General Terms and Conditions of Delivery

Important information
1.1 The following terms and conditions of delivery apply exclusively to all deliveries by SHP Steriltechnik Polska Sp. z o.o., hereinafter referred to as SHP. Where these terms do not contain provisions on a particular matter, the relevant statutory provisions shall apply. The customer’s general terms and conditions which deviate from these terms of delivery or the statutory provisions are expressly rejected. They shall also be deemed unacceptable in the event of the performance of the contract, in particular the delivery of goods by SHP.
1.2 Written confirmation of the order may take the form of an invoice accompanying the goods.
1.3 SHP does not verify the accuracy of the customer’s details or requirements as set out in the quotation or order confirmation.
1.4 Unless SHP is informed in writing that the customer is ordering a specific product version, an improved version resulting from further technological development will be supplied.
1.5 Unless SHP confirms otherwise in writing, it shall supply within the tolerances permitted by the technical standards applicable in Germany, in particular DIN, VDE, etc.
Deliveries – delivery time
2.1 Unless otherwise agreed in writing, deliveries shall be made ‘Ex Works’ in accordance with Incoterms 2020.
2.2 Only the delivery time specified by SHP in the order confirmation shall be decisive.
2.3 The start of the delivery period depends on whether all documents, materials and information required for the performance of the contract, as well as any necessary authorisations or permits, have been provided by the customer on time, in the required form and/or in accordance with the agreed details.
2.4 Force majeure, strikes, civil unrest, administrative measures and other circumstances beyond SHP’s control shall release SHP from its obligation to deliver for the duration of the disruption and to the extent of its impact. This also applies where such events occur whilst SHP is already in default.
Delay
If the delay is due solely to slight negligence on the part of SHP, its legal representatives or its agents, and the customer is a business, this excludes liability for damages resulting from the delay.
Transfer of risk – dispatch
4.1 If the customer collects the delivered product, the risk of accidental destruction or deterioration passes to the customer at the moment they are notified that the goods are ready for collection.
4.2 In the case of dispatch, the risk (4.1) passes when SHP has handed over the goods to the person responsible for carrying out the dispatch. If dispatch is delayed for reasons attributable to the customer, the risk passes to them upon receipt of notification that the goods are ready for dispatch.
4.3 If SHP selects the method of dispatch, the mode of transport or the person responsible for dispatch, it shall only be liable for any errors in that selection.
4.4 Unless otherwise agreed in writing, the customer is obliged to insure the consignment at their own expense. SHP acts neither on its own behalf nor on behalf of the customer in this regard.
Receipt of goods – complaints procedure
5.1 Every delivery should be checked for defects, damage and completeness upon receipt. Complaints must be sent in writing to SHP without delay.
5.2 If the customer is a business, they must request that the carrier draw up a damage report and, after consulting SHP, appoint an expert to issue a damage certificate if necessary.
Warranty
SHP provides a warranty against product defects for a period of 12 months from the date of collection, covering repair or replacement. The customer is not entitled to rectify defects themselves or to claim reimbursement of costs incurred in doing so. If the repair or replacement carried out by SHP proves unsuccessful, the customer may assert further statutory warranty rights.
Compensation
SHP shall be liable for damages to the extent provided for by law in the event of an intentional or grossly negligent breach of duties during contract negotiations or the performance of the contract, as well as breaches of duties of care, diligence and other ancillary obligations.
If a breach of duty by SHP jeopardises the fulfilment of the purpose of the contract or the customer’s life, SHP shall be liable, in cases of slight negligence, for damages that may be covered by insurance, up to the amount that would be expected in the normal course of events. Damages resulting from business interruptions suffered by the client and loss of profit shall not be compensated in cases of slight negligence.
SHP shall also be liable for damages within the scope set out above in respect of its legal representatives or vicarious agents. The above rule on liability is exhaustive. No further claims for damages may be brought against SHP, even in the event of SHP’s tortious liability. Claims arising under the Product Liability Act of 15 December 1989 remain unaffected, however.
Prices
8.1 Prices are quoted ‘Ex Works’ in accordance with Incoterms 2020. VAT will be added at the applicable rate.
8.2 Prices do not include taxes, duties, levies or other charges, nor additional costs such as packaging, insurance, transport, carriage charges, installation, assembly, commissioning, etc.
Payments
9.1 Payments are due immediately and must be made in full upon receipt of the invoice. Any deduction of rebates or discounts requires prior written agreement.
9.2 Payments shall be made by bank transfer to SHP’s account. The acceptance of cheques or bills of exchange is purely a formality. The acceptance of bills of exchange requires prior written consent and does not constitute a deferral of payment, unless this has been expressly confirmed.
Retention of title
10.1 SHP retains ownership of the delivered goods until the customer has paid in full all amounts due under existing contracts. This also includes amounts due under cheques, bills of exchange and current invoices or bills.
Right of lien
11.1 The Customer and SHP agree that SHP shall have a right of lien over the Customer’s property which has come into SHP’s possession in connection with the performance of the contract, in order to secure SHP’s existing or future claims against the Customer arising from the same legal relationship.
Set-off – retention
12.1 The customer may only set off claims that are undisputed or have been legally established.
12.2 The customer is entitled to a right of retention in accordance with § 273 BGB and §§ 369 ff. HGB only if the claim giving rise to this right arises from the same legal relationship as SHP’s claim.
Competent court
13.1 If the customer is a business or there is no general jurisdiction in their country, the competent court shall be Magdeburg, including for matters relating to bills of exchange and cheques.
13.2 SHP shall, however, be entitled to seek legal redress in any other court which, under the law of Germany or the country in which the customer is domiciled, has jurisdiction over the dispute in question.
Other provisions
14.1 The place of performance for payments by the customer is SHP’s registered office.
14.2 Should any provision of these terms and conditions be wholly or partially invalid, this shall not affect the validity of the remaining provisions.
14.3 German law shall apply, to the exclusion of the United Nations