These General Terms and Conditions (GTC) apply to the sale and delivery of products by Soriwa GmbH, Kieler Str. 20a, 48231 Warendorf (hereinafter “us” or “we”). Our GTC apply exclusively; we do not recognize any terms and conditions that conflict with or deviate from our GTC, unless we have expressly agreed to their validity in writing. Our GTC also apply if we perform the service without reservation despite being aware of terms and conditions of the customer that conflict with or deviate from our GTC. Our GTC apply only to business customers within the meaning of Section 14 of the German Civil Code (BGB).
2.1Ouroffers are subject to change and non-binding. Orders become binding only upon our written confirmation. The same applies to additions, amendments, and ancillary agreements.
2.2 The information, drawings, illustrations, and performance specifications (subject to technical changes) contained in catalogs, price lists, etc., or in the documents accompanying the offer, are approximate values customary in the industry, unless they have been expressly designated as binding in the order confirmation.
2.3 The customer is responsible for the accuracy of any documents it may be required to provide, such as drawings, samples, and the like.
2.4Allcontracts are concluded subject to correct and timely delivery to us by our suppliers. This applies only if we are not responsible for the non-delivery, in particular when a corresponding covering transaction has been concluded with our supplier. We expressly assume no procurement risk. In the event of unavailability, we will notify the customer immediately and promptly refund any consideration already paid by the customer.
2.5 To the extent that a continuing supply relationship exists between us and the customer, we are not obligated to accept individual contracts. We do not assume any obligation to supply under any circumstances. However, if a written individual agreement expressly establishes an obligation to supply, we are still entitled to refuse to accept an order if there is reason to fear or if a significant deterioration in the customer’s financial circumstances has occurred.
3.1 Unless otherwise specified, we are bound by the prices stated in our offers for a period of 15 days from the date of the offer. The prices stated in the order confirmation in euros, plus the applicable statutory value-added tax, shall be decisive. Any additional deliveries and services will be billed separately. If no prices are specified, the prices valid at the time of delivery shall apply.
3.2 If there is a significant change in material, logistics, or energy costs, as well as other external costs, we are entitled to demand a reasonable adjustment of the price, taking these factors into account and providing evidence thereof.
4.1 The delivery time shall be calculated from receipt of the order until the goods leave the factory and shall be considered only approximate. Even if a delivery time specified by calendar date has been agreed upon, this does not constitute a fixed-term transaction within the meaning of Section 376(1) of the German Commercial Code (HGB). Furthermore, delivery dates or deadlines, whether agreed upon as binding or non-binding, must always be in writing.
4.2 If we fail to meet a binding delivery deadline agreed upon, the customer may assert further rights after the occurrence of the delay, issuance of a formal notice, and setting of a reasonable grace period of at least three weeks. A grace period is not required if, upon conclusion of the contract, the customer reserved the right to withdraw in the event of non-compliance with the binding delivery deadline. In this case, the customer’s claim for damages is excluded, unless we, a legal representative, or a vicarious agent can be accused of intent or gross negligence with respect to the delay. This also applies to the breach of duties during contract negotiations.
4.3 We shall not be liable for delays in delivery or performance due to force majeure or events that significantly impede or render delivery impossible—including, in particular, labor disputes, civil unrest, governmental measures, epidemics or pandemics, failure of our suppliers to deliver, etc.—even in the case of bindingly agreed deadlines and dates. Such events entitle us to postpone the delivery or performance for the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part with respect to the unfulfilled portion, without the customer being entitled to claim damages, unless we are guilty of gross negligence or intent. We will endeavor to notify the customer immediately of the beginning and end of impediments of the aforementioned kind. If the aforementioned impediments occur on the customer’s side, the same legal consequences shall also apply to the customer’s obligation to accept delivery. The same applies
4.4Partial deliveriesand partial services are permitted to the extent customary in the trade and will be invoiced separately.
For goods manufactured to order, over- or under-deliveries of up to 10% are deemed acceptable. In the event of an over- or under-delivery, the purchase price shall be adjusted in accordance with the quantity actually delivered. Under no circumstances is the customer entitled to assert any claims against us arising from an over- or under-delivery that go beyond the right to a price adjustment. Delivery of stock items shall be made in the packaging units specified in the sales documents. Quantities deviating from these may be rounded up or down.
6.1Ifweshipthe goods at the customer’s request, we reserve the right to choose the shipping method. In particular, we may, if necessary, engage an external carrier, unless the customer makes a binding decision on this matter before the delivery deadline expires.
6.2 If we ship the contractual items at the customer’s request, this is done at the customer’s risk. For all deliveries, the risk passes to the customer upon handover of the goods (loaded and standing on the truck) to the freight forwarder, carrier, or any other persons designated to carry out the shipment. This also applies to partial deliveries and agreed-upon carriage-paid deliveries. An agreed-upon delivery requires that the access road be passable by heavy trucks.
6.3 If shipment or pickup is delayed at the customer’s request, the customer’s default of acceptance begins upon receipt of the written notice of readiness for shipment. Furthermore, in this case, we are entitled, beginning one week after notification of readiness for shipment, to charge the costs incurred by us for storage on our premises at a rate of at least 1% of the invoice amount per week or portion thereof. In this case, the risk of damage to or loss of the items passes to the customer upon notification of readiness for shipment. The same applies in the event of the customer’s default in acceptance. At the customer’s request and expense, we will insure the goods against destruction, loss, and damage for the duration of storage with us or third parties.
6.4 If we bear the transport risk, the customer is obligated to inspect the shipment immediately upon arrival for transport damage and to send us, without delay, a damage report from the carrier and a written notice, which must be signed by the customer, regarding any damage or loss. The damaged delivery items must be kept available for inspection by our employees in the condition they were in at the time the damage was discovered.
6.5Ifthe application of the International Commercial Terms (Incoterms) has been agreed upon in a specific contract between the customer and us, the most recent version of the Incoterms in effect at the time the specific contract was entered into shall apply.
7.1Unless otherwise agreed, prices are quoted “ex works,” excluding freight, postage, insurance, and standard industry packaging. Freight charges are listed separately and are to be borne by the customer. The amount of the freight charges depends on the weight, volume, and destination of the shipment and will be communicated to the customer before the order process is completed.
7.2Shipping costsare listed in the respective quote. If the quote does not include shipping costs, our currently valid price list for the shipment of goods applies.
8.1Deliveries are generally made on returnable Euro pallets that comply with the EPAL standard. Upon delivery, the buyer is required to immediately return an equal number of returnable pallets of the same type and quality.
8.2 If an immediate exchange is not possible for logistical reasons (e.g., delivery by freight forwarders without a return option), this will be recorded in a pallet account that we maintain for the customer.
8.3 If the palletsarenotexchangedimmediately upon delivery, the buyer is obligated to return the exchange pallets to our warehouse at its own expense within 30 calendar days in accordance with the pallet balance. The date of receipt at our facility shall be decisive.
8.4Ifthe return exchangeisnotmadeby the deadline, or if damaged or non-returnable pallets are returned, we reserve the right to charge the buyer the replacement cost per pallet plus a flat-rate processing fee.
8.5Any objectionsto the pallet account must be submitted in writing within 14 days of receiving the relevant balance statement. After that, the stated balance is deemed to have been accepted.
9.1 Unless otherwise agreed, all invoices are due for payment without deduction within 14 days of the invoice date following delivery of the goods. The customer is only entitled to discounts if these have been expressly agreed in writing. Discounts from partial invoices that have already been paid become void in the event of default on subsequent partial invoices or the final invoice.
9.2 Notwithstanding any designation by the customer, we alone shall determine against which of several claims incoming payments are to be applied.
9.3 If we have indisputably delivered goods that are partially defective, our customer is nevertheless obligated to pay for the non-defective portion.
9.4 If the payment deadline is exceeded, we are entitled to charge default interest at the rate the bank charges us for overdrafts, but at least 10.5 percentage points above the applicable base rate.
9.5All ofour claims become due immediately if the terms of payment are not met or if, after the conclusion of the respective contract, we become aware of circumstances that impair the customer’s creditworthiness. Furthermore, in such a case, we are entitled to withhold our outstanding services until the consideration is provided or security is posted for them. We may also prohibit the resale of goods delivered under retention of title and demand their return. The demand for the return of the goods does not constitute a withdrawal from the contract.
9.6If the customer engages a central clearing house, the invoice settlement shall not be deemed to have discharged the debt until the payment has been credited to our account.
9.7If, after the conclusion of the contract, it becomes apparent that our claim for payment is at risk due to the customer’s inability to pay, we may withhold performance and set a reasonable deadline for the customer to make payment or provide security concurrently with delivery. If the customer refuses or the deadline expires without result, we may withdraw from the contract and claim damages in lieu of performance.
10.1 All delivered goods remain our property (reserved goods) until all claims, in particular the respective balance claims to which we are entitled within the scope of the business relationship, have been satisfied (balance reservation). This also applies to future and conditional claims, as well as when payments are made against specifically designated claims. This balance reservation expires definitively upon settlement of all claims still outstanding at the time of payment and covered by this balance reservation. We are entitled to assign the payment claims to which we are entitled against the customer.
10.2 The processing and treatment of goods subject to retention of title is carried out on our behalf as the manufacturer within the meaning of § 950 BGB, without imposing any obligations on us. The processed goods shall be deemed goods subject to retention of title within the meaning of Section 11.1. If the customer processes, combines, or mixes the goods subject to retention of title with other goods, we shall be entitled to proportional co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership expires due to combination or mixing, the customer hereby transfers to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the goods subject to retention of title and shall hold them in safekeeping for us free of charge. Our co-ownership rights shall be deemed goods subject to retention of title within the meaning of Section 11.1.
10.3 The customer may sell the goods subject to retention of title only in the ordinary course of business under its normal terms and conditions and provided that it is not in default, provided that it reserves title and the claim arising from the resale is transferred to us in accordance with Sections 11.4 through 11.6. The customer is not entitled to dispose of the goods subject to retention of title in any other manner. The use of the goods subject to retention of title to fulfill contracts for work and services shall also be deemed a resale within the meaning of this Section 11.
10.4 The claim arising from the resale of the goods subject to retention of title, together with all security interests acquired by the customer in connection with such claim, is hereby assigned to us. They serve as security to the same extent as the goods subject to retention of title. If the goods subject to retention of title are sold by the customer together with other goods not sold by us, the claim arising from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods sold. Upon the sale of goods in which we hold co-ownership shares pursuant to Section 11.2, a portion corresponding to our co-ownership share shall be assigned to us.
10.5 The customer is authorized to collect claims arising from the resale. This authorization to collect expires in the event of our revocation, but no later than upon default in payment, non-honoring of a bill of exchange, or filing for insolvency proceedings. We will only exercise our right of revocation if, after the conclusion of the contract, it becomes apparent that our claim for payment arising from this or other contracts with the customer is jeopardized by the customer’s inability to pay. At our request, the customer is obligated to immediately inform its buyers of the assignment to us and to provide us with the documents necessary for collection. Under no circumstances is the customer authorized to assign the claim.
10.6 The customer must notify us immediately of any seizure or other encumbrance by third parties. The customer shall bear all costs incurred in lifting the encumbrance or in returning the goods subject to retention of title, unless such costs are reimbursed by third parties.
10.7 If the customer defaults on payment or fails to honor a bill of exchange when due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the customer’s premises for this purpose. The same applies if, after the conclusion of the contract, it becomes apparent that our claim for payment under this contract or under other contracts with the customer is jeopardized by the customer’s lack of solvency. Such repossession does not constitute a withdrawal from the contract. Provisions of the Insolvency Code remain unaffected.
10.8Ifthe invoice value of the existing collateralexceedsthe total amount of the secured claims, including ancillary claims (interest, costs, or similar), by more than 10%, we are obligated, at the customer’s request, to release collateral of our choice to that extent.
11.1 If we are in default regarding the delivery of an item and are found to have acted with gross negligence or intent in connection with such default, we shall compensate the customer for all damages incurred as a result. In cases of simple negligence, the customer’s claims are excluded.
11.2 If the supplier fails to deliver, both parties have the right to withdraw from the contract.
11.3 We are entitled to withdraw from the contract for the following reasons:
11.3.1If, contrary to the assumption made prior to the conclusion of the contract, it turns out that the customer is not creditworthy. Creditworthiness may be presumed without further ado in cases of a bill of exchange or check protest, suspension of payments by the customer, or an unsuccessful attempt at enforcement against the customer. It is not necessary for these circumstances to relate to the business relationship between us and the customer.
11.3.2Ifit turns out that the customer has provided inaccurate information regarding their creditworthiness and such information is of material importance to the conclusion of the contract.
11.3.3 If the goods subject to our retention of title are sold other than in the customer’s ordinary course of business, in particular through transfer of ownership by way of security or pledging. Exceptions to this apply only if we have given our consent to the sale in writing.
11.3.4 If, after the conclusion of the contract, circumstances essential to the performance of the contract have developed beyond our control in such a way that performance becomes impossible or unreasonably difficult for us (e.g., non-delivery by the supplier for reasons not attributable to us, or the possibility of delivery only under significantly more difficult conditions).
11.3.5 If the customer materially breaches its contractual obligations, in particular if it is accused of a breach of the duty of care with respect to the handling of the goods delivered under retention of title.
March 11, 2023 In all other respects, our right of withdrawal and the customer’s right of withdrawal are governed by the statutory provisions.
12.1We guarantee that the goods we deliver are free from defects. Unless otherwise agreed, all items subject to standards will be delivered in accordance with those standards and the specified or customary market tolerances. When using counting scales to determine the number of items, a tolerance of ±1% applies.
12.2 The customer is obligated to inspect the delivered goods immediately upon delivery and to notify us in writing of any defects without delay (no later than the second business day following delivery). Defects that are reported late, i.e., contrary to the above obligation, are excluded from the warranty. Non-obvious defects that only become apparent over time must be reported by the customer in writing immediately upon discovery. Notifications of defects will only be recognized by us as such if they are communicated in writing, even if they are asserted to sales representatives, carriers, or third parties.
12.3 The return of goods to us required in the event of a defect may only take place with our prior written consent. Returns made without our prior consent will not be accepted by us. In this case, the customer shall bear the costs of the return resulting from our refusal to accept the goods.
12.4 In the event that a repair or replacement is made due to a valid complaint, the provisions regarding the delivery time shall apply accordingly.
12.5 The warranty period is 12 months and begins upon the transfer of risk to the customer. This does not apply in the cases specified in Section 14.1. Within this warranty period, we will remedy defects free of charge that the customer has reported to us in writing in a comprehensible manner. The defect shall be remedied, at our discretion, by repairing the defect, circumventing the defect, or delivering a different item (subsequent performance). The customer is obligated to compensate us for the benefits of use derived from the defective item up until the delivery of the replacement item. If we offer the customer defect-free but used goods as a replacement, the customer has the right to choose whether to receive new goods and compensate for the benefits of use or to accept used goods. In this case, the customer pays no compensation for the benefits of use. If subsequent performance fails, the customer may set us a final deadline of at least 4 weeks in writing within which we must fulfill our obligations. Upon the unsuccessful expiration of this deadline, the customer may demand a price reduction, withdraw from the contract, or have the necessary repair carried out by themselves or by a third party at our expense and risk. If the repair was successfully carried out by the customer or a third party, all of the customer’s claims shall be settled upon reimbursement of the reasonable costs demonstrably incurred by them. Reimbursement of costs is excluded to the extent that expenses increase because the goods were moved to another location after our delivery, unless this corresponds to the intended use of the goods.
12.6Any furtherclaims by the customer against us are excluded, in particular claims for compensation for damages that did not occur to the subject matter of the contract itself. This does not apply in cases where liability arises from intentional misconduct or gross negligence.
12.7 We shall not be liable for material defects resulting from unsuitable or improper use, faulty installation by the customer or third parties, normal wear and tear, or faulty or negligent handling, nor for the consequences of modifications made by the customer or third parties that are improper and carried out without our consent. The same applies to defects that only insignificantly reduce the value or suitability of the goods. If, after inspection, the defect reported by the customer cannot be verified, the customer shall bear the costs of the investigation.
12.8 In the event of defects, we shall repair the subject matter of the contract in question at our discretion either at our place of business or at the customer’s place of business. If a defect exists that can only be repaired on-site at the customer’s premises, we shall bear the resulting costs only up to the location where the item was intended to be used at the time the contract was concluded. If nothing has been agreed and nothing can be inferred from the circumstances, we shall, at most, be obligated to perform the repair at the customer’s place of business. Any additional costs resulting from the customer having moved the item to a location other than the originally intended installation site or the customer’s place of business shall be borne by the customer, unless moving the item to that location constitutes the intended use of the goods.
12.9 We shall be liable for damages resulting from defects in the goods only if such defects are attributable to at least grossly negligent breach of duty on our part, on the part of our legal representatives, or on the part of our vicarious agents. The customer must provide evidence of the cause and extent of the damage incurred. The same applies to futile expenses. The foregoing limitation expressly does not apply if liability for damages resulting from injury to the customer’s life, body, or health is established due to a culpable breach of duty on our part, on the part of our legal representatives, or on the part of our vicarious agents. If we have assumed a warranty for a specific quality of the sold item for a specified period, the above provisions regarding the obligations to inspect and give notice of defects, as well as the number of attempts at subsequent performance, shall not apply.
12:10 The burden of proof regarding the existence of a defect rests with the customer.
12.11 Repairsor replacement do not restart the statute of limitations.
13.1Weshall be fully liable for damages caused intentionally or through gross negligence by us, our legal representatives, or our agents, as well as for damages resulting from injury to life, limb, or health arising from a breach of duty for which we, our legal representatives, or our agents are responsible. Otherwise, liability is excluded unless otherwise specified below.
13.2Forother culpable breaches of material contractual obligations, our liability is limited to the amount of foreseeable damage typical for this type of contract. Material contractual obligations are those whose fulfillment is essential for the proper performance of the contract and on whose compliance the contracting party may rely.
13.3Theabove disclaimers of liability do not apply to strict liability required by law (e.g., under the Product Liability Act or in cases of fraudulent misrepresentation), liability arising from a strict warranty, or in cases of injury to life, limb, or health.
The customer is not entitled to set off any claims unless the claim is undisputed or has been legally established. In the event of a valid complaint regarding a defect, a right of retention is permitted only to the extent that it is reasonable and proportionate to the defect and the purchase price. The customer may withhold payments only if we have acknowledged the complaint or if it has been legally established.
The customer’s rights under contracts entered into with us may not be transferred without our prior written consent.
16.1Should one or more of the foregoing provisions be or become invalid or contain a loophole, the remaining provisions shall remain unaffected. In such a case, the contracting parties are obligated to replace an invalid provision with a valid one that most closely corresponds to the economic purpose of the invalid provision. This also applies to filling any unintended gaps that require filling.
16.2 Any agreements that deviate from or supplement the foregoing terms and conditions shall be effective only in the form of a written addendum to the contract concluded by the parties, which refers to the amended terms and conditions. Any waiver of this written form requirement must also be in writing
16.3 The place of performance for all obligations under this contract is our registered office.
16.4 The exclusive venue for all disputes arising from the contractual relationship and regarding its validity, including in the context of a bill of exchange and/or check proceeding, shall be, if the customer is a registered merchant, a legal entity under public law, or a special fund under public law, or has its registered office abroad, at our discretion, either our registered office or the customer’s registered office.
16.5 This contractual relationship is governed exclusivelybythe laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
As of: April 2025 SORIWA GmbH
