General Terms and Conditions of Delivery and Payment of
SHT Suhler Hebezeugtechnik GmbH

1. CONCLUSION OF CONTRACT

1.1. Our offers are subject to change without notice.

1.2. All sales, agreements and arrangements become binding for us only upon our written confirmation.

1.3. These terms and conditions of delivery and payment apply exclusively; deviations or collateral agreements are only valid if confirmed by us in writing. At the latest upon acceptance of the goods, these terms are deemed accepted. They also apply to all future business relations, even if not expressly agreed upon again.

1.4. The buyer’s purchasing conditions do not apply, even if we do not expressly object to them.

1.5. Orders are binding on us only if confirmed by us in writing within 14 days.

1.6. In case of doubt, the interpretation of trade clauses is governed by the Incoterms valid at the time of contract conclusion.

1.7. Drawings, illustrations, dimensions, weights, or other performance data are only binding if expressly agreed to in writing.

2. PRICES AND TERMS OF PAYMENT

2.1. Unless otherwise agreed, the prices and conditions of the price list valid on the day of delivery, or those specified in the order confirmation/invoice, apply.

2.2. Unless otherwise agreed, prices are in euros ex works, excluding packaging and German VAT.

2.3. Unforeseen additional expenses arising from delivery execution, for which no price surcharges have been agreed, shall be borne by the buyer, unless caused by us.

2.4. In cases where transportation is at our expense, we are liable only for the transport method specified in the contract. Unless otherwise agreed, shipment will be made at our discretion without obligation to choose the cheapest option.

2.5. Our invoices are payable as follows:

• Existing customers: within 14 days net from invoice date
• First-time customers: advance payment

2.6. All claims become immediately due, regardless of the maturity of any accepted and credited bills, if payment terms are not met or if circumstances arise that, in our reasonable commercial judgment, reduce the buyer’s creditworthiness. In such cases, we may also execute outstanding deliveries only against advance payment. We may also demand resale and processing of the goods at the buyer’s expense and enforceably.

2.7. From the due date, overdue amounts shall bear interest at 2% above the discount rate, but at least 6%. We reserve the right to claim further damages.

2.8. The buyer may only offset undisputed or legally established claims.

2.9. The seller is entitled to allocate payments first to the buyer’s older debts.

2.10. Offsetting with disputed or not legally established counterclaims of the buyer is not permitted. A right of retention due to such counterclaims is excluded unless they arise from the same contractual relationship.

2.11. A payment is deemed effected once the seller has access to the amount.

2.12. The seller is entitled to demand advance payment or security if there are doubts about creditworthiness or irregularities in payment.

3. DELIVERY AND ACCEPTANCE TIMES

3.1. Delivery dates are approximate only. They are calculated from the order confirmation date and refer to dispatch ex works.

3.2. In the event of unforeseen circumstances, including strikes and lockouts affecting us or our subcontractors, delivery times are extended reasonably, at least by the duration of the disruption. If performance becomes impossible or unreasonable due to such circumstances, we are released from delivery. Equivalent are other circumstances which significantly hinder delivery or make it temporarily or permanently impossible despite due care. The buyer may demand clarification whether we intend to withdraw or deliver within a reasonable period. If we do not declare, the buyer may withdraw.

3.3. If the buyer delays acceptance of goods for more than 30 days, we may withdraw from the contract without notice. In addition to compensation for transport and ancillary costs and further damages, we may claim at least 30% of the goods’ value as damages after withdrawal.

4. PARTIAL DELIVERIES

4.1. Partial deliveries are permitted.

5. TRANSFER OF RISK

5.1. All risks of accidental loss or deterioration of the goods pass to the buyer once the goods are made available to the buyer or handed over to a carrier, at the latest upon leaving the delivery works. If dispatch is delayed due to circumstances beyond our control, the risk passes to the buyer from the date of notification of readiness for dispatch. Insurance will only be arranged upon the buyer’s express request and at their expense. Agreements regarding transport and insurance costs, even if deviating from Incoterms or Trade Terms, refer exclusively to those costs and do not affect the transfer of risk.

6. COMPLAINTS AND WARRANTY

6.1. Complaints must be made in writing within 8 days of arrival of the goods at destination. Defects not detectable within this period, even with careful inspection, must be reported immediately after discovery and use discontinued, but no later than 6 weeks after receipt.

6.2. For defects in delivery, including absence of warranted characteristics, we are liable with merchants exclusively as follows:

1. At our option, all parts proven defective due to circumstances prior to transfer of risk will be repaired or replaced free of charge. Warranty period: 6 months from transfer of risk (2 years for spur gear hoists).
2. For third-party products/parts not manufactured by us, liability is limited to the extent of compensation our supplier is obligated to provide. For repair work, we are only liable under these conditions and only until expiry of the original warranty period.
3. No liability is assumed for parts subject to material properties, natural wear, faulty handling, excessive stress, unsuitable equipment, or weather/nature-related influences.
4. Warranted performance values are fulfilled within ±5%. Stated speeds exclude starting times. Deviations of up to ±5% are permissible. We are not liable for disturbances in electrical operation caused by inrush current, as these depend on the type/size of the power station and control handling.
5. Our liability lapses if modifications, repairs, or maintenance are carried out without our prior approval, or if non-original spare parts are used. Same applies to damages from use of unauthorized attachments or accessories.
6. For repair work, we are liable only under these terms and within the original warranty period. We assume no warranty for non-original or defective parts.
7. The buyer must provide us free of charge the time and opportunity to carry out necessary changes or replacements. Returned defective parts must be sent back at the buyer’s expense upon request. Refusal releases us from warranty obligations.
8. Defective partial deliveries do not entitle claims regarding other partial deliveries.
9. Any liability presupposes fulfillment of buyer’s contractual obligations, particularly agreed payment terms.
10. If we culpably fail to repair, the buyer may withdraw from the contract after granting a grace period of at least 1 month.
11. Consequential damages are limited to foreseeable damages at contract conclusion, and only if a specifically warranted property intended to protect against such damages is missing.
12. Warranty claims are only available to the direct buyer and are non-transferable.

Further claims for damages are limited to damages resulting from intentional or grossly negligent breach of contract by our senior staff. This also applies in case of breaches of duties during performance. The above regulations apply to non-commercial transactions only to the extent not mandatorily regulated otherwise by law.

7. RETENTION OF TITLE

7.1. Delivered goods remain our property until full payment of all current and future claims from the business relationship. The buyer may use, process, and resell the goods in the ordinary course of business. Other dispositions are not permitted. If goods are combined with other items, the buyer hereby transfers co-ownership proportionally under § 947 para. 1 BGB and stores them for us. In case of resale, the buyer assigns to us in advance all claims arising from such sales up to the amount of our outstanding claims. Upon request, the buyer must notify customers of the assignment and provide necessary information for collection, unless we do so ourselves. Buyer remains entitled to collect as long as obligations are met. Seizures or third-party actions must be reported to us immediately by registered mail, with measures taken at buyer’s expense. We will release securities upon buyer’s request if their value exceeds claims by 25%. In current account relations, retained title secures the balance. Buyer must maintain goods properly and insure against fire, theft, and, upon request, machine breakdown, proving insurance and assigning claims if required.

8. PLACE OF JURISDICTION AND PERFORMANCE

8.1. Place of performance, even for deliveries free of charge, fob, cif, etc., is Suhl.

8.2. Place of jurisdiction for all disputes is Suhl.

8.3. German law governs the contractual relationship.

9. SEVERABILITY

9.1. If any provision of these terms of delivery and payment is or becomes invalid, the validity of all other provisions shall remain unaffected.