviating general terms and conditions of the Client shall only apply to the extent that SDT has expressly agreed to them in writing. These Terms shall apply in particular to contracts with Clients even if SDT provides services without reservation while being aware of conflicting or deviating general terms and conditions of the Client. In such cases, the unconditional provision of services by SDT does not constitute express consent to the Client's general terms and conditions.
2. Offer, Conclusion of Contract, Right of Withdrawal
2.1. Offers from SDT are subject to change without notice. They constitute non-binding invitations to the Client to submit a binding offer by placing an order with SDT.
2.2. SDT may accept the offer submitted by the Client within a period of 2 weeks after receipt. Acceptance by SDT is effected by sending an order confirmation to the Client by post, fax, or email, or by providing the services to the Client.
2.3. Insofar as SDT is prevented from providing the contractually owed services to the Client due to incorrect and/or untimely delivery by its suppliers, SDT is entitled to withdraw from the contract, provided that SDT is not responsible for such an obstacle to performance. The same applies in cases of unforeseeable operational disruptions, such as force majeure, strikes, lockouts, or unavoidable shortages of raw materials. In the event of such an obstacle to performance, the Client will be informed by SDT immediately. If SDT wishes to withdraw from the contract in this case, SDT will exercise its right of withdrawal immediately. Any consideration already provided will be refunded to the Client without delay.
2.4. If the Customer wishes to make use of a right of withdrawal granted by SDT in an individual contract, the Customer must remunerate all services provided up to that point, even if they are only partial services, and pay for materials already purchased by SDT; these will be handed over to the Customer after payment. SDT's accounting in the case of the first sentence shall be carried out in accordance with the provisions of Section 649 BGB. The aforementioned legal consequences do not apply to the Customer's statutory right of withdrawal.
2.5. SDT reserves ownership and copyrights to all cost estimates, drawings, samples, and other information, including in electronic form. These documents and the information contained therein may not be made accessible to third parties and must be returned to SDT immediately upon request or if the order is not placed, and all copies must be permanently destroyed.
3. Delivery Dates and Delivery Time, Force Majeure
3.1. Delivery dates and delivery times result from the contractual agreements. In this respect, they are approximate specifications. The calculation of the specified delivery times starts from the conclusion of the contract. The Client may request SDT in writing, by fax, or by email to deliver within a reasonable period ten days after the non-binding delivery date has been exceeded; SDT shall be in default of performance upon receipt of the request.
3.2. If non-compliance with delivery periods is due to force majeure, e.g., mobilization, war, riot, or similar events for which SDT is not responsible, e.g., strike or lockout, the periods shall be extended by the times during which the aforementioned event or its effects persist.
3.3. Partial deliveries are permissible insofar as they are reasonable for the Client. Any resulting additional costs shall be borne by SDT.
4. Transfer of Risk, Acceptance
4.1. EXW Incoterms® 2010 at SDT's plant applies to transport, transfer of risk, and acceptance.
5. Installation and Assembly by SDT
5.1. If installation and/or assembly of the delivery item at the place of installation is to be carried out by SDT, this must be agreed upon separately.
5.2. In this case, the separate Installation Terms of SDT shall additionally apply.
6. Retention of Title
6.1. SDT retains title to the delivery item until all claims to which SDT is entitled against the Client from the business relationship have been fulfilled. In the case of an agreed current account, the retained title to the delivery item serves as security for SDT's balance claim.
6.2. During the duration of the retention of title, the Client must insure the delivery item against damage and loss at its own expense. It must be agreed in the insurance contract that the rights from the insurance contract belong to SDT. Proof of the insurance policy and the payment of the insurance premiums must be provided to SDT upon request.
6.3. The Client is permitted to process or transform the delivery item (hereinafter referred to as Processing). Processing is carried out for SDT; however, if the value of the delivery item belonging to SDT is less than the value of the goods not belonging to SDT and/or the processing, SDT shall acquire co-ownership of the new goods in the ratio of the value (gross invoice value) of the processed delivery item to the value of the other processed goods and/or the processing at the time of processing. Insofar as SDT does not acquire ownership of the new goods according to the above, SDT and the Client agree that the Client grants SDT co-ownership of the new goods in the ratio of the value (gross invoice value) of the delivery item belonging to SDT to that of the other processed goods at the time of processing. The preceding sentence applies accordingly in the case of inseparable mixing or combining of the delivery item with goods not belonging to SDT. Insofar as SDT acquires ownership or co-ownership of the new goods, the Client shall keep it for SDT with the care of a prudent businessman.
6.4. The Client may resell the delivery item and the new goods in the ordinary course of business. The Client hereby assigns its claims from a resale of the delivery item or the new goods with all ancillary rights to SDT as security. The assignment includes any balance claims. SDT hereby accepts this assignment. However, the assignment only applies to the amount corresponding to the price of the delivery item invoiced by SDT. The portion of the claim assigned to SDT shall be satisfied with priority.
6.5. Until revoked, the Client is authorized to collect the claims assigned to SDT. The Client shall immediately forward payments made on the assigned claims to SDT up to the amount of the secured claim. In the event of legitimate interests, in particular default of payment, suspension of payment, opening of insolvency proceedings, protest of a bill, or justified indications of over-indebtedness or imminent insolvency of the Client, SDT is entitled to revoke the Client's collection authorization. Furthermore, SDT may, after prior warning and compliance with a reasonable period, disclose the security assignment, realize the assigned claims, and demand that the Client disclose the security assignment to its customers. Upon substantiation of a legitimate interest, the Client must provide SDT with the information required to assert its rights against the customers and hand over the necessary documents.
6.6. In the event of breaches of contract by the Client, in particular default of payment, SDT is entitled to demand the return of the delivery item or the new goods and/or—if necessary after setting a deadline—to withdraw from the contract even without setting a deadline; the Customer is obliged to return the items. A demand for the return of the delivery item/new goods does not constitute a declaration of withdrawal by SDT unless this is expressly stated by SDT. SDT is entitled to enter the Client's business premises for this purpose.
6.7. During the existence of the retention of title, the Client is prohibited from pledging or assigning the delivery items or the new goods in the (co-)ownership of SDT as security. In the event of seizures, confiscation, or other dispositions or interventions by third parties, the Customer must notify SDT immediately.
7. Prices, Payment Terms
7.1. All prices are ex works. Packaging, freight, and installation, as well as any statutory value-added tax, are to be remunerated separately.
7.2. Payments are to be made without any deduction to the specified bank account of SDT. Any agreed acceptance of checks and bills of exchange is for the purpose of fulfillment. Check and bill charges and other costs arising from their redemption, as well as costs due to transfers in currencies other than Euro, shall be borne by the Client.
7.3. The Client may only set off against claims of SDT if the Client's counterclaim is undisputed, legally established, or recognized by SDT.
7.4. The Client may only assert a right of retention insofar as it is based on claims from the same contractual relationship.
8. Warranty Claims
8.1. In the event of defects, the statutory regulations apply to the Client's warranty claims, subject to the following provisions.
8.2. The Client may only assert warranty claims on the condition that it has properly fulfilled its obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).
8.3. Insofar as SDT is obliged to provide supplementary performance to the Client, SDT is entitled, at its choice, to supplementary performance in the form of rectification of defects or delivery of a new defect-free item.
8.4. The number of rectification attempts to be accepted by the Client in the event of a defect depends on the circumstances of the individual case, taking into account good faith. Only after these rectification attempts have been unsuccessful shall supplementary performance be deemed to have failed, deviating from Section 440 BGB.
8.5. For warranty cases that occur abroad and are rectified there, SDT only assumes costs up to
the maximum amount that would have been incurred for the rectification of defects domestically. The Client shall bear any costs exceeding this.
8.6. The warranty period is 12 months.
8.7. Warranty claims do not relate to natural wear and tear and parts that, due to their nature or type of use, are subject to wear or premature consumption, nor to damage resulting from unsuitable or improper storage, treatment or use, excessive stress, unsuitable operating materials, defective construction work or foundations, unsuitable building ground, chemical, electrochemical or electrical influences, and other circumstances occurring after the transfer of risk that arose without circumstances for which SDT is responsible.
8.8. Warranty claims are excluded insofar as
8.8.1. the installation and commissioning of the delivery item by the Client was not carried out in accordance with SDT's instructions or was otherwise improper,
8.8.2. the Client has not observed SDT's regulations regarding the treatment, maintenance, and inspection of the delivery item,
8.8.3. the Client has carried out improper repair work or modifications to the delivery item without SDT's consent or has had them carried out by third parties,
8.8.4. spare parts are installed that SDT did not deliver or that were installed without SDT's consent,
8.8.5. the defect is based on materials or parts supplied by the Client or a design specified by the Client.
9. Limitation of Liability
9.1. In cases of intent or gross negligence by SDT or one of its representatives or vicarious agents, as well as in the event of culpably caused injury to life, body, or health, SDT is liable according to the statutory provisions. Otherwise, SDT is only liable under the Product Liability Act, due to the culpable breach of essential contractual obligations, or insofar as SDT has fraudulently concealed the defect or assumed a guarantee for the quality of the delivery item. Essential contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract. However, the claim for damages for the culpable breach of essential contractual obligations is limited to the contract-typical foreseeable damage, unless another of the cases listed in sentence 1 or sentence 2 is present at the same time.
9.2. The provisions in Section 9.1 apply to all claims for damages (in particular for damages in addition to performance and damages instead of performance), regardless of the legal grounds, in particular due to defects, breach of obligations from the contractual relationship, or tort. They also apply to the claim for reimbursement of futile expenses.
10. Applicable Law, Place of Jurisdiction
10.1. The legal relationship between the parties shall be governed exclusively by the law of the Federal Republic of Germany.
10.2. The sole place of jurisdiction for all disputes arising out of or in connection with the contractual relationship between the parties is the registered office of SDT.
Terms and Conditions of Sale and Delivery (06/2018)
Terms and Conditions of Purchase
1. General Provisions
1.1. These Terms apply to all, including future, deliveries by the Seller to Schiffsdieseltechnik Kiel GmbH (hereinafter referred to as SDT) during the ongoing business relationship.
1.2. Deviating general terms and conditions of the Seller shall only apply to the extent that SDT has expressly agreed to them in writing.
2. Request for Quotation and Conclusion of Contract
2.1. SDT reserves ownership and copyrights to the technical specifications, construction descriptions, drawings, samples, and other information, including in electronic form, handed over to the Seller. These and their contents may not be made accessible to third parties and must be returned immediately upon request, after completion of the inquiry, or after processing of the order.
2.2. A contract is concluded exclusively on the basis of written orders issued by SDT. Orders placed verbally or by telephone in advance must be confirmed in writing by SDT. The Contractor must, for its part, confirm SDT's written orders and confirmations in writing without delay.
3. Delivery Time
3.1. The delivery time results from the agreements between the parties. It must be strictly observed. In the event of non-compliance, the Seller shall be in default even without any further reminder or request by SDT.
3.2. In the event of an imminent failure to meet a delivery date, the Seller must notify SDT immediately. In the event of default by the Contractor, SDT shall be entitled to the statutory rights.
4. Delivery, Packaging, Shipping Notice
4.1. The delivery items are to be delivered DDP Incoterms 2010 at the SDT plant at the expense and risk of the Contractor (place of performance). SDT must be notified of the shipment in text form on the same day.
4.2. If shipment is carried out at the expense and risk of SDT due to a deviating agreement, the Contractor must notify the shipment in good time so that SDT can take out appropriate transport insurance.
4.3. The Contractor must enclose a detailed packing slip with all deliveries. Technical test and acceptance certificates must be handed over at the same time as the delivery is received by SDT.
4.4. Packaging will be charged by SDT at 2/3 of the amount invoiced by the Seller to SDT in the event of carriage-paid return.
4.5. Deposits for packaging provided on loan must not appear as part of the goods invoice but must be invoiced separately.
5. Warranty Claims
5.1. The Seller waives the objection of late notice of defects (Sections 377, 381 (2) HGB) for obvious defects, provided these are reported within 10 working days after delivery.
5.2. In the event of material and legal defects, SDT shall have the statutory warranty claims, subject to the following regulations.
5.3. If SDT demands supplementary performance, the Seller must, at SDT's choice and free of charge for SDT, rectify the defects or deliver new items.
5.4. If the defective delivery item is on board a ship or in other large installations, the Seller must carry out rectifications free on board the ship or free at the location of the installation.
5.5. In cases of particular urgency, SDT is entitled to carry out the necessary measures to rectify defects itself or have them carried out by third parties at the Contractor's expense immediately after notifying the Contractor. This also applies if the Contractor has not provided supplementary performance within a reasonable period set by SDT, has refused supplementary performance from the outset, or if supplementary performance has failed or is unreasonable for SDT.
5.6. For delivery items installed on ships, the warranty period begins with the delivery of the ship to SDT's customer, and for delivery items installed in machinery systems, with the commissioning of the system. For other delivery items: If acceptance has been agreed, the period begins with this; otherwise, upon transfer of risk.
6. Payment Terms
6.1. The purchase price becomes due for payment 30 days after receipt of the invoice. If the invoice is received by SDT before delivery, the period begins with the receipt of the delivery and, if agreed, successful acceptance.
6.2. For payments within 8 days, SDT is entitled to deduct a 3 percent discount, and for payment within 15 days, a 2 percent discount.
7. Transfer of Rights and Obligations, Damages
7.1. The transfer of the Seller's rights and obligations from the contractual relationship with SDT to third parties requires the prior written consent of SDT.
8. Insurance
8.1. During the execution of the order, the Seller must maintain liability insurance with a minimum coverage of EUR 525,000.00 for property damage and EUR 105,000.00 for processing damage.
8.2. Proof of the existence of the insurance must be provided to SDT without request before the start of delivery.
9. Place of Jurisdiction, Choice of Law
9.1. The place of jurisdiction for all disputes arising out of or in connection with the contractual relationship between the parties is the registered office of SDT.
9.2. The legal relationship between the parties shall be governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Terms and Conditions of Purchase (06/2018)
Installation Terms
1 General Provisions
1.1 These Installation Terms (hereinafter also referred to as "Terms") apply to entrepreneurs within the meaning of Sections 14 and 310 (1) BGB, legal entities under public law, and special funds under public law.
1.2 If the Terms and Conditions of Sale and Delivery of Schiffsdieseltechnik Kiel GmbH (hereinafter referred to as SDT) are also agreed upon, they shall only apply insofar as they do not conflict with these Installation Terms.
2 Dates, Selection, Preparation for Installation
2.1 The dispatch of the installation personnel takes place on the agreed date. If no date has been agreed, the dispatch takes place as soon as possible after request by the Client, taking into account SDT's order situation. The selection of the installation personnel is made by SDT with the necessary care. SDT is entitled to exchange fitters during the installation assignment.
2.2 The Client must make all preparations for the installation so that the installation can be started immediately upon arrival of the installation personnel and carried out quickly and without personal or material danger to the installation personnel.
2.3 The Client must provide a suitable and lockable room for the installation personnel to stay in, as well as for the safe storage of the installation equipment and delivery parts. The Client is liable for all damage incurred by the installation personnel or SDT, in particular through loss and/or damage to personal property, the installation equipment, or the delivery parts, unless the installation personnel are at fault.
The Client undertakes:
a) Provision of auxiliary staff in the number notified and required by SDT and with the necessary suitability. SDT's installation personnel may demand the replacement of unsuitable staff, which the Client must comply with immediately. Within the scope of the installation to be carried out by SDT, the auxiliary staff must follow the instructions of the installation personnel.
b) Provision of the necessary scaffolding and lifting gear, other required equipment, and consumables.
c) Unloading and transport of the items to the installation site as well as reloading at the Client's plant.
2.4 Should a delay occur without SDT's fault because the Client has not or not sufficiently made the necessary preparations according to Section 2.2 or does not sufficiently comply with the duties to cooperate according to Section 2.3, the Client must bear all resulting additional costs. These include, in particular, the additional costs incurred by providing the installation personnel and the required installation equipment beyond the originally calculated time.
3 Accident Prevention Regulations
3.1 The accident prevention regulations of the professional association must be observed by both the Client and SDT's installation personnel.
3.2 The Client must inform the installation personnel in text form of any additional accident prevention regulations to be observed in good time before the start of the work, in particular those to be observed due to the type of system on which the installation is to be carried out and the health hazards emanating from it for the installation personnel employed.
3.3 The working hours of SDT's installation personnel are based on the applicable statutory provisions. During execution, SDT's installation personnel will adapt as far as possible to the working hour regulations applicable at the Client's site within the scope of these provisions.
4 Billing, Installation Rates
4.1 Estimates regarding the cost and duration of the installation work or related repair work at SDT's plant are only non-binding estimates.
4.2 Unless fixed prices or total prices are expressly agreed, installations are billed according to actual effort, taking into account the applicable unit prices.
4.3 Insofar as repair and maintenance work must be carried out partially at SDT's plant, the Client shall bear the additional transport costs incurred for transport to and from SDT's plant.
4.4 If no hourly rates, per diem rates, regulations on travel costs, etc., have been agreed for individual services, SDT will charge its usual rates for these services.
4.5 In the event of a fitter falling ill on site, the Client shall ensure the necessary medical care and—if necessary—transfer to a suitable hospital, with simultaneous and immediate notification to SDT. If necessary, the Client shall advance the resulting medical and hospital costs, which will be reimbursed by SDT upon presentation of the invoice.
4.6 If the replacement of an incapacitated fitter is necessary, the Client shall bear the travel costs of the new fitter.
4.7 Insofar as the installation personnel present the Client with a performance record, e.g., an hourly record or a weekly installation sheet, the Client must check this for correctness and sign it. By signing, the Client confirms the correctness of the performance record and thus its binding nature for the subsequent calculation of the remuneration. If the Client refuses to sign, it must assert its objections to the performance record against SDT in writing without delay, stating the reasons. Otherwise, the burden of proof for the correctness of the remuneration calculated on this basis shall pass to the Client.
4.8 SDT has the right to request reasonable advance payments for services still to be provided as well as progress payments for services already provided and to submit corresponding interim invoices for this purpose.
4.9 The invoice amount is due for payment immediately upon receipt of the invoice without deduction.
5 Place of Jurisdiction, Choice of Law
5.1 The place of jurisdiction for all disputes arising out of or in connection with the contractual relationship between the parties is the registered office of SDT.
5.2 The legal relationship between the parties shall be governed exclusively by the law of the Federal Republic of Germany.
Installation Terms (06/2018)