General terms and conditions
(Version of 26.03.2019)

(Version of 26.03.2019)

1. Scope

The deliveries and services of Smartvac GmbH (hereinafter referred to as Smartvac GmbH) are made exclusively in accordance with the General Terms and Conditions in the applicable retail trade price list, unless otherwise agreed in a written form. They also apply to all future business relationships, even if they are not expressly agreed again. The manufacturer’s license conditions enclosed in the contractual products are also referred to.

Any terms and conditions of the customer that conflict with or deviate from these General Terms and Conditions of Business shall not be recognized by Smartvac GmbH unless it has expressly agreed to their validity in writing. Changes and additions to the contract must be made in a written form. These General Terms and Conditions of Business shall also apply if he carries out the deliveries to the customer without reservation in the knowledge of conflicting or deviating conditions of the customer. Promises and collateral agreements require written confirmation.

2. Deliveries and services

The offers of Smartvac GmbH serve to confirmation and non-binding and are subject to our supplier’s own delivery. A contract is only concluded with the written order confirmation, but at the latest by acceptance of the delivery by the customer.

The customer has to accept reasonable technical and design deviations from information in brochures, catalogues and written documents as well as model, construction and material changes in the course of technical progress and further development, without that rights against Smartvac GmbH can be derived from this. The right to reasonable partial deliveries and their invoicing is expressly reserved.

The delivery date is agreed on the basis of the expected performance capacity of Smartvac GmbH and is without obligation and subject to timely delivery and unforeseen circumstances and obstacles, whether they occur at Smartvac GmbH or at the manufacturer, in particular, force majeure, state measures, failure to grant government authorizations, conflicts of work of any nature, sabotage, shortage of raw materials, late deliveries without fault. Such events extend the delivery date accordingly, even if they occur during a delay that has already occurred. In this case, an additional time period fixed by the customer is also extended to the duration of the unexpected event. If Smartvac GmbH is delayed for more than four weeks, the customer may withdraw from the contract after a reasonable additional period of time fixed in writing, excluding any other complaint. Smartvac GmbH reserves the right to withdraw from the contract if the delivery delay caused by any of the above events lasts more than six weeks and is not its responsibility

3. Inspection and transfer of risk

The customer is required to verify the completeness and conformity of the goods according to the invoice and accept it from us. If a complaint is not made within six days, the goods are deemed to have been delivered properly and completely, unless it is a defect that was not recognizable during the inspection. Insignificant defects that do not impair the functionality of the delivery item do not entitle the customer to refuse acceptance.

4. Prices and terms of payment

The purchase price and the fees for other services are due for payment upon handover of the delivery item. If the customer is in default of payment with a claim, all other claims against the customer can be made due. In the case of partial performance or partial delivery, Smartvac GmbH is entitled to demand appropriate instalment payments. Invoices are issued with delivery. Despite contrary regulations of the customer, Smartvac GmbH is entitled to initially offset payments against its older debts. The buyer is only entitled to set off or exercise a right of retention if the counterclaims have been legally established. Smartvac GmbH has the right to assign its claims against the customer to third parties.

5. Retention of title

The contractual product shall remain the property of Smartvac GmbH until all claims, including future claims, arising from this contract and beyond from the entire business relationship with the customer have been fulfilled. The customer is revocably entitled to pass on the goods subject to retention of title in the ordinary course of business under retention of title, insofar as he resells them under his own retention of title, but not to pledge or provide security in any form. In the event of access by third parties to the goods subject to retention of title, the customer shall draw attention to the ownership of Smartvac GmbH and inform him without delay. If the reserved goods are combined, processed or mixed with goods not belonging to Smartvac GmbH, the customer shall acquire co-ownership in proportion to the invoice value of the reserved goods to the other goods. Processing of the goods subject to retention of title shall be carried out for Smartvac GmbH as manufacturer within the meaning of §§ 950 BGB (German Civil Code) without obligating him. He shall acquire co-ownership of the processed goods within the meaning of the above regulations.

In case of default of payment, also from other future deliveries or services of Smartvac GmbH to customers, or in the of the customer’s financial loss, he may enter the customer’s company and take the goods subject to retention of title. The assertion of the retention of title or the seizure of the delivery item by Smartvac GmbH shall not be deemed a withdrawal from the contract if the customer is a merchant. The customer assigns his claims from the transfer of the reserved goods in the respective invoice value of the reserved goods to him in advance at the time of the order. The customer remains entitled to collect even after the assignment. Notwithstanding the foregoing, Smartvac GmbH is entitled to collect in the ordinary course of business, but will only make use of this right in the event of default in payment or in the event of an application for insolvency proceedings against the customer’s assets. On request, the customer shall name the assigned claims, provide the necessary information, hand over documents and notify the debtors of the assignment. Smartvac GmbH may disclose this assignment at any time to secure its payment claims. Items delivered for test and demonstration purposes remain the property of Smartvac GmbH.

They may only be used by the customer on the basis of a separate agreement with him beyond the test and demonstration purpose.

6. Warranty

Claims and rights of the buyer due to legal and/or material defects in the purchase of consumer goods shall become statute-barred in accordance with the following provisions in the case of newly manufactured goods and in the case of work performances within two years, insofar as they are not purchased parts, and used things in a year. No guarantees are accepted, If the delivered goods are not sold for private use, but for commercial or self-employed activity, the statutory claims for defects can only be asserted until one year after delivery of the goods. In this case, the warranty is excluded for the sale of used items.

If the inspection of a notice of defect reveals that a warranty case does not exist, Smartvac GmbH is entitled to demand compensation for all expenses. Costs of inspection and repair will be charged at its current service prices. All further or other claims of the customer other than those provided for in these provisions, regardless of the legal basis, are excluded, unless otherwise stated in these provisions. In the case of warranty/guarantee claims as well as repair orders and returns of any kind subject to a charge, the customer shall comply with the Customer Service Guidelines as a current version or amended from time to time. The corresponding procedures in the applicable retail price list must be observed. Warranty claims cannot be transferred

Insofar as the manufacturer grants a voluntary guarantee to the buyer for the delivered goods, the type and scope of the warranty services are based exclusively on the content of the manufacturer’s guarantee. Only the manufacturer can be made use of this warranty.

7. Industrial property rights and copyrights of third parties

Smartvac GmbH assumes no liability for the fact that the contractual products do not violate any industrial property rights or copyrights of third parties. The customer must inform him immediately of all claims raised against him for this reason. Insofar as the delivered products were manufactured according to designs or instructions of the customer, the customer must indemnify Smartvac GmbH from all claims asserted by third parties due to the infringement of industrial property rights and copyrights. Any legal costs must be appropriately foreclosed.

8. Liability and further warranty

In the case of a legally prescribed strict liability, in particular from warranty or under the product liability law as well as for personal injury (injury to life, body, health) Smartvac GmbH is liable without limitation. In the event of other breaches of duty, it shall only be liable for intent and gross negligence. This restriction also applies to employees and vicarious agents. If an obligation is violated, the maintenance of which is of particular importance for the accessibility of the purpose of the contract (cardinal obligation), Smartvac GmbH is also liable for slight negligence. Liability for indirect and unforeseeable damages as well as for consequential damages and lost profits, missing savings, financial losses due to claims of third parties or other consequential damages are also limited to intent and gross negligence in the event of a breach of a cardinal obligation. Moreover, there is no liability.

9. General provisions

The customer is not entitled to assign his claims from the contract. Place of performance is Versmold/ Wesfalen. The place of jurisdiction is Halle/Westfalen if the customer is a merchant, a legal entity under public law or a special fund under public law. However, Smartvac GmbH is entitled to sue the customer in another legal venue. The law of the Federal Republic of Germany shall apply.

The customer shall bear all fees, costs and expenses incurred in connection with any legally successful legal action against him outside Germany.

When the business relationship is established, the customer’s data, which may also be personal data, is stored and processed and transmitted as far as necessary for the execution of the order.

Should one or more regulations of these General Terms and Conditions be or become invalid or should this contractual text contain a loophole, the parties to the contract shall replace or supplement the invalid or incomplete regulation by an appropriate provision which corresponds as far as possible to the economic purpose of the intended provision. The validity of the remaining provisions remains unaffected.