Terms of service
0. Validity
These terms and conditions shall apply to all present and future transactions between SATTLER GmbH (hereinafter also referred to as "Contractor") and the Customer. We shall not be bound by any deviating terms and conditions of the Customer (Buyer) which we have not expressly acknowledged, even if we do not expressly object to them despite being aware of them or deliver without reservation.
1. Offer and conclusion of contract
(1) Our offers are subject to change. Declarations, in particular verbal subsidiary agreements, promises, guarantees and other assurances by the sales staff shall only become binding upon written confirmation by SATTLER GmbH.
(2) The contract shall only be concluded upon written confirmation of the order by the Contractor or upon delivery of the goods. If the order confirmation deviates from the order, the Customer must object to it in writing within one week of receipt, otherwise the content of our order confirmation shall apply.
(3) The documents belonging to the offer such as drawings, illustrations, technical data, references to standards as well as information in advertising material shall not be deemed to be warranties of characteristics unless they are expressly designated as such in writing.
4) Deviations of the delivery item from offers, samples, trial and preliminary deliveries are permissible in accordance with the respective valid DIN/EN/ISO standards or other relevant technical standards in the interest of SATTLER GmbH, if and to the extent that this is not unreasonable for the Customer.
(5) Our offers shall only be valid for the period specified.
2. Prices
(1) A binding price shall only be determined upon written order confirmation by the Contractor and subject to the proviso that the order data on which the order confirmation is based shall remain unchanged. Unless otherwise agreed, SATTLER GmbH's prices are quoted ex our works, excluding packaging, in EURO plus the statutory value added tax applicable at the time of delivery, unless otherwise stated.
(2) Packaging, postage, insurance and other shipping costs are not included and will be invoiced additionally. These costs shall be stated in full upon submission of the offer or order confirmation, unless weights and packaging sizes cannot be determined with certainty at that time.
3. Delivery of goods, delivery quantity, delivery time, partial delivery, transfer of risk
(0) Delivery, shipping methods
Standard delivery costs within Germany (net excluding VAT):
(all levels: insured, with delivery tracking; maximum 31.5kg)
Gross weight up to 3.0 kg: €6.70
Gross weight up to 5.0 kg: €9.25
Gross weight up to 10.0 kg: €11.90
Gross weight over 10.0 kg: €18.50
Standard runtimes: 2-3 working days
Express delivery costs only within Germany (net excluding VAT):
(all levels: insured, with delivery tracking; maximum 31.5kg)
Gross weight up to 3.0 kg: 10:00 a.m. = €27.50; 12:00 p.m. = €22.00
Gross weight up to 5.0 kg: 10:00 a.m. = €34.10; 12:00 p.m. = €27.50
Gross weight up to 10.0 kg: 10:00 a.m. = €40.70; 12:00 p.m. = €34.10
Gross weight up to 15.0 kg: 10:00 a.m. = €47.30; 12:00 p.m. = €40.70
Gross weight over 15.0 kg: 10:00 a.m. = €69.30; 12:00 p.m. = €62.70
Standard runtimes: depending on the option booked, arriving by 10:00 a.m. or 12:00 p.m. the following day.
Delivery on the following working day is only possible if the order is received by 10:00 a.m.
Express delivery is only possible from Mon-Fri.
For international shipping other shipping conditions apply, these are shown in the store.
For information on shipping to countries not listed, please contact us using the form "Contact". We will offer an individual solution here.
(7) In call orders, SATTLER GmbH is entitled to produce the entire order quantity in one batch. Any changes to the order cannot be considered after it has been placed, unless expressly agreed upon. Call-off dates and quantities can only be complied with within the scope of our delivery and production capabilities, unless fixed agreements have been made. If the goods are not called off in accordance with the contract, SATTLER GmbH is entitled to invoice them as delivered after a reasonable deadline has passed - but no later than 1 year.
(1) A production-related over- or underdelivery of up to 10% of the ordered quantity is permissible.
(2) The agreed delivery period always applies after clarification of all technical and commercial details. In this regard, they are generally non-binding delivery periods. Delivery dates are only binding if they have been confirmed in writing to the purchaser as such.
(3) If an action by the purchaser is required for the manufacture of the product or for the execution of the delivery, the delivery period does not begin until the purchaser has completed this action in full. Such an action is, for example, the provision of all documents required for the execution of the order, if applicable, the timely, free of charge, and defect-free provision of materials in accordance with agreed specifications with an appropriate surcharge for any waste as well as the completion of agreed-upon down payments by the purchaser.
(4) In the event of exceeding the delivery period, the purchaser must grant a reasonable grace period, which must not be less than three weeks. This grace period regulation applies only to non-binding delivery dates.
(5) Force majeure, operational disruptions, and similar unforeseeable circumstances that are of significant influence on the manufacture or delivery of the delivery item and are not attributable to SATTLER GmbH extend the delivery period to an appropriate extent, provided that they are demonstrably significant. This also applies if the circumstances occur at upstream suppliers. In these cases, the purchaser is not entitled, in particular, to withdraw from the contract and/or to claim damages. The purchaser has the statutory claims as a result of impossibility.
(6) If the delivery period, including the reasonable grace period, is not met, SATTLER GmbH is liable exclusively for the invoice value of the quantity of goods that were not delivered on time, up to a maximum of the negative interest. If the contractor is in default, the purchaser can withdraw from the contract to the extent that the goods have not left the factory by the deadline after a reasonable grace period has expired. Claims for damages due to delay and non-performance are governed by point 5, breach of duty, of these terms and conditions.
4. Warranty
(1) The warranty period for newly manufactured goods is 12 months from the date of delivery. These warranty periods shall apply unless other agreements have been made.
(2) The Purchaser shall inspect the goods for defects immediately after delivery. SATTLER GmbH must be notified of obvious defects immediately, at the latest 3 days after receipt of the goods. If obvious defects are not reported, not reported in time or not reported in the correct form, it shall be assumed that the goods were delivered free of defects and the warranty shall not apply in this respect.
(3) The Contractor shall be entitled to effect subsequent performance at its discretion. This means that SATTLER GmbH shall decide whether, while reasonably safeguarding the interests of the Customer, to remedy the defect or to make a new delivery.
(4) If the supplementary performance fails, the contractor shall be entitled to a repeated supplementary performance. Also in the case of a repeated supplementary performance, the Contractor shall decide between new delivery or removal of the defect.
(5) The Customer shall only be entitled to withdraw from the contract and/or to claim damages if the subsequent performance has repeatedly failed. A claim for damages shall only exist within the scope of the provisions set forth in "5. Breaches of Duty".
(6) If no other written agreement is effectively made with regard to the delivery quality, a delivery quality according to ISO2859-1 AQL 0.4, sample size "normal" (Level II) shall apply for usual quality features. If fewer defective parts than permitted here are discovered in a random sample, SATTLER GmbH may reject a complaint about the parts.
5. Breach of duty
(1) SATTLER GmbH shall only be liable for breach of contractual and non-contractual obligations, in particular for impossibility, delay, culpa in contrahendo and permitted actions - including for executive employees and other vicarious agents - in cases of intent and gross negligence.
(2) This exclusion shall not apply in the event of injury to life, body and health of the Customer, breach of cardinal obligations, i.e. obligations arising from the nature of the contract and the breach of which endangers the achievement of the purpose of the contract, in the absence of warranted characteristics, in cases of mandatory liability under the Product Liability Act and in the event of compensation for damage caused by delay (§ 286 BGB). In this respect, we shall be liable for any degree of fault. However, as far as damages are concerned which do not result from injury to life, body and health of the customer, we shall only be liable for the typically occurring damage.
(3) SATTLER GmbH is in principle not liable for breaches of duty resulting from work performances which were provided in accordance with drawings, print templates or samples checked by the Customer and released by the Customer as production documents. The Contractor shall not be liable for the constructive design and correctness of the reproduced templates.
(4) The Contractor shall, however, be obliged to inform the Ordering Party without delay - insofar as this is recognizable - of the impossibility of the technical implementation of the templates.
(5) In particular, the Contractor shall not be liable for the infringement of third party industrial property rights in the event of work being performed according to the Customer's specifications. The Contractor shall not be obliged to examine the intellectual property rights of third parties.
6. Terms of payment
(1) Unless otherwise agreed, SATTLER GmbH invoices are to be paid in advance or using the PayPal payment service. For business customers we allow a purchase on account from a net value of goods of € 50,--. The stated invoice amount is payable within 14 days net from the date of invoice. Invoices for development services, molds and tooling cost shares are each due immediately upon receipt and without deductions. Payment shall be made within these periods in such a way that the Contractor has the amount required to settle the invoice at the latest on the due date.
(2) Counterclaims which are disputed by SATTLER GmbH, which are not ready for decision or which have not been legally established shall not entitle the Customer to withhold or offset payment. In the event of defects in the delivery, the Purchaser's counterclaims, which serve to establish the contractual performance, shall remain unaffected.
(3) In the event that the target date is exceeded, at the latest after a reminder, the Contractor shall be entitled to demand interest in the amount of 8% above the base interest rate, whereby mutual proof of a deviating damage caused by default shall be possible at any time.
(4) Bills of exchange shall not be accepted, checks shall only be accepted on account of performance and subject to crediting.
(5) If the Customer is in default of payment, SATTLER GmbH shall be free to refuse further performance of the contract.
(6) The contractor is entitled to demand advance payments or sufficient security.
(7) If the Customer refuses advance payment or security, the Contractor may withdraw from the contract and claim damages.
(8) Incoming payments shall, irrespective of any provision to the contrary by the Ordering Party, in each case settle costs, then interest and finally the principal claim; in the case of several claims, the older claim shall be settled first.
7. Retention of title
(1) We reserve title to the delivered goods until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to take back the object of sale if the customer acts in breach of contract.
(2) As long as ownership has not yet been transferred, the Customer shall immediately notify SATTLER GmbH in writing if the delivered goods are seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse SATTLER GmbH for the court and out-of-court costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the Customer shall be liable for the loss incurred by SATTLER GmbH.
(3) The Customer shall be entitled to resell the reserved goods in the ordinary course of business. The Purchaser hereby assigns to us the claims of the customer arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax). The assignment is hereby accepted by us. This assignment shall apply regardless of whether the goods have been resold before or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, as long as no application for the opening of insolvency proceedings has been filed or payments have not been suspended.
(4) Apart from that, disposals of the reserved goods are not permitted, in particular transfer by way of security or pledging.
(5) Items which have been made available to the Customer by the Contractor and which are not part of the work performance as such (e.g. drafts, design drawings, tools, etc.) shall remain the property of the Contractor.
8. Copyrights
(1) We reserve the right of ownership and copyright to cost estimates, drafts, drawings and other documents; they may only be made accessible to third parties with our consent. Drawings and other documents belonging to offers shall be returned upon request.
(2) Insofar as we have delivered items in accordance with drawings, models, samples or other documents provided by the Buyer, the Buyer shall guarantee that the industrial property rights of third parties are not infringed. If third parties prohibit us from manufacturing and delivering such items, in particular by invoking industrial property rights, we shall be entitled - without being obliged to examine the legal situation - to cease any further activity in this respect and to claim damages if the Buyer is at fault. The purchaser also undertakes to indemnify us immediately against all claims of third parties in connection therewith.
9. Test parts, molds, tools and other production devices
(1) The production of test parts and tools as well as manufacturing and modification costs for molds shall be borne by the Purchaser.
(2) Unless otherwise agreed, the Purchaser shall be charged full costs for molds, tools and other production devices. Thereby, the Customer acquires ownership. SATTLER GmbH and its subcontractors shall be provided with these tools and/or devices free of charge for the purpose of fulfilling the object of the contract.
(3) For moulds, tools and other production devices provided by the purchaser, liability is limited to the same care as in the purchaser's own business. Costs for maintenance and care shall be borne by the Purchaser unless separately agreed.
(4) Our obligation to store the goods shall expire - irrespective of the Purchaser's ownership rights - at the latest 2 years after the last production from the mold or tool according to the contract. After the end of this period, any return of the tools/equipment, storage or scrapping costs shall generally be borne by the purchaser.
10 Place of performance and jurisdiction
(1) The place of performance and exclusive place of jurisdiction shall be our registered office, unless otherwise stated in the order confirmation.
(2). This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
11. Final provisions
(1) The invalidity of individual provisions shall not affect the validity of the remaining provisions.
(2) In cases of doubt, the German version of these General Terms and Conditions shall prevail. Translations into other languages shall be regarded as guidelines.
SATTLER GmbH Elastomer & Polymer
Technology
Salmünsterer Str. 1
D-63607 Wächtersbach
July 2016