General Terms & Conditions
General Terms and Conditions
of Schwarzer Rührtechnik GmbH, Steller Straße 65, 27755 Delmenhorst, Germany, represented by its Managing Director, Michael Schwarzer
1. General provisions
1.1 Scope
These General Terms and Conditions (“Terms”) apply to all business relationships between Schwarzer Rührtechnik GmbH (“we”, “us” or “our”) and our customers. They apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (Bürgerliches Gesetzbuch – “BGB”), legal entities under public law and special funds under public law.
Any deviating, conflicting or supplementary general terms and conditions of the customer shall become part of the contract only if we have expressly consented to their application in text form. This shall also apply where we perform a delivery or service without reservation while being aware of the customer’s terms and conditions.
1.2 Contract language and documentation
The contract language is German. Unless otherwise agreed, we provide technical and other documentation in German or English and in PDF format. Translations into other languages requested by the customer must be agreed separately. Where the customer prepares translations itself or has them prepared, the customer shall be responsible for their accuracy.
1.3 Conclusion of contract
Unless expressly designated as binding or containing a specific acceptance period, our quotations are subject to change and non-binding. This also applies to descriptions and information on our website.
The customer’s order constitutes a binding offer to enter into a contract. Unless otherwise stated in the order, we may accept that offer within five working days of receipt. Acceptance may be declared in text form or by dispatching the goods or commencing performance. An automated acknowledgement of receipt merely confirms receipt of the order and does not constitute acceptance.
The order confirmation and the documents referenced therein determine the scope of our performance. Individually negotiated agreements take precedence over these Terms.
2. Delivery and performance
2.1 Delivery terms
Unless otherwise agreed, deliveries shall be made ex works or ex warehouse. We shall select the method and route of dispatch at our reasonable discretion. We shall obtain transport insurance only at the customer’s express request and expense. We may engage suitable third parties to perform our contractual obligations.
2.2 Partial performance
Partial deliveries and partial performance are permitted insofar as they are reasonable for the customer. We shall bear any additional shipping costs incurred solely as a result of a partial delivery initiated by us.
2.3 Delivery and performance periods
Delivery and performance periods are binding only if expressly agreed as binding. Their commencement is subject to all technical and commercial matters having been clarified and to the customer having timely provided all documents, approvals, acts of cooperation and agreed advance payments for which it is responsible.
2.4 Force majeure
Events of force majeure or other events that were unforeseeable when the contract was concluded, are beyond our control and prevent timely performance shall extend the delivery and performance periods by the duration of the impediment plus a reasonable start-up period. This applies in particular to lawful industrial action, official measures, operational disruptions, failure of energy supplies or means of transport, and late delivery to us despite a congruent covering transaction concluded by us in good time, provided that we are not responsible for the failure of such delivery.
We shall notify the customer without undue delay of the commencement and expected end of the impediment. If the impediment continues for more than three months, either party may rescind the contract with respect to the part not yet performed. Consideration already paid shall be reimbursed. Statutory rights of rescission and termination remain unaffected.
2.5 Default in acceptance
If the customer defaults in acceptance, fails to perform an act of cooperation or if our performance is delayed for other reasons attributable to the customer, we may claim compensation for the resulting loss, including necessary additional expenses. Further statutory claims remain unaffected. Upon the customer’s default in acceptance, the risk of accidental loss and accidental deterioration shall pass to the customer.
2.6 Excluded delivery addresses
We do not deliver to post-office boxes.
3. Prices and payment
3.1 Prices and additional costs
Unless otherwise agreed, our prices are net prices ex works or ex warehouse, plus statutory value-added tax, packaging, shipping and, where applicable, insurance costs.
Deliveries to countries outside the European Union may incur additional customs duties, taxes, charges and money-transfer costs. The customer shall bear these insofar as we are not responsible for them. The same applies to money-transfer costs where payment is initiated from a country outside the European Union.
3.2 Payment terms and default
Invoices are payable without deduction within the payment period stated in the invoice or order confirmation. Upon expiry of that period, the customer shall be in default in accordance with the statutory provisions.
The granting of a payment term or delivery against invoice may be made subject to a creditworthiness check. The customer has no entitlement to delivery against invoice.
3.3 Set-off and rights of retention
The customer may set off claims only where its counterclaims are undisputed, acknowledged by us or finally established by a court. The customer may exercise a right of retention only insofar as its counterclaim arises from the same contractual relationship. Statutory rights in respect of defects remain unaffected.
3.4 Price adjustment
For contracts with an agreed delivery or performance period exceeding four months, we may adjust the agreed price to the extent that costs relevant to performance and beyond our control change after conclusion of the contract, including in particular material, energy, wage, freight or procurement costs. Cost reductions shall be taken into account in the same manner. Upon request, we shall provide a comprehensible explanation of the relevant cost factors.
If a price increase exceeds 5 per cent of the agreed net price, the customer may terminate the part of the performance affected by the increase in text form within ten working days after receipt of the notice.
3.5 Contracts for work, instalment payments and acceptance
Insofar as our performance constitutes work within the meaning of German law, remuneration shall fall due upon acceptance of the work unless otherwise agreed. We may demand instalment payments in the amount of the value of the contractually agreed performance rendered by us, in accordance with the statutory provisions.
A work capable of acceptance shall also be deemed accepted if, after completion, we have set the customer a reasonable period for acceptance and the customer has not refused acceptance within that period while identifying at least one defect. Statutory rules on deemed acceptance remain unaffected.
If the customer fails to perform an act of cooperation required for producing the work, our claims shall be governed in particular by the statutory provisions on default in acceptance and cooperation by the customer. In the event of termination, the statutory remuneration provisions apply; in particular, expenses saved and income earned elsewhere must be deducted.
4. Customer responsibility and cooperation
4.1 Customer specifications and material suitability
The customer is responsible for the accuracy and completeness of all data, drawings, specifications, material data, samples, operating conditions and other information it provides. Deviations resulting from incorrect or incomplete customer specifications shall not constitute a defect insofar as we did not recognise, and were not required to recognise, their cause.
Where the customer bindingly specifies materials, components or specifications, the customer shall be responsible for their suitability for the intended purpose. This shall not apply insofar as we have expressly undertaken selection, consultation, planning or suitability testing, or where we knew of the lack of suitability or failed to know of it due to gross negligence.
If it becomes apparent during performance that the intended use cannot be ensured on the basis of the customer’s specifications, we shall inform the customer. Necessary modifications or additional services shall be performed only after consultation and shall be charged separately where the cause falls within the customer’s sphere of risk.
4.2 Third-party rights and indemnification
The customer must not provide us with any data, documents or specifications whose contractual use infringes third-party rights. If a claim is asserted against us due to an infringement attributable to the customer, the customer shall indemnify us against justified third-party claims and the necessary and reasonable costs of legal defence. We shall inform the customer without undue delay and, insofar as reasonable, give it an opportunity to participate in the defence.
4.3 Data backup
The customer must retain appropriate backup copies of the data and documents provided to us. We shall have no special archiving or data-backup obligation unless expressly agreed.
4.4 Duties to cooperate
The customer shall provide in good time and at its own expense all documents, data, information, approvals, access and other cooperation required for performance, unless otherwise agreed.
5. Retention of title
5.1 Scope
Goods and materials supplied by us (“Reserved Goods”) shall remain our property until all present and future claims arising from the ongoing business relationship have been paid in full. The customer shall treat the Reserved Goods with due care and insure them at its own expense to a reasonable extent against customary risks. The customer hereby assigns to us by way of security any claims against insurers or other liable parties arising from damage to, destruction or loss of the Reserved Goods; we accept that assignment.
5.2 Third-party access
In the event of seizure or other third-party access to the Reserved Goods, the customer shall notify us without undue delay in text form and inform the third party of our ownership. If the third party is unable to reimburse the judicial or extrajudicial costs of an action pursuant to section 771 of the German Code of Civil Procedure (Zivilprozessordnung – “ZPO”), the customer shall be liable for our resulting loss insofar as the customer is responsible for the third-party access.
5.3 Resale
The customer may resell the Reserved Goods in the ordinary course of business. The customer hereby assigns to us by way of security the claims against third parties arising from resale, up to the respective final invoice amount including value-added tax; we accept the assignment. The customer remains authorised to collect those claims. We shall not collect the claims ourselves as long as the customer meets its payment obligations, is not in default, has not suspended payments and no application for the commencement of insolvency proceedings has been filed. Upon request, the customer shall identify the assigned claims and their debtors and provide all information and documents required for collection.
5.4 Processing, combination and mixing
Any processing or transformation of the Reserved Goods by the customer shall be carried out for us without creating any obligations on our part. If the Reserved Goods are processed, combined or mixed with items not owned by us, we shall acquire co-ownership of the new item in the ratio of the invoice value of the Reserved Goods to the value of the other items at the time of processing, combination or mixing.
If the customer’s item is to be regarded as the principal item, the customer shall transfer proportionate co-ownership to us and hold the item in safe custody for us free of charge. The customer hereby assigns to us by way of security, to the extent of our co-ownership share, any claims against a third party arising from the combination of the Reserved Goods with real property; we accept the assignment.
5.5 Recovery
In the event of conduct by the customer in breach of contract, in particular default in payment, we may demand surrender of the Reserved Goods subject to the statutory requirements. Recovery of the Reserved Goods shall constitute rescission of the contract only if we expressly declare it as such.
5.6 Release of security
If the realisable value of the security exceeds our secured claims by more than 10 per cent, we shall, at the customer’s request, release security of our choice.
6. Rights in respect of defects
6.1 Agreed quality
The quality owed is determined primarily by the order confirmation and the technical specifications referenced therein. Information in catalogues, brochures, on the website and in other documents constitutes an agreed quality or guarantee only if expressly agreed as such.
Deviations caused by technical requirements or customary in the trade, in particular regarding colour, weight, dimensions, design or positioning, are reserved insofar as they do not impair contractual use and are reasonable for the customer.
6.2 Duty to inspect and give notice of defects
Where the transaction is a commercial transaction for both parties, the duties to inspect and give notice of defects under section 377 of the German Commercial Code (Handelsgesetzbuch – “HGB”) apply. If the customer fails to provide timely notice as required under that provision, the goods shall be deemed accepted to the extent prescribed by law. This clause does not establish any duty to inspect or give notice extending beyond section 377 HGB.
6.3 Subsequent performance
In the event of a defect, we are obliged to provide subsequent performance in accordance with the statutory provisions. We may choose between remedying the defect and supplying a replacement, provided that the chosen form of subsequent performance is reasonable for the customer and the law does not grant the customer a prior right of choice.
The customer shall provide us with the time and opportunity required for subsequent performance and make the item concerned available for inspection. If subsequent performance fails, is unreasonable or is justifiably refused, the customer may, subject to the statutory requirements, reduce the price, rescind the contract or claim damages. There is no right of rescission for an immaterial defect.
No claims in respect of defects shall arise for damage occurring after the passing of risk as a result, in particular, of unsuitable or improper use, incorrect installation by the customer or third parties, normal wear and tear, unsuitable operating materials, operating conditions contrary to the contract or unauthorised modifications, insofar as we are not responsible for those circumstances.
6.4 Passing of risk under contracts of sale
In the case of a sale involving carriage, the risk of accidental loss and accidental deterioration shall pass to the customer when the goods are handed over to the forwarding agent, carrier or other person or institution designated to carry out the shipment. This also applies to partial deliveries and agreed carriage-paid delivery. In the case of collection, the risk shall pass to the customer upon handover. The statutory provisions governing default in acceptance remain unaffected.
6.5 Limitation periods and used goods
Claims in respect of defects in newly manufactured movable goods shall become time-barred one year after delivery. For work whose result consists in the manufacture, maintenance or alteration of an item, the limitation period shall be one year from acceptance, unless mandatory statutory provisions require a longer period.
The statutory limitation periods apply to buildings and works whose result consists in the provision of planning or supervisory services for buildings. Also unaffected are the special statutory provisions governing items which, in accordance with their customary manner of use, have been used for a building and caused its defectiveness, and recourse claims within the supply chain.
Used goods are sold with liability for defects excluded unless otherwise agreed.
The above reductions and exclusions shall not apply in the event of fraudulent concealment, a guarantee assumed by us, wilful misconduct or gross negligence, damage resulting from injury to life, body or health, claims under the German Product Liability Act (Produkthaftungsgesetz), or in any other case of mandatory statutory liability.
7. Liability
7.1 Scope of liability
We shall have unlimited liability for wilful misconduct and gross negligence and for damage resulting from injury to life, body or health.
In the event of a slightly negligent breach of a material contractual obligation, our liability shall be limited to the loss typical of the contract and foreseeable when the contract was concluded. Material contractual obligations are obligations whose fulfilment is essential for the proper performance of the contract and on compliance with which the contracting party may regularly rely. Liability for slight negligence is otherwise excluded.
7.2 Mandatory liability and persons engaged in performance
The above limitations of liability shall not apply in the event of fraudulent concealment, a guarantee assumed by us, claims under the German Product Liability Act or in any other case of mandatory statutory liability.
Insofar as our liability is excluded or limited, this shall also apply for the benefit of our corporate bodies, legal representatives, employees and persons engaged by us in performing our obligations.
8. Final provisions
8.1 Place of performance and jurisdiction
To the extent permitted by law and unless otherwise agreed, our registered office shall be the place of performance for our deliveries and services and for the customer’s payment obligations.
If the customer is a merchant, a legal entity under public law or a special fund under public law, our registered office shall be the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship. We shall additionally be entitled to bring an action against the customer at the customer’s general place of jurisdiction. Mandatory statutory places of jurisdiction remain unaffected.
8.2 Governing law
The laws of the Federal Republic of Germany shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-laws rules, to the extent permitted by law.
8.3 Severability
Should any provision of these Terms be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the applicable statutory provisions.
Version: 16 September 2026