of the company M. Spenlé GmbH, Große Bahnhofstraße 39, D-99755 Ellrich, Phone: +49 (0)36332 7463-0, Fax: +49 (0)36332 74631
The business relationship is a relationship of mutual trust. We manufacture shoe lasts, especially orthopaedic shoe lasts and related products, in a proper and professional manner and on the basis of our many years of experience. We support our business partners with our employees and business facilities for consultation and careful execution. However, the complexity of the tasks makes the establishment of certain general rules necessary in the interest of legal certainty.
1. Our general terms and conditions apply exclusively. Terms of the customer which oppose or deviate from our terms and conditions are not accepted by us, unless we have expressly agreed to their validity in writing. Our terms and conditions also apply if we carry out the service to our customer without reservation, even if we are aware of conflicting or deviating conditions of the customer.
2. Our offers are without obligation. Orders shall only be legally binding after written confirmation by us. The same applies to amendments and adjustments or additional agreements.
3. The agreed prices are - unless expressly agreed otherwise - plus the industry-standard additional costs. If there is no price agreement, we shall bill our services according to the price list which is valid on the date the contract is concluded. Value Added Tax shall be paid extra, unless it is expressly stated within our prices; on the invoice, it is separately designated at the statutory rate on the day of invoicing.
4. Our invoices are due 30 days after the date of invoice; for payments until 10 days after the date of invoice - receipt by us - a deduction of 2% cash discount is allowed. If the customer is in default of payment, default interest of 4% above the discount rate of the Deutsche Bundesbank p.a. is to pay. If we are able to prove a higher damage caused by default, we are entitled to assert it.
5. The customer is only entitled to offset if its counterclaims have been determined without further legal recourse, are undisputed, or acknowledged by us.
6. The shipment of goods is always at the expense and risk of the purchaser or recipient. The risk is - regardless of the place of performance - passed to the purchaser or recipient after the delivery has been given to the carrier or the other commissioner who was assigned the use or transport. We are entitled to demand a freight cost advance.
7. We reserve title to the goods delivered until full payment thereof. If our contractual partner is a merchant, for which the contract is part of his trade, the retention of title also applies to the claims that we have from our ongoing business relation to our contractual partner. At the request of our contractor, we are obliged to refrain from the retention of title if our contractor has fulfilled all receivables in relation with the contract and if there is a reasonable assurance for the remaining claims from the current business relationship.
During the period of retention, our contractual partner is entitled to possess and use the subject matter hereof.
If the contractual partner is in default in payment or if it fails to comply with its obligations under the retention of title, we are entitled to reclaim the item of the contract and, after written notice with reasonable grace period, to exploit it at the best possible rate under offset of the proceeds of sale by means of private sale.
In case of processing, we are to be regarded as manufacturer within the meaning of article 95o German Civil Code. We acquire the property in the interim and / or final products, while our customer is merely the custodian. Our customer may sell the goods delivered by us and the products resulting from their processing only in the ordinary course of business. The claim resulting from the resale or any other legal reason is already assigned to us to the amount of the current account balance demand and for collateralising this claim.
8. If there is a defect in our product which is our responsibility, we shall be entitled, at our discretion, to repair the defect or fill the order again. If we are unable or unwilling to repair the defect or to fill the order again, if there is a delay especially beyond the reasonable grace periods for reasons in our responsibility, or if the repair or re-delivery is unsuccessful in any other way, the customer shall be entitled, at its own discretion, to withdraw from the contract or to demand a reduction of the contract price.
9. Unless otherwise stated below, the contractual partner is not entitled to any further claims irrespective of their legal grounds. We are not liable for lost profits or any other damages to our contractual partner, e.g. financial losses. The above exclusion of liability shall not apply if the damage is caused by intent or gross negligence.
10. The statutory warranty periods apply.
11. If our customer is a general merchant and if its financial condition worsens significantly compared to the time of conclusion of contract, our obligation to advance performance is void. In this case, the customer is obliged to pay the price agreed upon or the price evident from the respective price list for the agreed performance before we are obliged to render the contractual performance.
12. If our customer has given us documents or models that are necessary for the execution of the order, we are obliged to keep these documents properly. However, the safekeeping obligation ends no later than 2 months after the execution of the order. If the customer does not expressly require a return of the submitted documents or models, they can be destroyed by us at the expense of our customer.
13. If our customer is a general merchant, the court responsible for Ellrich is agreed as place of jurisdiction; however, we shall be entitled to institute proceedings against our customer at its local court as well. Unless stated otherwise in the order confirmation, our place of business is the place of performance.