GTC B2B

General Terms and Conditions of Delivery and Payment

I. Scope
1. Quotations, contracts, agreements and deliveries are made exclusively according to these General Terms and Conditions of Delivery and Payment. Any deviating terms and conditions of the Customer which we do not expressly accept in writing are not binding on us, even if we do not expressly object to them. The Customer is obliged to immediately notify us in writing if they do not agree with the aforementioned procedure.
2. We collect and process personal data in accordance with the relevant data protection legislation and only for the purpose of fulfilling the Contract. More information about our privacy practices is available online at https://severin.com/en-en/data-protection-regulations/.
3. If any provision of these General Terms and Conditions of Delivery and Payment are or become invalid in whole or in part, it does not affect the validity of the remaining provisions.
4. In the event of breach of Contract by the Customer, in particular default in payment or breach of the retention of title provisions, we are entitled to rescind the Contract and demand the return of the goods after a reasonable period of grace has elapsed.

II. Quotations, documents, reservation of changes
1. Our written order confirmation governs the scope of delivery. Additional verbal or telephone agreements are only valid if confirmed in writing by both parties.
2. The information contained in any brochure or similar document and the information supplied with any quotation is approximate only and, as such, is not binding unless expressly stated as such. Unless expressly agreed in the Contract, we do not give any warranties in respect of our goods and services. Manufacturer’s warranties to consumers remain unaffected, but do not bind us beyond the statutory warranty under this Contract or these General Terms and Conditions of Delivery and Payment.
3. Changes to the technical design of the goods ordered are permitted, unless this results in a significant change to the function or the Customer can prove that the change is unreasonable for them.
4. All illustrations, drawings, calculations and other documents remain our property and remain copyrighted. Documents that are marked as “confidential” may not be disclosed to any third party without our express written consent.

III. Prices and terms of payment
1. Our prices are always ex works or ex warehouse, for domestic transactions plus VAT at the applicable statutory rate. The cost of insurance, packaging, delivery and customs duties are charged separately. We may charge a lump sum or actual costs at our discretion.
We reserve the right to adjust prices accordingly if costs increase/decrease after conclusion of the Contract with an agreed delivery period of more than four months. If wages or material costs change thereafter up to the time of delivery, we are entitled to adjust the price accordingly (on request against proof) in accordance with the cost increases/reductions. The Customer is only entitled to withdraw from the Contract if a price increase significantly exceeds the increase in the general cost of living between the order and delivery and the increase amounts to more than 5% of the payment.
2. Invoices may only be sent in writing or electronically. The consent of the recipient is not required in the case of invoices sent electronically. If the Customer agrees to e-invoicing, we are entitled to send you invoices in electronic form. In this case, the Customer must provide us with a valid email address for the purpose of sending e-invoices. The Customer is obliged to create the technical conditions to be able to retrieve the invoice as agreed. An effective service is not prevented by any automatic electronic responses (e.g. notices of absence).
The Customer is obliged to inform us immediately of any change to the email address provided for e-invoicing. In the event of a culpable failure to notify us of a change in the email address provided for the e-invoice, the Customer is liable to compensate us for any loss incurred from ascertaining the address.
Upon receipt of the email to which the e-invoice is attached, the e-invoice is deemed to have been received by the Customer.
The Customer may at any time revoke their consent to e-invoicing in writing or in text form.
3. Payments as agreed. Unless expressly agreed otherwise, the invoice amount due is payable free of charge and without deduction within 8 days of receipt of the invoice, unless a different payment period is stated on the invoice.
4. Interest on arrears of 4% above the ECB base rate, but at least 5%, is charged in the event of late payment. Interest is payable immediately. We reserve the right to claim higher damages and the Customer reserves the right to prove that no damages have been incurred or that such damages are substantially less than the above liquidated damages. Failure to pay more than one debt causes all debts to become immediately due and payable.
5. The Customer is not entitled to withhold or offset any payments against any counterclaims, unless such counterclaims are undisputed, legally established or ripe for adjudication.
6. In the event of a deterioration in the financial circumstances of the Customer which gives rise to doubts as to their creditworthiness or ability to pay, in particular in the event of bill or cheque protests, default in payment, default in payment of other deliveries or if one of the parties has terminated the supply relationship, we are entitled to demand immediate payment without prejudice to our other rights. In the case of not yet executed orders, we are entitled to demand payment in advance or the provision of appropriate security.
7. Partial deliveries are charged for separately. The above conditions apply in all cases.
8. We are entitled to assign all or part of any claim arising from our business relationship. In this case, any payments made
to discharge the debt may only be made to the factor to whom we have assigned our claims. If an assignment has been made, this is expressly stated on the invoice.

IV. Delivery and delivery period
1. The stated delivery dates are subject to correct and timely delivery having been made to us. This only applies if we are not responsible for the subsequent delivery, in particular if a congruent hedging transaction is entered into with our supplier. The Customer is informed immediately of the unavailability of the service.
2. The delivery period commences upon receipt of all documents necessary for executing the order. It is deemed to have been complied with if, before its expiry, the goods have left the factory or notification has been given that they are ready for despatch.
3. In the event of force majeure (e.g. epidemics, supply and traffic restrictions, transport bottlenecks, lack of energy, interruptions of operations due to official decrees, attacks on computer systems, strikes, war, etc.) and all unforeseen hindrances occurring after conclusion of the Contract for which the supplier is not responsible, the delivery period is extended by the duration of the hindrance. This also applies if such disruptions occur at our suppliers or transport partners. Either party may cancel the affected transactions if the effect of the force majeure event lasts longer than three months or if it is no longer reasonable for either party to continue with the Contract as a result.
4. If the Customer suffers damage as a result of our culpable failure to meet bindingly agreed delivery dates or a delivery delay, we are only liable in the event of intent or gross negligence on the part of our vicarious agents.
5. We are entitled to a reasonable extent to make partial deliveries and, if necessary, subsequent deliveries.
6. If the Customer is in default of acceptance or culpably breaches other obligations to co-operate, we are entitled to demand compensation for the damage we have suffered, including any additional expenses. We expressly reserve the right to enforce additional claims.
7. Unless otherwise agreed, the mode of transport, the route, the nature and extent of the necessary protective measures, the choice of carrier/freight forwarder and the packaging are at our discretion.
8. The minimum order quantity per item is one packaging unit. In case of deviation, we are entitled to charge a minimum quantity surcharge. The amount will depend on the product and will be shown separately in quotations, order confirmations and invoices.
9. The minimum order value is €250 before VAT. If the order value is lower, we are entitled to charge a minimum quantity surcharge of €15.

V. Transfer of risk
Risk transfers to the Customer on provision of the goods and notification of readiness for despatch. This also applies if despatch is delayed due to circumstances beyond our control. In the absence of notification that the goods are ready for despatch, the risk passes to the Customer when the goods are handed over to the party carrying out the transport, but at the latest when the goods leave our factory or warehouse.

VI. Retention of title
1. In all cases we reserve title to all goods supplied. Title does not pass to the Customer until full payment has been received. In the case of goods which the Customer purchases from us in the course of their business, we retain title to the goods until settlement of all our claims against the Customer in respect of the business relationship. If the reserved goods are resold together with other items without an individual price having been agreed for the reserved goods, the Customer assigns to us that part of the total price claim which corresponds to the amount invoiced by us including VAT.
2. The Customer is entitled to resell the delivered goods on the normal terms and conditions of the Customer and subject to retention of title. In the event of a resale, the Customer hereby assigns to us all claims, including all ancillary rights, which accrue to them from the resale against the Buyer or third parties. If the goods are resold together with goods not belonging to us, the Customer’s claim against the Buyer are deemed to have been assigned to us to the amount of the delivery price agreed between us and the Customer. Until payment has been made in full, the Customer is not allowed to pledge the reserved goods or assign them as security.
3. The Customer is obliged to inform us immediately in writing of any access by third parties to the reserved goods, particularly in the event of enforcement measures, as well as any damage to or destruction of the reserved goods. The Customer is also obliged to notify us without delay of any change in ownership of the reserved goods and of any change of address.
4. We undertake to release the securities to which we are entitled at our discretion at the Customer’s request insofar as their value exceeds the secured claims by more than 20%.
5. If the goods are taken back in the course of asserting the retention of title, the Customer remains obliged to perform the Contract, unless the Consumer Credit Act applies, unless expressly stated otherwise at the time of asserting the retention of title. The Customer bears the cost of taking back and selling the goods.
6. We reserve the right to secure title in accordance with the relevant legal provisions of the receiving country in the case of export transactions to countries in which the above retention of title is not legally effective. The Customer is obliged to cooperate in this to the extent necessary.
7. The Customer is to reimburse us for all damages and costs arising from any breach of these obligations and from any necessary intervention to prevent third-party access to the goods, to the extent that our intervention was necessary and successful or we have prevailed in any legal proceedings.

VII. Notice of defects, warranty
1. If the Customer is a merchant within the meaning of the German Commercial Code (HGB) and this is a mutual commercial transaction, the Customer is to inspect the goods received immediately upon receipt for completeness, defects, quality and warranted characteristics within the meaning of Sec. 377 German Commercial Code (HGB). Quantity errors and obvious defects must be reported to us in writing within seven days of delivery, and hidden defects within the same period of time after discovery. Permissible deviations within the scope of the relevant technical standards (e.g. ISO or DIN standards) do not constitute defects.
2. Claims for defects do not apply in cases of insignificant deviations from the agreed quality, of only minor impairment of usability, of natural wear and tear or damage arising after the transfer of risk from faulty or negligent handling, excessive use, unsuitable operating materials or from particular external influences not provided for under the Contract, or from non-reproducible software errors. If the Customer or third parties carry out improper modifications or maintenance/repair work, no claims for defects are accepted for these and the resulting consequences.
3. Defective goods will, at our discretion, be repaired or returned and an equivalent replacement supplied.
4. If the repair or replacement fails, the Customer is entitled to demand a reduction in payment or cancellation of the Contract after a reasonable period of grace set by the Customer has elapsed without result.
5. The Customer is entitled to statutory rights if the goods lack a warranted characteristic at the time of transfer of risk. However, in the case of consequential damage, damages can only be claimed to the extent that the warranty was in place to protect the Customer against consequential damage as a result of the defect. Claims under Sec. 1 & 4 Product Liability Act (ProdHaftG) remain unaffected.
6. The foregoing applies mutatis mutandis if other goods are delivered instead of the contractually agreed goods.
7. Where the sale of goods law applies and the Customer is an entrepreneur within the meaning of said law, the warranty is limited to 1 (in words: one) year. Otherwise, the statutory provisions apply.

VIII. No-Russia clause

1. The Buyer / Distributor shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014.

2. The Buyer / Distributor shall not use or forward any intellectual property, trade secrets or technical information regarding SEVERIN products or services either directly or indirectly for marketing purposes or other use cases to the Russian Federation.

3. The Buyer / Distributor shall undertake its best efforts to ensure that the purpose of paragraph (1) & (2) is not frustrated by any third parties further down the commercial chain, including by possible resellers.

4. The Buyer / Distributor shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible
resellers, that would frustrate the purpose of paragraph (1) or (2).

5. Any violation of paragraphs (1), (2), (3) or (4) shall constitute a material breach of an essential element of this Agreement, and SEVERIN shall be entitled to seek appropriate remedies, including, but not limited to:
(i) termination of business partnership; and
(ii) a penalty as high as the total value of the goods exported, minimum 2.500 EUR.

6. SEVERIN reserves the right to assert further claims for damages in case of any violation of paragraphs (1), (2), (3) or (4).

7. The Distributor shall immediately inform the Supplier about any problems in applying paragraphs (1), (2), (3) or (4) including any relevant activities by third parties that could frustrate the purpose of paragraph (1) or (2). The Distributor shall make available to the Supplier information concerning compliance with the obligations under paragraph (1), (2), (3) and (4) within two weeks of the simple request of such information.

IX. General limitation of liability
1. In the event of a slightly negligent breach of material contractual obligations, the fulfilment of which is essential for the proper performance of the Contract and on the observance of which the Customer may regularly rely (cardinal obligations), our liability is limited to compensation for the foreseeable damage typical for the Contract.
2. We are not liable for any indirect or consequential loss or damage, including loss of profit, except in cases of intent or gross negligence.
3. The foregoing limitations of liability do not apply in the event of intent or gross negligence on our part or the part of our statutory representatives or vicarious agents, nor do the foregoing limitations of liability apply to our liability under the Product Liability Act (ProdHaftG), in the event of culpable loss of life, limb or health, or in the event of defects which we fraudulently conceal or the absence of which we have guaranteed.
4. To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and vicarious agents.

X. Place of performance
Place of performance and subsequent performance is Sundern, Germany

XI. Place of jurisdiction and applicable law
1. Place of jurisdiction is Arnsberg, Germany, if the Customer is a registered trader, a legal entity under public law or a special fund under public law. We are also entitled to bring an action at the place of the Customer’s registered office or at any other place of jurisdiction.
2. These General Terms and Conditions of Delivery and Payment are governed by the laws of the Federal Republic of Germany. Application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. The German version of these General Terms and Conditions of Delivery and Payment prevails.