Verkaufs- und Lieferbedingungen



1. Scope, miscellaneous

1.1 These General Terms & Conditions (hereinafter referred to as “T&Cs”) apply to all purchases of goods and services (here-inafter referred to as “goods”) by SATA GmbH & Co. KG (hereinafter referred to as “SATA”) from suppliers regardless of whether the supplier renders performance themselves or purchases from subsuppliers, where and to the extent that these T&Cs are effectively included in the contractual relationship with the supplier.

1.2 These T&Cs shall apply exclusively. General Terms & Conditions of the other contracting party (hereinafter referred to as the “Supplier”) shall only apply if SATA has expressly agreed their applicability in writing.


2. Contract conclusion

2.1 Purchase orders and order confirmations as well as any supplements and modifications to agreements made must be in writing and signed in order to be valid. Telecommunications, in particular fax and email satisfy this written form requirement provided a signed copy of the declaration is transmitted. The Supplier shall notify SATA without delay in the event of all ob-vious errors (such as typos or calculation errors), incomplete orders or missing order documents.


3. Prices and payment

3.1 Prices are stated in EURO. VAT is to be listed separately. The price shall include delivery “DDP place of destination” (Inco-terms 2010), including transport and packaging unless agreed to the contrary.

3.2 Payment will be made within 10 days from the date of proper delivery and receipt of invoice with 3% discount or within 30 days of proper delivery and receipt of invoice unless agreed in writing to the contrary.

3.3 The Supplier may only offset claims which are ready for a decision, undisputed, have been adjudicated and found to exist by res judicata court judgment or expressly acknowledged.


4. Delivery terms

4.1 Deliveries shall be “DDP place of destination” (Incoterms 2010) to the destination stated in the purchase order unless agreed to the contrary on an individual basis. If the place of destination is not stated or otherwise agreed deliveries shall be sent to the SATA's place of business at Domertalstr. 20, 70806 Kornwestheim, Germany. The place of destination is also the place of performance.

4.2 In the event of a delay in delivery SATA is entitled to impose a contractual penalty in the amount of 1% of the order value affected by the delay (net, without VAT and including transport) per completed delayed week up to a maximum of 5% of the affected order value.


5. Warranty

5.1 The statutory provisions shall apply to the rights of SATA in the event the goods have material defects or defects in title unless agreed to the contrary below.

5.2 The Supplier shall be liable for the goods exhibiting the agreed characteristics upon transfer of risk. The product descrip-tions, which are a component of the contract, in particular those described or referenced in SATA’s purchase order, are al-ways agreed characteristics. The Supplier shall always ensure that all goods they supply to SATA are free of substances which are harmful to paint. Deliveries which do not exhibit the agreed characteristics may be rejected by SATA in full, even if the defects only present in some of the shipment.

5.3 SATA undertakes to check the goods for defects without delay after delivery by the Supplier. SATA's investigation obliga-tion is restricted to defects which are obviously recognisable during an external inspection of the goods and the delivery documents during incoming goods checks by SATA and random quality checks of an appropriate number. When reporting obvious defects they are deemed to have been notified in good time provided that the notification is received within ten working days from receipt of the goods from the Supplier. In the event of concealed defects the ten working day period commences on discovery of the defect. If the defect has been fraudulently concealed by the Supplier they may not invoke this provision.

5.4 SATA is entitled to demand that the Supplier rectifies the defect or delivers a new item at SATA's discretion. The Supplier may refuse SATA’s selected method of subsequent performance only if it is not possible to be carried out at a reasonable cost.

5.5 SATA is entitled to rectify the defect themselves at the expense of the Supplier if, due to imminent danger or particular ur-gency, it is no longer possible to inform the Supplier of the defect and the imminent threat and set them a grace period for remedying the defect.


6. Product liability

6.1 The Supplier is obligated to indemnify SATA against claims filed against SATA by a third party on the basis of the German Product Liability Act (Produkthaftungsgesetz) or other legal provisions due to a fault in the goods supplied by the Supplier. In cases of strict liability this only applies, however, if the Supplier is responsible for this.

6.2 Within the scope of their liability for claims in terms of this section, the Supplier is obligated to reimburse SATA for any ex-penditure incurred arising from or in conjunction with a legally required product recall carried out by SATA. SATA shall in-form the Supplier of the content and scope of the recall measures to be implemented and give the Supplier the opportunity to comment; this is not required if it is not possible to notify the Supplier or arrange the Supplier’s participation due to the particular urgency of the recall.

6.3 Further statutory claims shall remain unaffected by the foregoing.


7. Obligations to provide information, subcontractors

7.1 The Supplier shall notify SATA in writing in good time of changes to the manufacturing process of products, production site relocations and changes to testing facilities for checking the goods or other quality assurance measures. SATA is entitled to verify to the extent required whether the changes could have a disproportionate effect on the quality of the goods and may object to changes in the event of a legitimate reason to do so. The Supplier shall provide the necessary documents regarding this on request and facilitate audits to the extent required.

7.2 SATA must be notified in writing of the use of subcontractors, freelancers, subsuppliers and other third parties (hereinafter referred to as “representatives”) who the Supplier does not employ in conjunction with the contractual performance owed by the Supplier to SATA. As part of the contractual relationship with the representative the Supplier shall ensure that all goods and services provided by the representative are properly carried out in full, the proper performance may be compre-hensively monitored by SATA through corresponding documents and regular audits and the obligations resulting from the contractual relationship with SATA also apply to the relationship between the Supplier and the representative.

7.3 Representatives are deemed to be vicarious agents of the Supplier: culpability and infringement of obligations by a repre-sentative is attributed to the Supplier as the Supplier’s own culpability and infringement of obligations.


8. Protection rights

8.1 The Supplier hereby warrants that no third party rights are infringed in conjunction with goods or services provided.

8.2 The Supplier is obligated to indemnify SATA against claims filed against SATA by a third party for the infringement of rights on the basis of these T&Cs. The Supplier's indemnification obligation includes all expenditure incurred by SATA arising from or in connection with claims asserted by third parties.


9. Retention of title

9.1 If SATA provides goods to the Supplier SATA hereby retains the title to these goods (“goods subject to retention of title”). Processing or transforming the goods subject to retention of title by the Supplier is always carried out for SATA as the manufacturer. SATA directly acquires the ownership, without SATA incurring any obligations as a result.

9.2 If the goods subject to retention of title are processed with other items which do not belong to SATA, SATA acquires co-ownership in the new item in proportion to the value of the goods subject to retention of title (purchase price or manufactur-ing price excluding VAT) to the other processed items at the time of processing. If SATA's ownership is lost due to pro-cessing, combining or mixing, the Supplier shall transfer a share of their ownership or co-ownership which corresponds to the invoice value of the goods subject to retention of title.


10. Intellectual property, confidentiality

10.1 SATA reserves all ownership rights and intellectual property rights to which they are entitled to themself, in particular copy-right, usage rights under copyright law and other rights of use in all illustrations, drawings, calculations and other documen-tation (hereinafter referred to as “documents”) provided by SATA to the Supplier. The documents are exclusively to be used to carry out SATA's order. After the order has been completed the Supplier shall return these documents to SATA unbidden and without delay and destroy any copies when they are no longer required by the Seller in the ordinary course of busi-ness.

10.2 The Supplier undertakes to keep all information they have been made aware of or has become publicly accessible regard-ing the internal circumstances and processes of SATA's within the scope of implementing this agreement strictly confiden-tial (“confidential information”). In addition the Supplier undertakes to only use such confidential information for the purpos-es envisaged or permitted by this contract.

10.3 The confidentiality obligations and usage restrictions pursuant to this contract do not apply if and to the extent that the con-fidential information was generally known or readily accessible at the point it was disclosed to the Supplier, or became generally known or readily accessible after it was disclosed to the Supplier, unless this occurs unlawfully (perhaps by an in-fringement of confidentiality obligations), or was legally obtained from a third party or was developed by the Supplier them-selves, or was already known to the Supplier before disclosure, or is legally obligated to disclosure the information, or is compelled to do so by a public body. In this case SATA must always be given advance notice in good time.

The Supplier who invokes this provision must provide evidence of these requirements.

10.4 The confidentiality obligations and usage restrictions pursuant to this contract shall also apply beyond the cessation of the contract, regardless of the legal reason thereof, for five years.

10.5 The Supplier will also subject their staff to a confidentiality obligation pursuant to this section to the extent permitted by law, in particular with regard to the submission of the offer and the implementation of the order.


11. Final Provisions

11.1 German law applies exclusively excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 2018 (hereinafter referred to as “CISG”) and the provisions of German international private law.

11.2 If the Supplier is a registered trader [Kaufmann], a legal person under public law, or a public law special fund, jurisdiction shall be vested in the competent court at the place of the SATA's registered office for all disputes resulting from the con-tractual relationship. SATA is also entitled to file a claim at the place of the Supplier's registered office.


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As at May 2015