General Terms and Conditions – SpanSet GmbH & Co. KG – Stand Mai 2015

We sell exclusively subject to the following terms and conditions of sale, delivery and payment. Any purchasing terms of the Buyer are hereby expressly excluded. Our general terms and conditions apply to the entire future business relationship, unless the Buyer is not a merchant in the sense of Handelsgesetzbuch (HGB – German Commercial Code). 

Article 1 Conclusion of contract

The Seller’s offers are generally subject to change and non-binding. A supply agreement will be legally binding only when we have accepted the Buyer’s order (confirmation of order). Block orders (= call orders) shall require an express agreement; the same applies to changes in arrangements. The longest period for goods purchased on call is five months, within which the goods are to be received in full, unless some other arrangement is expressly agreed. Amendments to an agreement and oral ancillary agreements shall be valid only if confirmed in writing. Fixed-date transactions shall require a separate agreement. 

Article 2 Price 

Prices are based on the cost arrangements valid on the day the order is confirmed. If a binding price agreement has been reached, the Seller shall nevertheless be entitled to adjust the prices if four months have passed since the contract was signed and the agreed delivery or performance is subsequently indirectly or directly affected or rendered more expensive by new public duties, ancillary charges, freight fees or increases thereto or due to some other statutory measures or some change to the underlying cost factors, such as wage or material costs on which the Seller’s prices are based. The above shall not apply in the case of deliveries to a non-merchant. Unless otherwise agreed, prices are quoted ex Seller’s warehouse. Packing is charged separately. All prices indicated are quoted before the statutory rate of value added tax applicable at the time of delivery, which shall be separately calculated and disclosed on the invoice. 

Article 3 Tolerances

Article 3.1 Technical tolerances

Certain tolerances apply in relation to our fulfilment of the technical characteristics of our products. Our products shall be considered complete and faultless if the dimensions of the delivered products are within the standard tolerances.

The following table presents the (standard-) tolerances:


Article 3.2 Quantity tolerances in the case of special articles 

Quantity deviations up to 10% of the agreed scope are considered approved; the Buyer owes in this case the remuneration due on the quantities actually delivered. The same shall apply to any deviations in quantities up to 10% of the agreed scope. 

Article 4 Delivery

Risk is transferred to the Buyer when the goods are handed over to a freight forwarder or carrier, but at the latest on dispatch from the warehouse or – in the case of drop shipments – the delivery point. Insurance shall be taken out only at the request of the Buyer, in its name and for its account. Delivery periods and dates shall be considered met once the goods have left our plants before the times in question have expired. They shall be extended to an appropriate extent in the event of measures taken in the context of labour disputes, in particular strikes or lockouts, and in the event of unforeseen obstacles that are outside our control, insofar as such hindrances can be proven to have significant consequence for the production or delivery of the goods. This shall also apply when the circumstances arise in relation to sub-suppliers. We shall notify the Buyer regarding such circumstances without delay. If either party cannot reasonably be expected to continue with the contract due to such circumstances, that party shall be entitled to withdraw from the contract to the relevant extent. We are entitled to perform partial deliveries to a reasonable extent. 

Article 5 Liability for faults 

The Buyer shall examine the goods received for faults without delay and shall immediately report any evident faults to the Seller in writing. If a complaint is not made with the correct form and/or on time, the goods shall be considered as delivered in a faultless state. The Buyer shall then have no claims in this regard, irrespective of their nature. The above does not apply in the case of performance in relation to a non-merchant. In the case of justified complaints of faults being filed correctly and on time, we shall be entitled – at our own discretion – to remedy the fault or to deliver a faultless item (subsequent performance). If this subsequent performance fails or is refused by the Seller, the Buyer shall be entitled to reduce the purchase price or, after a suitable period for fulfilment has been set and expired, to withdraw from the contract. If the fault is not significant, the Buyer shall be entitled only to reduce the price. We shall bear additional expenses arising in relation to the subsequent performance only insofar as these are reasonable in the individual case, in particular in relation to the purchase price of the goods in question, and under no circumstances exceed 150% of the value of the goods. This shall not apply to costs relating to installation and dismantling of the alleged faulty goods. We shall not be responsible for expenses incurred as a result of the sold goods being transported to some location other than the domicile or the branch location of the Buyer, unless such removal is in line with the normal contractual use of the goods. As long as the Buyer does not provide us with opportunity to obtain evidence of the fault, when in particular the Buyer does not make the goods with the alleged fault, or samples thereof, available to us on request, he shall not be entitled to claim that the delivered goods are faulty. Further claims are excluded pursuant to Article 5. This shall apply in particular for claims for compensation for damages that arose not in the goods themselves (consequential damages). The Seller shall take back goods that were properly delivered, without any obligation being established in this regard, only in certain exceptional cases and within the scope of what is possible, when these are in perfect condition and do not come from a contract production. We are entitled to charge a sum equivalent to 25 % of the value of the goods, but at least EUR 50.00, for covering the costs incurred. 

Article 6 Limitation of liability and statute of limitations 

In the case of infringements of contractual or non-contractual obligations on our part, in particular owing to impossibility, default, fault when initiating contracts and tortuous acts, we shall bear liability – including for our executive staff and other vicarious agents – only in cases of malice aforethought and gross negligence and only to the extent of the typical damages predictable at the time the contract was concluded. These restrictions shall not apply in the case of culpable infringement of central contractual obligations on our part and insofar as the achievement of the purpose of the contract is thereby jeopardised, in cases of mandatory liability according to product liability law, in cases of damage to life, limb or health, and also not if and insofar as we have fraudulently concealed faults in the goods or have guaranteed that the goods are free of such faults. The above shall not prejudice the regulations regarding onus of proof. Unless otherwise agreed, any contractual claims that the Buyer acquires due to or in connection with the supply of goods are subject to a statute of limitations of one year after delivery of the goods. This period shall also apply for goods that were used according to their normal purpose were used in and caused faults in a building construction, unless this special use was agreed in writing. This shall not prejudice our liability from failure to fulfil our obligations whether due to malice aforethought or gross negligence and the statute limitation on recourse claims. In cases of supplementary performance, the statute of limitations shall not recommence. Our invoices are payable within 30 days (term of payment) of the relevant invoice date. The Buyer shall be in default of payment at the latest 10 days after our claim became due, without any need for a reminder in this regard. There shall be no deductions for cash discount. 

Article 7 Payment and default 

The Buyer has a right to retention or to set-off claims only insofar as his counterclaims are undisputed or have been established in law. If the term of payment has been exceeded, but at the latest at the time of default, we are entitled to charge interest at a rate of the relevant bank interest rates for overdrafts, but at least at a rate 9 percentage points above the basic interest rate, or in the case of non-merchants at 5 percentage points over the basic interest rate. This shall not prejudice the Buyer’s right to assert further financial damages. 

Article 8 Retention of title

The delivered goods remain the property of the Seller until all of the Seller’s claims against the Buyer have been paid in full. If part of normal business operations, the Buyer shall be entitled to resell and rework these reserved goods. Such resale is, however, admissible only if the Buyer maintains and safeguards the Seller’s retention of title. The Buyer is not permitted to pledge or transfer as collateral the reserved goods. The Buyer here and now cedes to the Seller by way of collateral the Buyer’s claims from a resale of the reserved goods up to the amount of the Seller’s total claim and shall notify his customers accordingly in each individual case regarding this assignment of claims to the Seller. The Seller accepts this assignment. Notwithstanding the assignment of claims, the Buyer is entitled to collect the ceded claims from its customers for as long as it continues to fulfil its obligations towards the Seller and is not in financial difficulties. If the value of the collateral in place for the Seller exceeds the Seller’s claims in total by more than 20%, the Seller shall be obliged at the request of the Buyer to release this collateral accordingly as indicated by the Seller. The Buyer is obliged to notify the Seller without delay regarding any and all circumstances relating to the retained assets – resale or transfer of claim, combining, mixing, processing of the goods, the collection of ceded claims, any third-party enforcement measures against the goods or claims existing in lieu thereof, etc. In the event of the reserved goods being combined, mixed or processed with other goods not belonging to the Seller, the Seller shall have a claim to the resulting co-ownership share of the new asset. If the Buyer acquires sole ownership of the new asset, the contracting partners agree that the Buyer cedes to the Seller a co-ownership in proportion to the value of the reserved goods in relation to the new asset. If the reserved goods are resold together with other goods, irrespective of whether after they are combined, mixed or processed, the advance cession agreed above shall apply only to the amount of the total claims of the Seller. In the case of enforcement measures taken by a third party against the reserved goods or claims existing in lieu thereof, the Buyer undertakes to provide to the Seller free of charge all the documents and information necessary in the defence of his rights. In the event of the Seller’s rights coming under threat, the Buyer undertakes to return to the Seller the reserved goods on request up to the amount of the Seller’s total outstanding claims. 

Article 9 Place of performance, legal venue, applicable law 

It is agreed for these terms of business, orders and deliveries between the Seller and foreign customers that the law of the Federal Republic of Germany shall apply for the entire business relationship, irrespective of what legal basis it was established. The Uniform Law on Sales and/or other interstate law is also excluded in the case of customers domiciled in a contracting state. The contract language for our business relations is German. Place of performance for all claims arising from this agreement is the official domicile of the Seller. Legal venue for all disputes arising from or in connection with the contractual relationship and those relating to its origin and its legal effectiveness (including for litigation involving bills of exchange and cheques) is the official domicile of the Seller, provided the contract partner is a registered merchant, a legal entity under public law or a special fund under public law. 

Article 10 Severability clause 

If one of these provisions is or becomes void or ineffective in law for whatever reason, this shall not prejudice the validity of the remaining provisions. The void or ineffective clause shall be replaced by some regulations that comes as close as possible to what the parties had intended with the original:

SpanSet Jülicher Str. 49-51 

52531 Übach-Palenberg 

Tel.: +49 (0) 2451/4831-0 

Telefax (Verkauf) +49 (0) 2451/4831207 

Telefax (Einkauf) +49 (0) 2451/4831208

Steuernummer 21057470023 

USt-IdNr. DE 122489866

HRA 5030 Aachen

Komplementär: SpanSet Gesellschaft für Transportsysteme und Technische Bänder m.b.H.

HRB 9733 Aachen

Geschäftsführer: David Ehnimb, Hans-Josef Neunfinger, Patrick Schulte


Bank data


Kto: 121905400 

BLZ: 39040013 

IBAN: DE 07390400130121905400 


Bankhaus Lampe 

Kto: 1363131 

BLZ: 48020151 

IBAN: DE74480201510001363131 



Kto: 1925 

BLZ: 31251220 

IBAN: DE92312512200000001925