Status: 01/04/2023

Scope

(1) The following General Terms and Conditions apply to all contracts concluded between Sediment Works GmbH (hereinafter referred to as “SW”) and its customers (hereinafter referred to as “Customer”) in writing, orally or in any other form. The Customer’s general terms and conditions shall not become part of the contract, even if SW does not expressly object to them. If the Customer does not wish to accept the following General Terms and Conditions, they must notify SW in writing prior to the conclusion of the contract.

(2) Deviations from the conditions listed here are only valid if SW has agreed to them in writing prior to accepting the order.

Written Form

All agreements must be made in writing. Oral agreements are only valid if confirmed in writing. This also applies to side agreements and assurances as well as subsequent changes to the contract, including any agreement to waive the written form requirement.

Offer Binding

Cost estimates and offers from SW are non-binding. A contract is only concluded through our written order confirmation.

Services

(1) The scope of services to be provided by SW is determined by our written order confirmation and its attachments.

(2) The Customer agrees that SW may subcontract parts of the service.

(3) The provision of guarantees is not part of the service scope. If guarantees are nevertheless desired, SW may offer these subject to reimbursement of internal and external costs.

Delivery Time / Reservation of Self-Delivery

(1) Binding delivery times require the express written agreement of both contracting parties.

(2) Compliance with the delivery time requires the Customer to fulfill their cooperation obligations. If the Customer delays this, the delivery time is extended without further notice by the duration of the delay.

(3) Delivery time also changes in the event of unforeseen obstacles that we could not prevent despite reasonable care. Possible causes include operational disruptions, official interventions, strikes, or lockouts. SW will promptly inform the Customer of such obstacles.

(4) If the original scope of services is changed or expanded, a new delivery time must be agreed.

(5) SW does not assume procurement risk and may withdraw from the contract if dependent on delivery from third parties and does not receive the item despite having a prior contract. SW will inform the Customer promptly and exercise its right of withdrawal immediately and refund any payments made.

Price Adjustments

(1) If the task needs to be expanded by mutual agreement during processing, SW is entitled to invoice the additional effort based on current hourly rates or a mutually agreed fixed price.

(2) All deliveries and services after the calendar year of the offer are subject to price increases based on the general Consumer Price Index published by the Federal Statistical Office.

Customer Cooperation Obligations

(1) The Customer shall promptly provide SW with all available information related to the order. In particular, the Customer ensures that all cooperation acts from them or their agents are timely and free of charge for SW.

(2) If technical documentation is commissioned, the Customer is responsible for providing all necessary information to comply with legal requirements.

Acceptance

(1) Services provided by us are deemed accepted if the Customer does not object in writing within 10 days after receiving a written performance summary or invoice, providing material deviations from the contract.

(2) The existence of defects does not entitle the Customer to refuse acceptance if defects can be remedied. These must be listed with a request for rectification in an acceptance protocol.

Transfer of Risk

The risk (risk of loss and price risk) transfers to the Customer once the goods are handed over to the shipping party. If dispatch or acceptance is delayed for reasons beyond SW’s control, the risk transfers upon notification of readiness for shipment.

Warranty

(1) Obvious and detectable deviations from the contractual specification must be reported in writing within 10 days of receipt. Hidden defects must be reported in writing within 7 days of discovery. Warranty claims are excluded if these deadlines are missed.

(2) In case of valid defect claims, the Customer must allow SW a reasonable period for rectification. SW has the choice between rectification and replacement. Two attempts at rectification are permitted. If both fail, the Customer may withdraw or request a reduction. In case of damages or self-remedy, two failed attempts are required. Legal exceptions to notice periods remain unaffected. Withdrawal for minor defects is excluded.

Liability

(1) SW is only liable for intent and gross negligence, according to statutory regulations. For breaches of essential contractual obligations, liability for gross negligence is limited to foreseeable, typical damages. Liability for indirect damage is excluded unless it involves intent, gross negligence, or injury to life, body, or health.

(2) In any case, except for injury to life, body, or health, liability is limited to 10% of the invoice value. Delay-related claims are limited to 0.5% per week of delay, up to a maximum of 10% of the invoice value.

(3) SW is not obliged to verify specifications provided by the Customer unless explicitly agreed. SW is not liable for errors in such specifications.

(4) If SW merely acts as an intermediary for service providers (e.g., designers, translators), SW assumes no liability or warranty.

(5) The Customer guarantees that the use of information provided by them does not infringe third-party rights. The Customer shall indemnify SW from such claims and compensate for any damage.

Confidentiality

SW, the Customer, and their agents agree to treat all exchanged documents and information as confidential and to protect them appropriately. This also applies to subcontractors.

Retention of Title / Usage Rights

(1) All delivered goods and services remain the property of SW until full payment is made.

(2) The Customer is not entitled to dispose of goods under retention of title, particularly not to sell, lease, gift, pledge, or transfer ownership.

(3) Assertion of retention of title does not constitute withdrawal from the contract.

Payment Terms

(1) Compensation is defined in individual agreements between SW and the Customer.

(2) Invoicing is based on progress. For partial delivery/services, the relevant amount is due regardless of the remaining work.

(3) For deliveries outside Germany, the following payment terms apply:

• 30% upon order placement

• 30% upon factory acceptance (or delivery if no factory acceptance)

• 40% after acceptance or delivery (for deliveries only)

(4) Invoices are payable within 10 calendar days without deduction. Complaints must be submitted in writing within 10 days of the invoice date. In case of late payment, SW may charge interest at 9% above the base rate of the European Central Bank without further notice.

(5) The Customer may only offset or withhold payments if counterclaims are undisputed or legally established.

(6) In case of delayed payment or doubts about the Customer’s solvency, SW may demand securities or advance payments for outstanding claims and declare all other claims immediately due.

Cancellation

(1) A running project may only be terminated by either party for good cause. If terminated for reasons attributable to SW, only compensation for services rendered is due. Otherwise, SW retains the right to the agreed remuneration minus saved expenses.

(2) If the Customer fails to meet their cooperation duties, SW may set a deadline. If cooperation is not provided, SW may terminate the contract.

References

The Customer agrees that SW may list the Customer’s name or company in its reference list.

Jurisdiction and Applicable Law

(1) If any provision of these Terms and Conditions is or becomes invalid, the remaining provisions remain effective. The invalid provision shall be replaced with one that best reflects the intended purpose. The same applies to any omissions.

(2) The Customer may only assign rights with SW’s prior written consent.

(3) The place of performance (except agreed deliveries at SW’s risk) and payment, as well as legal venue, is 59368 Werne. German law exclusively applies.