Terms and Conditions

General sales- delivery and payment conditions of SWT GmbH

• 1 General scope

These conditions apply to all of our current and future shipments. If the purchaser places an order based on our catalog or if he accepts our order confirmation or shipment without revoking it, it is considered agreed on. Our conditions also apply if we complete the shipment despite the knowledge of opposing or differing conditions on the purchasers behalf. Opposing conditions on the purchasers behalf will only be a part oft he contract if we agree to them explicitly.

Our conditions only apply to businesses according to § 14 BGB, juristic persons under the public law and special funds under public law. For consumers we refer to revocation policy § 13.

Our conditions also apply to all future businesses with the same purchaser. §

• 2 Offers and agreement to contract

By placing an order for a product the purchaser places a binding offer towards the agreement of a contract. The contract will not be valid until we accepted it.

We are entitled to accept the contract offer that is included into the purchase order within 2 weeks after recieving it. The acceptance can be communicated through text or E-Mail or though the completion of the shipment to the purchaser.

All our offers are subject to change. The pictures, drawings, statements about measurements and weights that are attached to the offer are non-binding unless explicitly indicated as binding or if they are a neccessary requirement to fullfill the contract. We reserve the right to have deviations from statements in our product brochures or other pictures or descriptions. This does not apply if there is a quality agreement about certain properties of a product.

The completion of the contract occurs under the reservation of the correct and timely self-delivery by our supplier. This only applies if we are not liable for non-delivery, especially in case of a congruent covering order with our supplier. The purchaser will be informed about the unavailability of the product in a timely matter. We will reimburse an already provided payment in case of a permament unavailability. In any other case, the susequent delivery will be issued within 3 months, as long as the article is available to us. If an obstacle for delivery takes more than 3 months, the purchaser is entitled to withdraw from the contract.

• 3 Prices – Payment conditions

All our prices are valid ex stock, excluding the packaging. This might be billed to you separately.

If we make a shipment, the delivery costs will amount to at least 7,50 € which will be billed to the purchaser in any case. In case of a small purchase order with a value of under 100,00 €, we may charge a small-order surcharge of 10,00€.

List- and catalog prices are subject to change. We reserve the right to increase our prices accordingly, if our costs for materials and wage agreements increase by more than 5% in between the completion oft he contract and the delivery date.

All our prices are net prices without sales tax. The sales tax will be disclosed separately on the bill according to the legal amount at the time of delivery/service.

Payments are due with recieving the shipment and the invoice. They are to be transferred to one of the stated business accounts without any deductions cahsless.

Cheque payments and exchanges are only accepted in lieu of payment; by accepting exchanges we will change the appropiate discount and collection charges stated by the bank. They are due for immediate payment.

The deduction of an early payment discount requires a written agreement in advance.

In case of a payment delay, non-payment of cheques or exchanges or the publication of an unfavourable financial situation we are entitled to demand all outstanding receivables immediately and in full, regardless of the previously granted payment conditions.

The default interest for our claims is 8% above the respective base interest of the EZB. Furthermore, we charge a lump sum of 5,00 € as a processing fee for every payment reminder.

The purchaser is not entitled to add up claims against our outstanding payment claims unless these claims have been legally declared or are undisputable or stem from the same contractual relationship. The purchaser may only exercise his right of retention with regard to claims from the same contractual relationship.

• 4 Terms of delivery – Delay

The fullfillment of our delivery conditions is subject to the prompt and orderly fullfillment oft he obligations on the purchasers behalf. Otherwise we will explicitly reserve the right to object to the non-fullfillment of the contract.

In case of a delay in acceptance on the purchasers behalf or a violation of the obligation to cooperate, we are entitled to demand a reimbursement for the additional expenses and damages that this delay have caused. We reserve the right to further claims. The risk of an accidental loss or damage of the goods shall pass tot he purchaser in case of a delay of acceptance.

If the failure to comply with the delivery deadline is due to force majeure, e.g. mobilization, war, terror attacks, uprising or measures in the context of labour disputes, e.g. strike, lock-out – the delivery dealine shall be extended according to these events. The same applies to the impossibility or difficulty due to illnesses, pandemics and/or their effects such as lawful restrictions, the closing of borders, the closing of businesses etc. The purchaser is not entitled to withdraw from the contract in these cases unless this is a transaction where time is oft he essence.

Partial shipments are permitted as long as they are deemed reasonably acceptable for the purchaser.

The purchaser can demand a compensation for the damages that have been caused by the non-fullfillment of our delivery obligations for every completed week of delay by 0,5%, up to 5% at the most of the purchasing price of the goods to be delivered.

Both claims for damages on part of the purchaser due to a delayed delivery and claims for damages instead of services that exceed the limits mentioned in par. 5 are excluded for all cases of delayed delivery, even after the expiry of a delivery deadline that the we have set.

All exemptions from liability or restrictions from liability are invalid in the event of a violation of the legal interests life, body or health or in the event of a willfull gross negligent violation of our obligations as well as the violation of essential contractual terms (cardinal obligations).

• 5 Transfer of risk

The risk of accidental loss and the accidental deterioration of the goods shall pass onto the purchaser upon the surrender – in case of the purchase to destination, upon surrendering the goods to the forwarder or carrier or whoever is determined to exercise the shipment.

Delay of acceptance may have the same effect as delivery to the purchaser.

3. A transport insurance will only be taken out on the purchasers wishes and will be billed to him.

• 6 Warranty

Merchandisers have to comply with their obligation to examine and complain according to § 377 HGB immediately and report discovered deficiencies. Non-merchants have to report obvious deficiencies within 2 weeks after receiving the shipment in written form, otherwise warranty claims cannot be exercised. Deficiencies, that are not obvious have to be reported immediately in written form, otherwise warranty claims cannot be exercised.

We are liable for deficiencies provided that warranty claims have been exercised in a timely matter. We will either replace the deficient goods or their deficient parts by placing a new shipment or we will repair the deficient goods.

If the subsequent fullfillment fails, the purchaser is entitled to either lower the buying price or to withdraw from the contract. The purchaser is not entitled to this right if there is only a minor lack of conformity, especially if the deficiencies are minor.

If claims for damages are being placed by the purchaser which are based on intent or gross negligence, including intent or gross negligence acted out by our legal representative or vicarious agents, wes hall be liable in accordance with the statutory provisions. Liability for simple negligence is excluded from this. This does not apply to the violation of the legal interests life, body or health or the violation of essential contractual terms. 

If claims for damages are being placed by the purchaser which are based on a slightly regligent violation of an essential contractual obligation our liability is limited to forseeable damage depending on the type of goods or the kind of contract.

With respect to the quality of the goods, an average kind and quality is deemed agreed on. Public statements, claims or advertisements by the manufacturer do not constitute contractually guaranteed characteristics of the goods.

The customer does not obtain guarantees by us in a legal sense. Manufacturer guarantees are unaffected by this.

• 7 Limitations of liability

In case of slight negligence of any obligations, our liability is limited to average damages depeding on the kind and quality of the goods or foreseeable damages that are typical for these type of goods. This also applies to slight negligence of any obligations by our legal representative or vicarious agents.

Liability for slight negligences are therefore excluded. This does not apply to the violation oft he legal interests of life, body and health or the violation of essential contractual terms.

The preceding liability restrictions and the liability restrictions from § 6 not not apply to the purchasers claims from product liability.The purchasers claims for damages due to a deficiency of a product become time-barred within one year after receiving the goods. This does not apply in the event of health or bodily injury and the loss of life of the purchaser for which we are culpable. Also, the shortening of the limitation period does not apply to claims for other damages, which result from a grossly negligent violation of obligations by us or a willfull or grossly negligent violation of obligations by our legal representatives agent. The legal limitation periods also apply to damage claims that refer to the product liability law.

• 8 Reservation of ownership

We reserve the right of ownership of all our delivered goods until the fullfillment of all payment claims towards the purchaser that we are entitled to. If it is agreed that payment shall be done by a bill of exchange, the reservation of ownership also applies to the purchasers cashing of the bill accepted by us and does not expire by crediting the received bill on our bank account .

In case of conduct by the purchaser contray to the contract, particularly delayed payment, wes hall be entitled to reposess the delivered goods. The reposession of goods does not imply a withdrawal from the contract unless we previously specifically exclaimed this in written form. The purchaser does already agree to the reposession of goods and authorizes us to pick up the goods from him. We are entitled to utilize these goods after their reposession; The proceeds of this utilization are to be set off against the obligations of the purchaser – proven utilization costs deducted.

The purchaser is obligated to treat the delivered reserved goods with care; he is particularly obligated to take out an insurance at his own costs for at least the original value of the goods against the typical dangers (fire, tap water, storm/hail) and theft and vandalism. 

In case of seizures of the goods or other interventions by third parties the customer is to inform us in written form without a delay so we can apply our claims of ownership towards the third party.

The purchaser is entitled to sell the supplied goods within his normal business transactions.

The purchaser shall now assign to us all claims, which accrue to him through resale or to third parties to the amount of the value of the due payments. We hereby accept this assignment. Even after transfer, the purchaser remains authorized to collect payments. Our authority to collect the payments ourselves remains untouched by this. If the purchaser is delayed in payment, he is obligated to inform us of the assigned payments due and their debtors and all necessary information to collect the payment, to hand us the corresponding documents and to inform the debtors about this transfer.

On the purchasers request we undertake to release the securities to which we are entitled to, as far as the realizable value of our securities exceeds the claims to be secured by more than 20%. The selection oft he securities to release are incumbent to us.

• 9 Data protection

The purchaser is informed and agrees that all data related to the business relationship, as well as personal and bill related data according to the federal data protection act, are saved through our electronic data processing system and will only be forwarded to contracted service providers and credit agencies within the processing of the purchase order. 

• 10 Place of fullfillment/ juristication

Place of fullfillment is our business location. If the purchaser is a business, our business location is our place of juristication. However, we are also entitled to take legal actions at the purchasers location.

• 11  Special production

For custom made products we reserve the right to increase or decrease the supply by up to 15%. Purchase orders for custom made products cannot be revoked. This also applies to standard products if they were ordered with special signs or a custom marking.

• 12  Final provisions

The law of the Federal Republic of Germany shall apply. The provisions oft he UN Sales Convention shall not apply.

Should individual conditions of the contract with the purchaser be or become invalid, the validity of the remaining conditions oft he contract remain untouched. The fully or partically invalid conditions shall be replaced by conditions as close as possible to the commercial purpose that was intended by the parties.

• 13 Consumer instructions for revocations 

Right of revocation

You have the right to withdraw from this contract within 14 days without giving any reasons.

The revocation period is 14 days and begins on the day on which the goods have been received by the purchaser or a third party who is not the carrier.

In order to exercise your right to revocation, you have to explicitly explain your decision to withdraw from the contract with SWT GmbH, Dillstrasse 4, 35708 Haiger in written form (e.g. in a letter, a phone call, Fax or E-Mail)

The timely dispatch of the revocation before the expiration of the granted revocation period shall be enough to exercise your right to revocation.  

Consequences of withdrawal

If you revoke the contract, we are obligated to return all payments we have received from you, including delivery costs (with the exception of additional costs which have resulted from you chosing a different delivery option other than our standard) immediately or within 14 days after sending us the revocation the latest. For the refund we will use the same payment method that you used to send us the payment unless it was explicitly agreed on something else; We will not charge you anything due to the refund.

We can deny a refund until we have received the goods or until you provide evidence that you have shipped it to us. Whichever comes first.

You are obligated to return the goods immediately or within 14 days starting at the day you informed us about your revocation. By shipping it out within 14 days the deadline is met.

You are responsible for the costs of returning the goods to us. For the re-stocking of the goods we will charge you up to 10% of the net value of the goods or at least 25,- EUR