General Terms and Conditions of Sale - GTC
1. Scope
1.1 These General Terms and Conditions of Sale (GTC) apply to all business relationships between Sponeta GmbH and our customers (“buyer”). The General Terms and Conditions of Sale only apply if the buyer is an entrepreneur (§ 14 of the German Civil Code, BGB), a legal entity under public law or a special fund under public law within the meaning of § 310 Paragraph 1 of the German Civil Code (BGB).
1.2 The general terms and conditions of sale of Sponeta GmbH apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the buyer will only become part of the contract if and to the extent that Sponeta GmbH has expressly agreed to their validity in writing. This consent requirement also applies if the buyer refers to his general terms and conditions when placing the order and Sponeta GmbH has not expressly objected to the general terms and conditions.
1.3 These General Terms and Conditions of Sale of Sponeta GmbH apply to contracts for the sale and/or delivery of movable items, both school and commercial furniture, their spare parts and accessories, as well as table tennis tables and their spare parts and table tennis accessories ("goods"). It does not matter whether Sponeta GmbH manufactures the goods itself or purchases them from suppliers (§§ 433, 650 of the German Civil Code, BGB). Unless otherwise agreed, the General Terms and Conditions of Sale apply in the version valid at the time of the buyer's order as a framework agreement for similar future contracts, without Sponeta GmbH as the seller having to refer to them again on a case-by-case basis .
1.4 Individual agreements made with the buyer in individual cases (including collateral agreements, additions and changes) and information in the order confirmation from Sponeta GmbH take precedence over these General Terms and Conditions of Sale. The content of such agreements is determined, unless there is evidence to the contrary, by a written contract or written confirmation from Sponeta GmbH.
1.5 Legally relevant declarations and notifications from the buyer regarding the contract (e.g. notifications of defects, setting of deadlines, withdrawal or reduction) must be made in writing, i.e. in written and text form (e.g. letter, e-mail, fax). Further statutory formal requirements and further evidence (if there are doubts about the legitimacy of the person making the declaration) remain unaffected.
1.6 If references are made to the validity of statutory provisions, it should be noted that these are for clarification purposes only. The statutory provisions apply - even if no corresponding clarification has been made - to the extent that they are not modified or excluded by the General Terms and Conditions of Sale.
2. Offer and contract conclusion
2.1 Sponeta GmbH's offers are non-binding and subject to change. This also applies if the buyer has been provided with catalogues, technical documentation (e.g. drawings, plans, calculations, estimates, references to DIN standards) and other product descriptions or documents (also in electronic form). Sponeta GmbH reserves ownership and copyright to all documents provided to the buyer in connection with the order. These documents may not be made available to third parties unless Sponeta GmbH gives the buyer its express written consent to do so .
2.2 When the buyer orders the goods, this constitutes a non-binding contractual offer in accordance with Section 145 of the German Civil Code(BGB). Unless otherwise stated in the order, Sponeta GmbH is entitled to accept this contractual offer within two weeks of receipt .
2.3 Acceptance of the contract offer by the buyer can be declared either in writing (e.g. by an order confirmation) or by delivery of the goods to the buyer. In the event that Sponeta GmbH as the seller does not accept the buyer's offer within the period specified in section 2.2, documents sent to the buyer must be returned to Sponeta GmbH immediately .
3. Prices and payment agreements
3.1 Unless otherwise agreed in writing in individual cases, the current prices of Sponeta GmbH ex warehouse at the time of conclusion of the contract apply, plus statutory sales tax. Unless a fixed price agreement has been made, reasonable price changes due to changes in wage, material and distribution costs remain reserved for deliveries that take place 3 months or later after conclusion of the contract.
3.2 In the case of a sale by dispatch, the buyer must bear the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. Any customs duties, fees, taxes and other public charges must be borne by the buyer.
3.3 Payment of the purchase price must be made exclusively to the account specified in the order confirmation. Deduction of discounts is only permitted with a special written agreement.
3.4 Unless otherwise agreed, the purchase price is due and payable within fourteen days of invoicing and delivery or acceptance of the goods. However, Sponeta GmbH is entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. Sponeta GmbH will declare a corresponding reservation at the latest with the order confirmation.
3.5 The buyer is in default if the payment deadline specified above or agreed in the individual contract expires. During the default, the purchase price is subject to interest at the applicable statutory default interest rate according to Section 288 Paragraph 2 of the German Civil Code (BGB) in the amount of nine percentage points above the respective base interest rate . Sponeta GmbH reserves the right to assert further damages for default. Sponeta GmbH's claim to commercial default interest according to Section 353 of the German Commercial Code (HGB) remains unaffected with regard to merchants.
3.6 If, after conclusion of the contract, it is foreseeable that Sponeta GmbH's claim to payment of the purchase price is at risk due to a lack of performance on the part of the buyer (e.g. by filing for insolvency proceedings), Sponeta GmbH is entitled to refuse performance and, if necessary after setting a deadline, to withdraw from the contract in accordance with the statutory provisions (Section 321 of the German Civil Code,BGB). In the case of contracts in which the production of non-fungible items (custom-made items) is owed, Sponeta GmbH can immediately declare withdrawal. The statutory provisions on the dispensability of setting a deadline remain unaffected in this respect.
4. Rights of retention
The buyer is only entitled to rights of set-off or retention if his claim has been legally established or is undisputed and his counterclaim is based on the same contractual relationship. In the event that defects occur during delivery, the buyer's counterclaims, in particular in accordance with clause 9.6 sentence 2 of these General Terms and Conditions of Sale, remain unaffected.
5. Delivery period and delay in delivery
5.1 Delivery dates or deadlines that have not been expressly agreed upon are purely non-binding information.
5.2 If the delivery period is individually agreed or specified by Sponeta GmbH when the order is accepted, Sponeta GmbH is obliged to inform the buyer of this fact immediately and to inform them of the expected or new delivery period in the event that the contractually agreed delivery periods cannot be met for reasons for which Sponeta GmbH is not responsible. The delivery period specified by Sponeta GmbH only begins when the technical questions have been clarified. The buyer must also fulfil all of his obligations properly and on time. The delivery times specified by Sponeta GmbH refer to the date of dispatch of the goods. They are deemed to have been met if the goods leave the factory at this time or if the customer is informed that they are ready for delivery. Sponeta GmbH is entitled to make partial deliveries and provide partial services at any time, provided this is reasonable for the customer. If a delayed delivery cannot be made due to the unavailability of the service even within the newly announced delivery period, Sponeta GmbH is entitled to withdraw from the contract in whole or in part; Sponeta GmbH must immediately reimburse any consideration already provided by the buyer (in the form of payment of the purchase price). The unavailability of the service is the case, for example, if a supplier of Sponeta GmbH has not delivered on time, if a congruent hedging transaction has been concluded, if there are other disruptions in the supply chain (for example due to force majeure) or if Sponeta GmbH is not obliged to procure in the individual case.
5.3 Whether a delay in delivery by Sponeta GmbH as the seller is present is determined by the statutory provisions. However, a prerequisite for a delay in delivery by Sponeta GmbH as the seller is a reminder from the buyer. In the event that a delay in delivery is present, the buyer can claim flat-rate compensation for the damage caused by the delay. The flat-rate compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but a maximum of 5% of the delivery value of the goods delivered late. Sponeta GmbH expressly reserves the right to provide appropriate proof that the buyer has suffered no damage or only less damage than the above flat rate.
5.4 The rights of the buyer according to section 10 of these General Terms and Conditions of Sale and the statutory rights of Sponeta GmbH, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of the performance and/or subsequent fulfillment), remain unaffected.
6. Delivery, transfer of risk, acceptance, delay in acceptance, shipping/packaging
6.1 Delivery is ex warehouse. The Sponeta GmbH warehouse is also the place of performance for delivery and the place for any subsequent performance. In the event that the buyer wants the goods to be sent to a different destination (sale by dispatch), he must bear the costs of shipping. In the event that nothing has been contractually agreed, Sponeta GmbH can itself determine the type of shipping (packaging, shipping route, transport company).
6.2 When the goods are handed over to the buyer, the risk of accidental loss and accidental deterioration is transferred to the buyer. In the case of a sale by dispatch, the risk of accidental loss of the goods, accidental deterioration of the goods and the risk of delay are transferred when the goods are delivered to the forwarding agent or carrier. In the event of a contractual agreement to accept the goods, this is decisive for the transfer of risk. Further statutory provisions remain unaffected. The handover or acceptance of the goods is equivalent if the buyer is in default of acceptance.
6.3 In the event that the buyer is in default of acceptance or the delivery by Sponeta GmbH is delayed for other reasons for which the buyer is responsible, Sponeta GmbH has a claim against the plaintiff for compensation for the damage incurred, including additional expenses (e.g. storage costs). If this is the case, Sponeta GmbH will invoice the buyer for storage costs (depending on the quantity of goods to be delivered) to be determined in an individual contract from the start of the delivery period or, if no delivery period has been specified, with the notification that the goods are ready for dispatch. Legal claims by Sponeta GmbH (reimbursement of additional expenses, reasonable compensation, termination) and proof of greater damage remain unaffected.
6.4 The proof of greater damage and the statutory claims of Sponeta GmbH (in particular reimbursement of additional expenses, reasonable compensation, termination, etc.) remain unaffected; however, the flat rate is to be offset against further monetary claims. However, the buyer reserves the right to prove that Sponeta GmbH has suffered no damage at all or only significantly less damage than the above flat rate.
6.5 If the buyer intentionally or through gross negligence delays acceptance of the purchased item for more than 14 days after receipt of the notification of availability, Sponeta GmbH is entitled, after setting a grace period of a further 14 days, to withdraw from the contract or demand compensation for non-performance. Setting a grace period is not necessary if the customer seriously or definitively refuses acceptance or is clearly unable to pay the purchase price within this period.
6.6 Loading and shipping are uninsured and at the buyer's risk. Postage, transport and packaging costs are charged separately by Sponeta GmbH unless otherwise agreed in an individual contract. The buyer's wishes and interests are taken into account. Any additional costs resulting from this - even if freight-free delivery has been agreed - are borne by the buyer. Sponeta GmbH does not take back transport and all other packaging in accordance with the Packaging Ordinance. The buyer must ensure that the packaging is disposed of at his own expense. At the buyer's request and expense, Sponeta GmbH will insure the delivery with transport insurance.
7. Retention of title
7.1 Sponeta GmbH reserves ownership of the delivered goods until full payment of all current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
7.2 Until the secured claims have been paid in full, the goods subject to retention of title may not be pledged to third parties or transferred as security. The buyer must notify Sponeta GmbH immediately in writing if an application for insolvency proceedings is filed or if third parties (e.g. seizures) are made on the goods belonging to Sponeta GmbH. If the third party is unable to reimburse Sponeta GmbH for the legal and extrajudicial costs of a lawsuit in accordance with Section 771 of the Code of Civil Procedure (ZPO), the buyer is liable for the loss incurred by Sponeta GmbH.
7.3 In the event of the buyer's breach of contract, in particular in the event of non-payment of the purchase price due, Sponeta GmbH is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for return does not simultaneously contain a declaration of withdrawal; rather, Sponeta GmbH is entitled to simply demand the return of the goods and reserve the right to withdraw. In the event that the buyer fails to pay the purchase price due, Sponeta GmbH must have unsuccessfully set the buyer a reasonable deadline for payment before asserting these rights. This only applies if such a deadline is not dispensable according to the statutory provisions.
7.4 The buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business until revoked in accordance with section 7.4.c. In this case, the following provisions apply in addition:
a) The products created by combining, mixing or processing the goods of Sponeta GmbH are subject to retention of title at their full value, with Sponeta GmbH being the manufacturer. In the event that the ownership rights of third parties remain in place when combining, mixing or processing the goods, Sponeta GmbH acquires co-ownership in proportion to the invoice values of the combined, mixed or processed goods. In all other respects, the same applies to the resulting product as to the goods delivered under retention of title. The buyer also assigns to Sponeta GmbH for security purposes any claims that arise against a third party as a result of the combination of the reserved goods with a property. In this case, Sponeta GmbH accepts the assignment.
b) The buyer hereby assigns to Sponeta GmbH, for security purposes, the claims against third parties arising from the resale of the goods or products in the amount of the final invoice amount (including VAT) agreed with Sponeta GmbH, in full or in the amount of our possible co-ownership share in accordance with section 7.4.a. Sponeta GmbH accepts the assignment. The buyer's obligations listed in section 7.2 also apply with regard to the assigned claims.
c) The buyer remains authorized to collect the claim alongside Sponeta GmbH. As long as the buyer meets his payment obligations to Sponeta GmbH, there is no lack of performance on the part of the buyer and Sponeta GmbH does not assert the retention of title by exercising a right in accordance with Section 7.3, Sponeta GmbH undertakes not to collect the claim. If Sponeta GmbH asserts the exercise of a right in accordance with Section 7.3, Sponeta GmbH can demand that the buyer disclose the assigned claims and their debtors, and that the buyer provide all information necessary for collection, hand over the associated documents and inform the debtors (third parties) of the assignment. In addition, Sponeta GmbH is entitled to revoke the buyer's authority to resell and to process the goods subject to retention of title.
d) In the event that the realizable value of the securities exceeds Sponeta GmbH's claims by more than 10%, Sponeta GmbH will release securities of its choice at the buyer's request.
7.5 The buyer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him.
8. Cancellation costs
If the buyer withdraws from an order without justification, Sponeta GmbH can, without prejudice to the possibility of claiming higher actual damages, demand 10% of the sales price for the costs incurred in processing the order and for the lost profit.
9. Buyer's claims for defects
9.1 The statutory provisions apply to the buyer's rights in the event of material and legal defects (including incorrect and incomplete deliveries, improper assembly/installation or inadequate instructions), unless otherwise specified below. The buyer's rights arising from separately issued guarantees, in particular those provided by the manufacturer, remain unaffected by this.
9.2 Agreements that Sponeta GmbH has made with buyers regarding the quality and the intended use of the goods (including accessories and instructions) regularly form the basis for liability for defects within the scope of the warranty. A quality agreement includes all product descriptions and manufacturer information that are the subject of the individual contract or that were made public by Sponeta GmbH (in particular in catalogs or on the Sponeta GmbH website) at the time the contract was concluded. In the event that no quality was agreed, it must be assessed whether a defect exists in accordance with the provisions of Section 434 Paragraph 3 of the German Civil Code (BGB). Against this background, it should be noted that public statements made by the manufacturer in advertising or on the label of the goods take precedence over statements made by other third parties.
9.3 Sponeta GmbH shall not be liable for defects which the buyer is aware of at the time of conclusion of the contract or which he is grossly negligent in not knowing about in accordance with Section 442 of the German Civil Code (BGB).
9.4 The buyer's claims for defects only exist if the buyer has complied with his statutory inspection and notification obligations (Section 377, 381 German Commercial Code, HGB). A written notification to Sponeta GmbH must be made immediately if a defect becomes apparent during delivery, inspection or at a later point in time. Obvious defects must be reported in writing immediately, but no later than the second working day following delivery, and undetectable defects must be reported within the same period from the discovery of the defects. In the event that the buyer neglects or does not fulfill his obligation to properly inspect and/or report defects, Sponeta GmbH is not liable for any defects that are not reported, not reported in time or not reported properly in accordance with the statutory provisions.
9.5 Complaints made to field staff, transport companies or other third parties do not constitute complaints made in due form or within the deadline.
9.6 If the delivered goods are defective, Sponeta GmbH as the seller has the right to choose whether Sponeta GmbH will provide subsequent performance by eliminating the defect (repair) or by delivering a defect-free item (subsequent delivery). If the type of subsequent performance chosen by Sponeta GmbH is unreasonable for the buyer in the individual case, he can refuse it. However, Sponeta GmbH reserves the right to refuse subsequent performance under the statutory conditions. In addition, Sponeta GmbH is entitled to make the subsequent performance dependent on the buyer paying the purchase price due. However, the buyer has the right to retain a portion of the purchase price that is appropriate in relation to the defect.
9.7 Minor defects that do not significantly affect the value, suitability or usability of the product are excluded from the warranty. The same applies to defects that are the result of improper use or failure to follow the assembly instructions.
9.8 The buyer must grant Sponeta GmbH the necessary time and opportunity to provide subsequent performance. In particular, the buyer must hand over the item for which he has claimed a defect to Sponeta GmbH for inspection purposes. In the event that Sponeta GmbH makes a subsequent delivery of a defect-free item, the buyer must return the defective item in accordance with the statutory provisions at the request of Sponeta GmbH. However, the buyer is not entitled to a right of return.
9.9 Sponeta GmbH will reimburse the expenses necessary for inspection purposes and subsequent performance (transport, labor and material costs as well as removal and installation costs, if applicable) in accordance with the statutory provisions and these General Terms and Conditions of Sale in the event that a defect exists. However, Sponeta GmbH can demand reimbursement from the buyer for costs incurred due to an unjustified request for defect rectification in the event that the buyer knew or could have recognized that there was actually no defect.
9.10 The buyer must inform Sponeta GmbH immediately in the event of self-performance. In the event that Sponeta GmbH would have been entitled to refuse subsequent performance in accordance with the statutory provisions, the buyer has no right to self-performance.
9.11 The buyer can withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions if a deadline set by the buyer for subsequent performance has expired without success or is unnecessary according to the statutory provisions. In the event of a minor defect, however, the buyer has no right of withdrawal.
9.12 The buyer's claims for reimbursement of expenses according to Section 445a Paragraph 1 of the German Civil Code (BGB) are excluded, unless the last contract in the supply chain is a purchase of consumer goods (Sections 478, 474 of the German Civil Code, BGB) and the defect claimed was already present at the time of transfer of risk.
9.13 Claims for damages or claims for reimbursement of wasted expenses incurred by the buyer (Section 284 of the German Civil Code) exist only in accordance with the above paragraphs, even if a defect exists.
10. statute of limitations
10.1 The general limitation period for claims resulting from material or legal defects is one year from delivery, in deviation from Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB). In the event that acceptance has been contractually agreed, the limitation period begins with acceptance .
10.2 The above limitation periods under the law on sales also apply to contractual and non-contractual claims for damages by the buyer that are based on a defect in the goods, unless the application of the regular statutory limitation period according to Section 195, 199 German Civil Code (BGB) would lead to a shorter limitation period in the individual case. Claims for damages by the buyer and those under the Product Liability Act expire exclusively according to the statutory limitation periods.
11. Other Liability
11.1 Sponeta GmbH as seller shall be liable, unless otherwise stated in these General Terms and Conditions of Sale, including the following provisions, for breaches of contractual and non-contractual obligations in accordance with statutory provisions.
11.2 Within the scope of liability based on fault, Sponeta GmbH is liable for damages, regardless of the legal basis, only in the event of intent and gross negligence.
11.3 The liability limitations pursuant to Section 11.2 also apply to third parties and to breaches of duty by persons whose fault Sponeta GmbH legally responsible for. If a defect was fraudulently concealed and a guarantee for the quality of the goods was given, the liability limitations do not apply. This also applies to claims by the buyer under the Product Liability Act.
11.4 The buyer may withdraw or terminate the contract due to a breach of duty that does not result from a defect only if Sponeta GmbH as the seller is responsible for the breach of duty.
11.5 The buyer's right to terminate the contract (in particular according to Section 650, 648 German Civil Code (BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.
12. custom-made products
If Sponeta GmbH manufactures goods according to samples, models, drawings or other specifications of the customer, the customer guarantees that the manufacture and sale of these goods does not infringe the intellectual property rights of third parties. All damages incurred by Sponeta GmbH as a result of the assertion of such intellectual property rights must be reimbursed by the customer.
13. Place of performance, choice of law and place of jurisdiction
13.1 The place of performance and jurisdiction for deliveries and payments (including check and bill of exchange claims) as well as all disputes arising between Sponeta GmbH and the contractual partner from the purchase contracts concluded between Sponeta GmbH and the buyer is the company headquarters (99994 Schlotheim/Thuringia).
13.2 These General Terms and Conditions of Sale and the contractual relationship between Sponeta GmbH as seller and the buyer are subject to the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
13.3 If the buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the registered office of Sponeta GmbH place of business in 99994 Schlotheim/Thuringia is the exclusive and international place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).
13.4 Sponeta GmbH is also entitled to file a lawsuit at the place of performance of the delivery obligation in accordance with these General Terms and Conditions of Sale or a prior individual agreement or at the general place of jurisdiction of the buyer . Priority statutory provisions (exclusive places of jurisdiction) remain unaffected by this.
13.5 Should the provisions of this contract or a provision included in it in the future be invalid or unenforceable in whole or in part, or should they later lose their legal validity or enforceability, this shall not affect the validity of the remaining provisions of these General Terms and Conditions of Sale. The same shall apply if it should emerge that the General Terms and Conditions of Sale contain a regulatory gap. In place of the invalid or unenforceable provisions or to fill the gap, an appropriate regulation shall apply which - as far as legally possible - comes closest to what was intended and would have been intended according to the spirit and purpose of the General Terms and Conditions of Sale, provided that this point had been considered when concluding these General Terms and Conditions of Sale or when a provision was subsequently included.
Schlotheim 2024