Terms and Conditions

Terms and Conditions of Sale and Delivery (Status: December 2004)

1. Scope
The following GBT are a part of all sales and delivery contracts and contracts for work and services of SATRO GmbH. They apply towards businessmen and women in accordance with commercial law. We shall not be obliged by any opposing, deviating or unilateral business terms of the customer even if we do not expressly oppose these or notwithstanding this perform or accept services without reservation; unless we expressly approved these in writing in an individual case.

2. Offers and prices
2.1. Our offers are made without obligation. In the event that the customer on his part submits an offer, the contract will not materialize until receipt of our order confirmation, no later than with receipt of our invoice or delivery at the customer if this takes place first.
2.2. All prices are– insofar as not otherwise agreed - ex works and in Euro, including packaging plus turnover tax and excise duties to be borne by the buyer in the applicable rate. In case of cost increases, for which we are not responsible, between conclusion of the business and delivery, in particular the costs for wages, advance material or freight of more than 3 % of the agreed prices, we can adjust the agreed price by a reasonable amount according to the influence of the decisive cost factor without any profit mark-up. The same shall apply for price increases, which arise for SATRO GmbH from a change in the respective applicable EU provisions for milk, dairy products and sugar.

3. Due date and payment
3.1. Goods deliveries are payable no later than within 30 days from the invoice date (credit on an account of SATRO GmbH) without any deduction.
3.2. Granted terms of payment (including Subclause 3.1 of these conditions) shall cease to apply if SATRO GmbH recognises an essential deterioration in the assets of the customer or the customer has given false information about his credit standing. In these cases outstanding claims shall be due and payable immediately and SATRO GmbH can assert security rights and demand security for still outstanding deliveries or if the customer refuses cancel the contract.

4. Delivery periods and delivery modalities; compensation for non-acceptance
4.1 Binding delivery dates and deadlines must expressly be agreed in writing.
4.2 The delivery date has been observed if SATRO GmbH despatched the goods before expiry of the delivery period or in time or handed the goods over to the freight forwarder in time by stipulating the requested date of delivery at the customer.
4.3 In the event that SATRO GmbH for reasons beyond its control is not in the position to deliver on time it is entitled to satisfy its performance obligation after removal of the impediment to the service.
4.4 Deliveries shall be made in line with the individual customer acc. Incoterms 2000. Costs for special inspections or certificates shall be invoiced to the buyer separately. Deliveries are made duty and tax unpaid. The buyer shall bear the additional costs for a different type of despatch if requested.
4.5The standard packaging is BigBag disposable bundle, other packaging can be delivered against surcharge.
4.6 In the event of faulty non-acceptance of a delivery SATRO GmbH can demand compensation of 20 % of the purchase price and if applicable assert further damages.

5. Despatch and passing of risk
5.1 The goods are despatched at the risk of the buyer. The selection of the channel and means of transport is the responsibility of SATRO GmbH.
5.2 The risk shall pass to the buyer when the goods to be delivered are handed over to the buyer or the other company determined for carrying out the despatch, no later however than when they leave the plant. This shall also apply if SATRO GmbH has assumed responsibility for the delivery. SATRO GmbH shall only be covered by transport insurances in case of a special order and at the costs of the buyer.

6. Information about the contents and application of the products
6.1 All product information is approximate average values determined under customary laboratory conditions. Insofar as no limits for permitted deviations are expressly stipulated in the order confirmation and marked as such, customary deviations (production tolerances) are permitted.
6.2 Insofar as SATRO GmbH gives tips or advice regarding application, these are based on previous experience and are not binding.

7. Complaints of defects and warranty
7.1 The buyer must inspect the goods immediately after receipt. The inspection covers the whole delivery and all bundles. Obvious defects are to be reported in writing immediately, no later however than within 14 days after receipt of the goods, hidden defects immediately after they are discovered. Upon request of SATRO GmbH the customer shall return the defect goods. All other processing or use of the goods is to be suspended and the opportunity given to correct and examine the reported defect.
7.2 SATRO GmbH shall not be liable for damages, which are caused through processing goods with obvious defects. Neither shall we be liable in case of improper storage and for advertising statements made by third parties.
7.3 For the event that the object of purchase has a defect for which SATRO GmbH is responsible SATRO GmbH shall at their choice be entitled to correct the defect or to deliver substitute goods. In the event that the defect is corrected SATRO GmbH shall only bear the costs up to the amount of the purchase price. SATRO GmbH shall only be liable under the pre-requisites of Subclause 8 for all other disadvantages of the buyer due to the defect.

8. Liability
Claims for damages of the customer, no matter for what legal reason, and claims for reimbursement of expenses in vain are excluded unless the cause of the damages is based on a grossly negligent or wilful breach of duty or on an at least negligent breach of essential contractual duties; in the latter case the liability is limited to the amount of the typical foreseeable damages. The afore-mentioned limitation to the liability shall not apply for physical injuries, in the case of liability according to the Product Liability Act. SATRO GmbH only assumes liability for the absence of guaranteed warranties in case of prior written confirmation of the guarantee.

9. Statute of limitations
9.1 Contractual claims for damages and claims for reimbursement of useless expenses of the customer shall become statute-barred in two years, except in the event of a wilful or grossly negligent breach of duty.
9.2 Notwithstanding Subclause 9.1 contractual claims for damages and claims for reimbursement of useless expenses of the customer, which are due to a defect of the goods, and the right to correction of the defect/replacement delivery acc. Subclause 7.3 Clause 1 shall become statute-barred in one year. This shall have no effect on claims of recourse acc. § 478 f. BGB [German Civil Code].
9.3 Payment claims and claims for interest of SATRO GmbH against the customer shall become statute-barred in five years.

10. Reservation of title
10.1 SATRO GmbH reserves the right to the property of all delivered goods until all claims incurred from the business relationship with the buyer have been settled. This reservation of title shall continue to exist if individual claims on our part are included in a current invoice and the balance has been drawn and acknowledged.
10.2 The reserved goods shall be processed for SATRO GmbH as manufacturer in accordance with § 950 BGB, however without any commitment. If the goods are processed/inseparably combined with other objects which do not belong to SATRO GmbH SATRO GmbH shall acquire the co-ownership of the new object. The customer is entitled to dispose of the reserved goods in ordinary business transactions as long as he satisfies his obligations towards SATRO GmbH. This shall not apply if and insofar as a ban on assignment has been agreed between the customer and his buyers with regard to the purchase price claim. If reserved goods of SATRO GmbH are sold by the customer the customer hereby assigns now already all claims ensuing from the resale to SATRO GmbH. SATRO GmbH accepts the assignment. The buyer shall remain entitled to collect the assigned claim until this is revoked which is permitted at all times.
10.3 In case of default or other serious breaches of duty and essential deterioration in the assets of the customer he undertakes to hand over the reserved goods. The customer hereby permits SATRO GmbH now already access to his business premises to pick the goods up. We shall be entitled to resell goods taken back in ordinary business transactions and settle our costs with the proceeds. The reserved goods are only taken back as a precautionary measure, this shall not be deemed as a cancellation of the contract unless this is expressly declared in writing.

11. Place of performance, place of jurisdiction, applicable law
Exclusive place of jurisdiction for all disputes and place of performance is Paderborn. The law of the Federal Republic of Germany shall apply exclusively for all legal relationships between the buyer and SATRO. German international private law and the uniform law on sale of goods based on international agreements on laws for the sale of goods, in particular the uniform laws relating to the international purchase of movable objects and the conclusion of such contracts of purchase (Hague Convention on the sale of goods) as well as the UN Convention on the International Sale of Goods shall not apply.

12. Partial invalidity
In the event of the invalidity of individual contractual conditions the remaining provisions shall continue to be valid in full.