Terms of payment and delivery
of Saveway GmbH & Co. KG
(Status: July 2022)
Our confirmation of order and the conditions specified below are applicable to all of our sales. This is effective as well in case if the customer excludes validity of our conditions of sale and delivery in his conditions of purchase and if we do not categorically protest against this during conclusion of a contract. Hereby, we object to eventual conditions of purchase of the customer.
All agreed performances have to be set down in writing. Verbal agreements and later alterations of contract are only applicable after written confirmation. The same holds true for warranted qualities of the object sold.
If a buyer orders goods for direct charge of it’s client, he is jointly and severally liable for the performance of the contract.
The buyer`s contractual claims are not transferable.
Right of withdrawal
A right of withdrawal of orders exists until the order confirmation is received by the buyer.
Prices an payment
Our prices are subject to change. They do not include value-added tax and are effective FCA Saveway GmbH & Co. KG, if nothing else is agreed.
The prices for installation material and performances on customer site in our proposals are based on experiences values; the real expense is invoiced, if nothing else is agreed. Base is in any case our current prices for material and service.
For purchase order values less than 200,- € we may invoice a minimum surcharge. We invoice export fee for each order. The value of that fee depends on our real expenditure.
Invoicing is made in Euro, payment must be done in Euro.
If the prices have changed in general between the conclusion of the purchase of order and delivery, the price valid on the day of delivery will be charged.
In case of a general change in our prices between conclusion of the contract and delivery, the price effective by day of delivery is applicable. Price increase entitles the buyer to withdraw via written letter from the contract within 14 days after having been informed about the price increase.
Payment must be done within 30 days after date of invoice and without deduction free appointed paying agency. We give a 2 % cash discount on payment within 10 days after date of invoice. For service work we give 14 days after date of invoice without deduction free appointed paying agency. In case of default in payment we are entitled to charge default interest.
Balancing against others than undisputed or legally valid counterclaims as well as exercising right of refusal to perform or right of retention against purchase money claims require our consent.
In case of doubts about the buyer‘s ability to pay, especially in case of backlog of payments, we are permitted to demand payment in advance or collateral and to revoke allowed time of payment.
Promised dates of delivery are determined according to our knowledge and belief and are not binding. Noncompliance without our fault does not entitle the customer to any claims for compensation or to withdrawal from contract. The delivery deadline is met if the delivery item has left works until expiry or if readiness for dispatch is communicated in time. The period of delivery may extend appropriately in case of contingency with the obstacles being outside of our competence. In such cases the buyer will be informed. A resign from the contract is not possible for individual constructions as well for special productions.
War, strike, lock-out, raw materials and energy scarcity, plant interruption and stoppages of traffic, acts of rulers – as well if they result in inefficiency of carrying out the business in question for the foreseeable future – as well as all other cases of superior force – also concerning our suppliers – release us from the obligation to deliver with regard to duration of breakdown and the range of its effects. Rather, such events entitle us to withdraw from the contract in whole or in part, without the buyer having a right to compensation.
In case of deferment of delivery requested by the customer, the buyer may be with costs of storage – starting one month after announcing readiness for dispatch. If the storage is done in our factory, at least 1/2 % of the invoice amount may be charged per stored month.
We invoice packaging costs according to our real expenditure.
Figures, descriptions and advisory
Figures and descriptions as well as technical specifications correspond to facts and intentions at printing time of tables and
other documents and are subject to alterations especially resulting from technological progress, modified models or others, as far as they –considering our interests- are reasonable for the customer.
We give advice concerning technical application to the best of our knowledge and belief. However, all statements and information on fitness and application of our goods are without liability and do not dispense the buyer from own examination and tests. The buyer is personally responsible for compliance with legal and administrative regulations during application of our goods.
Warranty/ guarantee for products
We are liable for faultless material and for good workmanship of our goods and services as demanded by our firm at the date of delivery.
Complains about defects in goods, mistaken deliveries and quantity variances – as far as ascertainable by means of reasonable examinations – have to be asserted in writing to the commercial department immediately, not later than 10 days upon receipt of goods.
Latent defects must be claim immediately after notice via written letter to the commercial department.
The seller has the choice between the right to subsequent improvement or the right to compensation delivery. He can make two attempts. If the second compensation delivery is defective, too, the buyer is granted the right to cancellation or abatement at its choice. There is a 12-month warranty period after delivery (date of delivery note) to your plant. If we repair the goods during the period of warranty out of Germany, we will bear the costs on their own. That’s why we can decide to repair direct on customer site. In case rectification of defects is done by the customer, the buyer may invoice the costs for travelling of the employee/ fitter to customer.
The buyer indemnity due to slightly negligent breach of our contractual or legal obligations are excluded with reserve of the settlement specified below.
If damage has been caused by gross negligence, our liability is limited to the foreseeable damage resulting from this breach of duty. Further claims by the customer are excluded. This is effective especially in case of claims for damages which have not been caused to the very delivery item. This exemption from liability is not effective as far as liability is imperative according to the law of product liability in case of damage to persons or to objects in private use.
The warranty expires if the purchase object has been changed by someone else’s hand or was used in the wrong field of application. The warranty expires as well if the buyer does not send samples of the material complained of immediately when required, refuses inspection or examination of the item or improves it without authority.
Warranty does not refer to natural waste, furthermore not to damages caused after passing of risk by unskilful or careless treatment, exceeding safe stress, unsuitable special tools, electrical and/or mechanical influences which are not assumptive according to the agreement or operating instructions.
Warranty of Software
There is an error if the program does not meet the contractually agreed requirements according to the specification in its actual condition. The warranty is 1 year from the delivery (date of the delivery note) of the embedded system or from the day it was loaded onto the customer’s computer. We undertakes to effectively eliminate dangers emanating from the software produced, but not to rectify or deliver new in every case. There is no obligation to offer free IT security updates. A warranty for defects does not apply to products that were flawless when they were placed on the market but have become unsafe as a result of further technical IT development.
A return is only possible after consultation with us for original (unmodified) products. If both parties agree to a return, the return must be made DDP Ilmenau, including insurance (depending from the value of the goods if necessary).
With the purchase of a control and visualization unit or a monitor and visualization unit, the buyer is granted a non-transferable license to use the software. Title, copyright, the intellectual property rights and the right to sell the SAVECONTROL software remain exclusively with Saveway GmbH & Co. KG. Intellectual property includes the appearance, the way it is operated, the way the functions are called, the interface structures and the structure of the classes provided by the software. It is forbidden to change the software.
Risk of loss
The risk passes to the buyer as soon as the goods have left our works or stocks. This is also effective if we take over the costs of
transport. The responsible person to organize the shipment (comparing to Incoterms 2020) has to give notice of complaints such as transportation damage to the forwarder within the valid deadlines. The conclusion of transport and other insurance is the responsibility of the buyer, unless something else has been explicitly agreed in the contract.
Reservation of property
The ownership of the items delivered does not pass before complete payment of purchase price of all existing and future liabilities to us. The buyer is not entitled to repledge to a third party or to mortgage goods which are not completely paid.
However, the buyer is entitled to dispose in our ownership during ordinary course of business as long as he meets his obligations in commercial relations with us as agreed upon.
In case of processing of our goods by the buyer we are considered as manufacturer and obtain the ownership of the newly produced goods. If they are processed together with other materials, we obtain co-ownership with the invoice value of our goods being related to the invoice value of the other materials. In this case the buyer is regarded as depository.
Delay in payment entitles us to claim possession of goods in our ownership at the buyer´s expense without withdrawal or extension of time.
For reasons of precaution the buyer assigns already now an account receivable from sales of goods the title of which we hold. The amount of the assignment of claims depends on the absolute amount of our ownership interests in the sold goods. If required, the buyer has to furnish all necessary information on the whereabouts of goods in our ownership. Concerning the assigned receivable in the sense named above, the buyer is obliged to spontaneously and immediately inform us and the customer affected by the assignment.
If the value of security exceeds the value of our accounts receivable by more than 20 % we will – by request of the buyer – release adequate securities at our choice.
Data protection/ Confidentiality/ Non-Disclosure Agreements
We are entitled to processing of data received during business relations in accordance with the Federal Data Protection Law – no matter whether data concerning the buyer originate from the buyer himself or from third persons.
We are obliged to keep documents and information marked by the byuer confidential and secret. This also applies vice versa.
Place of performance
Place of performance for both sides is 98693 Ilmenau. This exclusive place of jurisdiction is also applicable to all present and future claims resulting from the business contract – be it that the party to lay claim to by legal action has changed its residence or its habitual abode outside jurisdiction of the German law or is not known to the plaintiff at that time. The same applies should the case arise that claims are enforced by means of dunning process (§688 and the following of the civil procedure code). The explicit application of law existing in the Federal Republic of Germany is agreed upon. The application of the standard purchase laws of the Hague agreement of 1964 and of UN purchase law (CISG) is excluded.
In case of ineffectiveness of several provisions of these terms of payment and delivery all other provisions and the underlying contract remain in force. As far as the above provisions do not provide for regulations, the requirements of the law are exclusively in force.
Saveway GmbH & Co. KG