General terms and conditions
of SEALANDER GmbH – Koboldstr. 4 – 24118 Kiel – Germany (as of 01.07.2021)
1.1 These Terms and Conditions of Sealander GmbH (hereinafter referred to as the Company) shall apply to all contracts concluded by the Customer with the Company with regard to its products and/or services. The inclusion of the customer’s own terms and conditions is objected to; unless otherwise agreed in writing prior to the conclusion of the contract.
1.2 Customers within the meaning of sec. 1.1 are both consumers and entrepreneurs. A consumer is any natural person who enters into a legal transaction for a purpose that is neither commercial nor self-employed. An entrepreneur is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his independent professional or commercial activity.
2. conclusion of contract
2.2 The Company’s product representations serve to submit a legally binding offer by the Customer.
2.3 The customer may submit the offer in writing, by fax or by e-mail. This offer is binding 3 weeks after receipt by the company.
2.4 The company will confirm receipt of the offer. The Company may accept the Customer’s offer by confirming the order in writing or by telex. The company is entitled to refuse acceptance of an order.
3. right of withdrawal for consumers
The customer who is a consumer according to. Digit. 1.2 of these terms and conditions, has been expressly informed about his right of revocation using the revocation instruction. Without confirmation of receipt of the instruction in the written order procedure, the order will not be executed.
4. prices and terms of payment
4.1 The prices quoted by the Company to consumers are final prices, i.e. they include all pricing, including the statutory German sales tax. Net prices excluding sales tax are quoted to companies. Any additional delivery and shipping costs will be indicated separately in the respective product presentation in the offer.
4.2 The Company reserves the right to charge the list price applicable on the day of delivery for contracts with an agreed delivery period of more than 4 months. The customer is entitled to withdraw from the contract within 2 weeks after notification of an increased price without any costs arising for him if he does not agree with this increased price.
4.3 In the case of deliveries to countries outside the European Union, further costs shall be incurred in individual cases, such as further taxes and/or duties, for example in the form of customs duties. In the case of such a delivery, payment is required in any case after conclusion of the contract and before delivery.
4.4 Unless otherwise agreed in writing, all payments shall be due within 30 days from the invoice date without deduction. For commercial and foreign transactions, the written payment agreements shall apply. The date of receipt of payment on the Company’s business account shall be decisive for compliance with the payment deadline. Payment by check or bill of exchange is excluded. If compliance with the Customer’s payment obligations or the enforceability of the Company’s claims against the Customer becomes impossible due to the circumstances listed below by way of example, viz.
– unsatisfactory credit reports,– Failure to meet the payment deadlines agreed with the company,– existing enforcement measures against the customer,
at risk, the company may demand securities or advance payments and make all claims due immediately. If the customer does not comply with such a request within 6 days, the company is entitled to withdraw from the contract and / or claim damages. Even if the right of withdrawal is chosen, the company is entitled to demand expenses and costs incurred, lost profit as well as remuneration for the use of the delivered goods.
4.5 The Customer shall only be entitled to set-off if the counterclaim is undisputed, legally established or recognized by the Company. 4.6 The customer may only exercise a right of retention insofar as it concerns claims of the customer from the same contractual relationship.
5. delivery and shipping conditions
Delivery dates or deadlines are agreed without obligation, unless the binding nature is expressly confirmed. The Company shall not be responsible for delays in delivery and performance due to force majeure or due to events which make delivery significantly more difficult or impossible for the Company, e.g. strike, lockout or official orders – even if these circumstances occur with suppliers, sub-suppliers or the product manufacturer – even in the case of bindingly agreed deadlines and dates. These circumstances entitle the company to postpone the delivery or service by the duration of the hindrance plus the time required for the delivery or service to be completed. The Supplier shall be entitled to postpone performance of the contract for a reasonable period of time or to withdraw from the contract in whole or in part on account of the unfulfilled contract. If the hindrance lasts longer than 3 months, the customer is entitled, after setting a reasonable deadline, to withdraw from the contract with regard to the part not yet fulfilled. A period of 2 weeks is appropriate. If the delivery time is extended or if the Company is released from its obligation, the Customer may not derive any claims for damages therefrom, provided that the Company has notified the Customer immediately of the aforementioned circumstances.
6. transfer of risk
Unless otherwise stated in the agreements, delivery ex production plant is agreed. The risk shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transport or has left the production plant for the purpose of dispatch. If shipment becomes impossible through no fault of the Company, the risk shall pass to the Customer upon notification of readiness for shipment. If the Customer so desires, the Company shall secure the delivery by transport insurance at the Customer’s expense.
7. material defect
Claims of the customer due to a material defect are subject to a limitation period of 2 years from delivery of the object of purchase. Notwithstanding the foregoing, a limitation period of 1 year shall apply if the customer is a legal entity under public law, a special fund under public law or an entrepreneur who is acting in the exercise of his commercial or independent professional activity when concluding the contract. The latter group of persons (contractors) shall immediately give notice of any obvious and recognizable defects. § Section 377 HGB shall apply accordingly. If a defect is recognized, the company shall deliver a replacement or rectify the defect to the exclusion of any other claims for material defects. 3 Rework attempts are permissible. In the event that the defect is remedied, the Company shall be obliged to bear all expenses necessary for this purpose, in particular transport, travel, labor and material costs, provided that these costs are not increased by the fact that the purchased item was taken to a place other than the agreed place of delivery. If the repair or replacement delivery fails after a reasonable period of time, the customer may, at its option, demand a reduction of the purchase price or rescission of the contract.
8. limitation of liability
Claims for damages arising from positive breach of contract, from culpa in contrahendo, from tort and other bases for claims shall be excluded both against the Company and against its vicarious agents or assistants, except in the case of intentional or grossly negligent conduct. This also applies to claims for damages due to non-performance, but only insofar as compensation for indirect or consequential damages is demanded. This limitation of liability shall not apply if the liability is based on an assurance intended to protect the customer against the risk of such damage. Furthermore, the limitation of liability does not apply to the culpable breach of essential contractual obligations and cardinal obligations. Any liability shall be limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract. Excluded from this exclusion of rights are all claims for damages arising from injury to life, body or health if the company is responsible for the breach of duty. In this respect, a breach of duty by the Company shall be deemed equivalent to a breach of duty by a legal representative or vicarious agent.
9. retention of title
9.1 In the event of the conclusion of a contract among fully qualified merchants within the meaning of the German Commercial Code and with foreign customers, regardless of whether they are fully qualified merchants or not, the Company shall retain title to the delivered goods in order to satisfy all claims to which the Company is entitled against the Customer now or in the future for any legal reason whatsoever. The customer may dispose of the goods subject to retention of title until full payment of all claims only if he in turn assigns the purchase price claims to the company. In the event of breach of contract by the customer – in particular in the event of default in payment – the company shall be entitled to take back the goods subject to retention of title at the customer’s expense. The withdrawal by the Company shall not constitute a rescission of the contract.
9.2 In the event of the conclusion of a contract among non-merchants, in particular with consumers, the Company reserves the title to the delivered goods for the purpose of fulfilling the purchase price claim regarding the respective goods. In case of breach of contract by the customer – in particular in case of default of payment – the company shall be entitled to take back the reserved goods at the customer’s expense if it declares its withdrawal from the contract at the latest at the same time as taking back the goods.
10. changes The company reserves the right to make design changes in the period between the order and delivery of the goods. However, this shall not apply if the design change leads to results that are unreasonable for the customer.
11 Applicable law
11.1 The legal relationship between the parties shall be governed by the law of the Federal Republic of Germany including the law on the international sale of movable goods. In the case of consumers, this choice of law shall only apply to the extent that the protection granted is not withdrawn by mandatory provisions of the law of the country in which the consumer has his habitual residence.
11.2 If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be the Company’s place of business. The same shall apply if the customer does not have a general place of jurisdiction in Germany or the EU or if his place of residence or habitual abode is unknown at the time the action is brought. This shall not affect the Company’s right to bring an action before the court at another statutory place of jurisdiction.
Cancellation policy (as of 01.07.2021)
(expressly applicable only to consumers and only for contracts concluded away from business premises and for distance contracts)
1. right of withdrawal You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day on which you or a third party named by you, who is not the carrier, has taken possession of the goods. To exercise your right of withdrawal, you must notify us, i.e. the
SEALANDER GmbH, Koboldstraße 4, 24118 Kiel, phone no.: 0431 / 55 68 63 60, e-mail: [email protected],
by means of a clear declaration (e.g. a letter sent by mail, fax or e-mail) about your decision to revoke this contract. If you make use of this option, we will send you a confirmation of receipt of such revocation without delay (e.g. by e-mail). In order to comply with the withdrawal period, it is sufficient that you send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.
2. consequences of revocation If you revoke this contract, we shall reimburse all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the most favorable standard delivery offered by us), without undue delay and at the latest within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.
Unless we have agreed that in the event of revocation the goods will be collected by us, we may refuse repayment until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier.
You must return or hand over the goods to us immediately and in any case no later than within fourteen days from the day on which you notify us of the revocation of this contract. The deadline is met if you send the goods before the expiry of the period of fourteen days. You shall bear the direct costs of returning the goods.
You only have to pay for any loss of value of the goods if this loss of value is due to your handling the goods in a way that is not necessary for the inspection of the condition, properties and functioning of the goods.
We point out that if the requirements of § 312g para. 2 para. 1. BGB the right of withdrawal may be excluded if not prefabricated goods are delivered, for the manufacture of which an individual selection or determination by you is relevant or which are clearly tailored to your personal needs, provided that the return is unreasonable for us.
* Included 19% VAT ex works – Prices and taxes in other countries may differ. Please contact your local dealer for applicable prices and taxes in your country.