general terms and conditions

The handling of all business relationships with our customers should be simplified as far as possible without creating unilateral legal advantages for a contractual partner. The following general terms and conditions apply, which are expressly agreed for both new and ongoing business relationships.

Terms and conditions of sale

The following terms and conditions of sale apply to all contracts concluded between the seller (Sierra Madre GmbH) and our customers for the delivery of goods. They shall also apply to all future business relations, even if they are not expressly agreed again. Deviating conditions of our customers, which the seller does not expressly recognise, are not binding for the seller, even if the seller does not expressly object to them. The following terms and conditions of sale shall also apply if the seller fulfils the customer’s order without reservation in the knowledge of conflicting or deviating terms and conditions of its customers.

Delivery

Partial deliveries are permitted; they are deemed to be independent transactions. Delays in the pre-material supply for which the Seller is not responsible shall entitle the Seller to extend the delivery period accordingly. Force majeure and other circumstances over which the seller has no control, such as official measures, strikes, operational disruptions, civil unrest and war measures, entitle the seller to postpone the delivery accordingly or to withdraw from the purchase contract or its unfulfilled part, without the buyer being entitled to any claims for damages. The goods travel at the risk of the Buyer and deliveries of goods are always ex works, unless other written agreements have been made. If a delivery is carried out without the buyer receiving an order confirmation beforehand, a purchase contract is concluded when the ordered goods are dispatched. The indication of delivery times is non-binding. Claims for damages due to late delivery are excluded. We hereby point out that we will take back all our company’s transport packaging free of charge at the customer’s request in accordance with the German Packaging Act and dispose of it properly.

Notice of defects and liability for defects

The buyer is obliged to inspect the goods immediately upon arrival or as soon as he has otherwise obtained the power of disposal himself or through his vicarious agents. Any defects must be reported in writing or by telephone within 48 hours. The period shall commence when the buyer or his vicarious agent obtains the power of disposal. The customer is obliged to satisfy himself of the correctness of the delivered goods by means of sufficient spot checks. In the event of justified complaints, we are only obliged to take back the rejected goods. The take-back only applies to original containers and unmixed goods. The seller is entitled, but not obliged, to make a replacement delivery. Beyond this, there are no further claims for compensation for direct or indirect damage or consequential damage. Complaints regarding packaging and underweight must be noted in writing on the delivery documents prior to the receipt of delivery upon arrival of the goods. If individual packages are underweight, the actual weight must be determined in the presence of the delivery driver. If there are no reservations in the receipt, the seller is not liable for compensation. Even in the event of a complaint, the buyer is obliged to accept the goods. The buyer must store the goods properly until the seller is able to examine the complaint. The rejected goods may only be returned with the Seller’s prior consent. If deliveries are made by a forwarding agent, complaints due to damage and shortages can only be recognised if the complaint is confirmed in writing by the carrier on the consignment note and the confirmed consignment note is sent to us immediately. If the goods are handed over by collection by the customer, complaints due to damage and shortages are only possible on handover, unless the customer can prove the complaint beyond doubt even after handover.

Payment

All prices are € prices plus the VAT applicable at the time of the contract or delivery. Prices are ex warehouse plus shipping costs. Shipping costs shall only be waived if agreed accordingly. In the absence of an agreement, payment is due net without deduction immediately after the invoice date. In the case of new customers, deliveries are to be paid in advance until a change agreement is reached, which can also be agreed before the start of the business relationship. The seller is not obliged to accept bills of exchange. Cheques shall be credited after encashment. The claim and its due date shall remain unaffected until then. The seller assumes no liability for timely encashment. Protest and chargeback fees shall be borne by the buyer. Direct debits are only accepted by direct debit. If the term of payment is exceeded and after a single reminder has been issued, the seller shall be entitled to the following rights:

All deliveries still to be made, including those from other contracts, need not be carried out.
Damages may be claimed for all losses incurred by the seller as a result.
All other claims, even if they are not due, shall become due for immediate payment.
Default interest in accordance with the statutory provisions and reminder fees

Prices

The prices for goods and advertising material stated in the price lists shall become invalid with the publication of a new price list / advertising material list. The prices for special offers are only valid in accordance with the respective offer and are limited to the stock available at the time of publication of the special offer. In general, all offers are strictly subject to change. The pricing refers to the respective delivery date.

Creditworthiness

Changes in ownership, company form, address or other circumstances affecting the economic circumstances and creditworthiness, in particular an existing or intended blanket assignment in favour of third parties, must be reported to the seller immediately in writing. Such lasting changes shall entitle the seller, at his discretion, to

to demand immediate payment or the provision of security for due or deferred claims from all legal transactions.
To refuse fulfilment of the contract until advance payment or provision of security has been made, to withdraw from the contract or to demand compensation for non-fulfilment.

Retention of title

The delivered goods (goods subject to retention of title) shall remain our property until all claims, including all current account balance claims, to which the seller is entitled against the customer now or in the future, have been settled. In the event of breach of contract by the Buyer, e.g. default of payment, the Seller shall be entitled to take back the goods subject to retention of title after setting a reasonable period of grace. If the seller takes back the reserved goods, this shall constitute a cancellation of the contract. The seller is entitled to utilise the reserved goods after taking them back. After deduction of a reasonable amount for the realisation costs, the realisation proceeds shall be offset against the amounts owed to us by the customer. Acquisition of ownership of the reserved goods by the customer in accordance with § 948 or 950 BGB by mixing or processing is excluded. The customer must treat the reserved goods with care and insure them adequately at his own expense against fire, water damage and theft at replacement value. The customer is authorised to sell and/or use the reserved goods in the ordinary course of business as long as he is not in default of payment. Pledges or transfers by way of security are not permitted. The Buyer hereby assigns to the Seller by way of security all claims arising from the resale or any other legal grounds (insurance, unauthorised action) in respect of the reserved goods (including all current account balance claims); the Seller hereby accepts the assignment.

The seller revocably authorises the customer to collect the claims assigned to the seller for his account in his own name. The direct debit authorisation can be revoked at any time if the customer does not properly meet his payment obligations. The customer is also not authorised to assign this claim for the purpose of debt collection by way of factoring, unless the obligation of the factor is simultaneously established to effect the consideration in the amount of the claim directly to the seller for as long as the seller still has claims against the customer. In the event of third party access to the reserved goods, in particular seizures, the customer shall draw attention to our ownership and inform the seller immediately so that the seller can enforce his right of ownership. If the third party is not in a position to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for these. The seller is obliged to release the securities to which he is entitled insofar as the realisable value of our securities exceeds the claims to be secured by more than 10%; the seller is responsible for selecting the securities to be released. After cessation of payment by the customer or application for the opening of insolvency proceedings or in the case of out-of-court contract negotiations, the customer is no longer authorised to dispose of the goods subject to retention of title. If payment is not made in accordance with the contract, the seller may, without prejudice to other rights, withdraw from the contract and demand surrender of the property.

Storage of data

We would like to point out that the seller has collected and stored data with reference to the Federal Data Protection Act. This data is limited to what is necessary to ensure a simple and secure business process.

Exclusion of contractual penalties

The seller does not accept any lump-sum or no-fault contractual penalties. Contractual penalties are only effective against us if they have been agreed in individual contracts.

 

Place of jurisdiction

The place of jurisdiction is the court responsible for the registered office of our company.

11 Legal validity
Should any of the above conditions or any other contractual agreement be or become invalid, this shall not affect the validity of the remaining provisions. In place of the invalid provision, a provision shall be deemed to have been agreed which comes closest to what the parties intended in a legally permissible manner. The same applies to contractual loopholes. © 2019 by Sierra Madre GmbH | Rohrstrasse 26 | D 58093 Hagen All parts of this work are protected by copyright. The narrow framework of copyright law applies. All rights reserved, in particular the right of translation, reproduction and duplication. The trade names, trade names, product designations etc. reproduced in this work may also be trademarks without special labelling and as such are subject to the statutory provisions.