Terms & Conditions
These Terms and Conditions (T&Cs) apply to all contracts concluded between the customer and S.E.A. Vertrieb & Consulting GmbH (hereinafter S.E.A.). Deviating agreements in the individual contract and in the customer’s terms and conditions are only valid if they have been confirmed by S.E.A. in text form. This also applies if S.E.A. has completed an order despite the customer’s deviating terms and conditions.
2. Conclusion of contract
The offer submitted by the customer, either by telephone, Internet, fax or in text form, is binding. The contract only comes into effect when confirmed in text form by S.E.A. Confirmation via Internet or fax is sufficient. Delivery or invoicing constitutes acceptance of the offer. The customer bears sole responsibility for the exact content of the order, including all information required for the specification.
S.E.A.’s sales documents and price lists are strictly confidential and may only be made available to third parties if they have been made public or if S.E.A. has given express authorisation in text form. Orders, and thus contractual offers, are submitted by sending the order by telephone, fax, email or post after checking and confirming the details of the goods ordered and your personal data, including your billing address.
3. Prices, payment terms
All prices are calculated based on S.E.A.’s net price list, which is valid at the time of the conclusion of the contract, plus the applicable statutory value added tax and shipping costs, unless otherwise stated. If the customer requests special packaging or if such packaging is necessary, additional packaging costs will be charged.
By agreement, payments can be made by prepayment, SEPA corporate direct debit, cash on delivery, bank transfer or cash payment. In the case of bank transfers, the S.E.A. account must be credited in a timely manner. Payments by bill of exchange and cheque are only accepted on the basis of an express agreement and in any case only on account of performance, additionally taking into consideration all collection and discount charges. Customer offsetting is only permissible with undisputed or legally established claims. Assertion of a right of retention is excluded.
4. Delivery of goods
The goods are delivered ex warehouse by S.E.A. or its vicarious agents. The customer must retrieve or accept the goods as soon as S.E.A. has given notice that the goods are available. If the customer does not comply with his/her obligation to take delivery within one week of the dispatch of the notice of availability at S.E.A., S.E.A. is entitled to store the goods at the customer’s expense and risk and to invoice the customer.
The goods are shipped at the expense and risk of the customer. S.E.A. will select the shipping method and means of transport. The risk regarding the goods is transferred to the customer as soon as the shipping company has handed over the goods to the customer.
Enforcement and protection of claims against the transport companies due to transport damage are the responsibility of the customer. S.E.A. will support the customer in asserting his/her claims, in particular, it will provide all necessary information and assign any claims against the transport company, if such claims exist. In the latter case, the customer shall assert the claims at his/her own expense and risk. S.E.A. reserves the right to determine the shape of the packaging, whether this be the original manufacturer’s packaging or its own packaging.
Details regarding delivery times is not binding. S.E.A. is entitled to provide delivery or service before expiry of a stated or agreed delivery deadline. S.E.A. is also entitled to render partial services to a reasonable extent.
S.E.A. shall not be liable for the non-performance of its obligations if the non-performance is due to an obstacle beyond its control or, in particular, to one of the following reasons: natural disasters, war, fire, confiscation, export prohibition, embargo or other official measures, labour disputes, or if breaches of contract by suppliers are due to one of these reasons.
For each transaction, S.E.A. and the buyer acknowledge all national and international import and export control regulations applicable in the Federal Republic of Germany as binding. In addition, the regulations of US re-export law apply to all transactions.
Furthermore, S.E.A. shall not be liable for non-performance if the regulations of US re-export law prevent a delivery to the buyer or if export restrictions by the European Union are in place. In particular, there is no contractual obligation to perform legal acts and other actual acts that would violate such provisions. Any claims for damages due to the resulting non-performance or delayed performance are excluded.
5. Inspection obligation
In the event of obvious defects, the customer must immediately notify S.E.A. in text form of any legal or material defects, the absence of item properties guaranteed by S.E.A., as well as the delivery of an item quantity exceeding the number ordered or incomplete deliveries or the delivery of incorrect items. If existing defects are not reported to S.E.A. immediately by the customer, claims based on such defects are excluded.
6. Claims for defects
The warranty period is generally 24 months, commencing upon delivery of the goods. S.E.A. has the right to choose between supplementary performance or replacement delivery. If the supplementary performance fails twice, the customer has the right to demand a reduction in price or to withdraw from the contract, at his/her discretion. The warranty for repairs is 12 months.
The period begins upon transfer of risk. The above provisions shall apply insofar as the law does not provide for longer periods in accordance with § 438 Para. 1 No. 2 of the German Civil Code [BGB] (items for buildings), § 479 Para. 1 BGB (recourse claims) and § 634 a BGB (building defects). Further claims for damages are excluded to the extent permitted by law. This does not apply in the event of deliberate or grossly negligent damage caused by S.E.A.
S.E.A. shall not be liable for damages that occur for the following reasons: non-compliance with the technical instructions, improper or incorrect use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, incorrect or negligent handling, the use of improper equipment or replacement materials, electrotechnical or electrical influences, insofar as these are not the responsibility of S.E.A.
If the customer or third parties carry out improper modifications or repairs without prior consent being given by S.E.A. in text form, S.E.A. shall not be liable for any defects resulting from such improper modifications or repairs.
7. Unjustified notice of defects
If the examination of a notice of defects by the customer reveals that there was no defect, the customer shall reimburse S.E.A. for the expenses incurred as a result of the examination according to S.E.A.’s current remuneration rates or, in the absence of such a charge, based on the costs actually incurred for the utilisation of the examination service.
8. Modifications to the goods
S.E.A. may modify or improve the goods in line with technical advances without notifying the customer in advance, provided that the function and form of the goods are not permanently impaired or modified. S.E.A. is entitled to deliver the successor model of the ordered model if the ordered model is no longer available and it does not permanently differ from the successor model in function or form. This also applies in the event of any supplementary performance in the event of a defect.
9. Retention of title
The delivered goods remain the property of S.E.A. until all claims on the part of S.E.A. or a subsidiary company against the customer have been paid in full. After a justified withdrawal from the contract, S.E.A. has the right to reclaim the goods, sell them elsewhere or otherwise dispose of them as long as the purchase price has not been paid in full.
The customer shall hold the goods for S.E.A. free of charge until full payment has been received and shall keep the goods separate from his/her other property or the property of third parties. The goods subject to retention of title must be properly stored, secured and insured and marked as the property of S.E.A.
Until full payment has been made, the customer may use the goods in the normal course of business or resell them subject to retention of title. In the event of resale, the customer hereby primarily assigns to S.E.A. the resulting claims in the amount of S.E.A.’s claims. S.E.A. shall accept the assignment. The customer is revocably entitled and obligated to collect the assigned claim. S.E.A. may notify the customer’s purchasers of the assignment at any time.
If the goods have been further processed and if the further processing has also taken place in parts over which S.E.A. has no ownership, S.E.A. shall acquire co-ownership corresponding to the proportionate value of the goods subject to retention of title. The same applies in the event that S.E.A. Goods are mixed with those of others. The customer must inform S.E.A. immediately in the event of seizure or other interventions of third parties in the property of S.E.A.
The retention of title also remains in force if individual claims of S.E.A. are included in outstanding invoices or a balance is acknowledged, unless the balance is settled.
If the customer ceases payments, if an application for insolvency proceedings in respect of the customer’s assets has been filed or if they have been initiated, or a temporary insolvency administrator has been appointed, all rights on the part of the customer to resell, process and collect the resulting claims shall expire.
10. Final provisions
If individual provisions in contracts between the customer and S.E.A. or in these Terms and Conditions are or become invalid, the validity of the contract as a whole and of the other provisions in the contract and Terms and Conditions shall not be affected.
German law shall apply exclusively.
The place of jurisdiction and performance for all obligations arising from contracts between S.E.A. and the customer is Emsbüren, insofar as such an agreement is legally permissible.
All agreements that are intended to be binding for S.E.A. are only valid if they are confirmed in text form, whereby confirmation via the Internet or fax is sufficient.
Effective as of: 12/2016>