General terms and conditions of business

Conditions

General Terms and Conditions of SEBA Europa GmbH
Version from December 2022


Article 1 Scope of these general terms and conditions

1.1. These general terms and conditions (the “Terms and Conditions”) apply to every offer and every contract between SEBA Europa GmbH, hereinafter referred to as “SECURITBOX®”, and a buyer.
1.2. If the buyer has concluded a contract with SECURITBOX under these conditions, or if the buyer is otherwise familiar with these conditions or can reasonably be assumed to be familiar with them, these conditions will also apply in full to subsequent contracts, even if at the time of conclusion of the contract in question, no express reference has been made to these conditions or their applicability has been declared.
1.3. In the event of differences in meaning between different language versions of these conditions, the German text and the explanation according to German law always prevail.
1.4. SECURITBOX expressly rejects the applicability of any other general terms and conditions (including purchasing conditions) or provisions.

Article 2 Treaty
2.1. All offers from SECURITBOX are contractually binding. Offers can therefore be revoked by SECURITBOX immediately after acceptance of the SECURITBOX by the buyer.
2.2. A binding contract with a buyer is only concluded when SECURITBOX has accepted the buyer's order in writing or SECURITBOX executes the order placed.
 
Article 3 Prices, quantities and order documents
3.1. The prices calculated by SECURITBOX are in euros and do not include VAT, transport costs, import duties and other government charges, unless expressly agreed otherwise in writing.
3.2. The price offered applies only to the specific order and the quantities offered therein.
3.3. SECURITBOX is not obliged to fulfill a contract at a stated price that is based on an obvious printing or typesetting error or is clearly not in line with market conditions.
3.4. SECURITBOX is entitled to increase the prices by taxes or increases in taxes that were not previously known on the day the contract was concluded, such as: B. excise taxes and duties, without the buyer being entitled to terminate the contract. These duties must be paid by the buyer as part of the price. SECURITBOX is not obliged to pay compensation to the buyer in the event of an increase.
3.5. Deviations from the agreed price up to a maximum of 10% of the price are considered reasonable unless the buyer proves that such an increase is unreasonable for him.
3.6. If, in an order, the ordered quantity deviates from the standard quantity used by SECURITBOX or a multiple thereof, SECURITBOX is free to deliver the next higher quantity and the buyer is obliged to pay for it.
3.7. When placing the order or upon first request from SECURITBOX, the buyer is obliged to indicate in writing which data, specifications and documents are required according to the regulations of the country to which delivery is to be made.

Article 4 Guarantee
4.1. If goods from SECURITBOX are delivered with a guarantee, the guarantee conditions and the manufacturer/operating instructions for the goods apply.
4.2. If Buyer makes a valid warranty claim, SECURITBOX will, at its sole discretion, either repair or replace the Goods.
4.3. In any case, a warranty claim can only be asserted, among other things, if
a. until the buyer has fulfilled all payment obligations;
b. if there is intent or gross negligence on the part of the buyer or a third party;
c. if manufacturing/operating instructions were not followed;
d. if changes have been made to the goods;
e. with normal wear and tear;
f. if the assembly or repair of the goods was carried out by third parties without the written consent of SECURITBOX;
G. if the assembly or repair of the goods was carried out by a third party and it does not comply with the applicable regulations, regardless of whether SECURITBOX has given written consent to the assembly or repair by a third party;
H. in the event of a minor/minor error, as described in Article 8 of these Terms and Conditions;
i. if the cause of the defect lies outside the goods.
4.4. The provisions of the above section are at the discretion of SECURITBOX or an expert commissioned by it (notified body).

Article 5: Delivery
5.1. Unless expressly agreed otherwise in writing, delivery by SECURITBOX to the buyer is always carried out in accordance with the Incoterms ex works: "ex works / location Securitbox", as listed in the latest version of the Incoterms of the International Chamber of Commerce (ICC).)
5.2. Unless expressly agreed otherwise in writing, the buyer bears the transport costs. Delivery and transfer of the risk of the goods (loss, theft, damage and defects) to the buyer occurs when the goods are made available to the buyer or the first carrier from SECURITBOX's warehouse (location) in Germany.
5.3. SECURITBOX is entitled to make partial deliveries and to invoice the buyer for each partial delivery. Contrary to Article 73 of the Vienna Sales Convention, each delivery is to be viewed as a separate contract.
5.4. The delivery times stated by SECURITBOX are always guidelines and therefore do not represent a deadline. SECURITBOX will only be in default of meeting delivery deadlines after legally effective notice of default has been given and a reasonable deadline has been set for delivery.
5.5. A delay in delivery - for whatever reason - does not entitle the buyer to suspend the fulfillment of his obligations towards SECURITBOX.
5.6. In the event of a delay in delivery due to a change in any circumstances, the delivery period will be extended by the duration of the delay. Late delivery does not entitle the buyer to withdraw from the contract or claim compensation.
5.7. The buyer must accept the goods at the agreed time and place. In addition to Article 75 of the Vienna Sales Convention, if the Buyer fails to accept delivery at the agreed time or place or fails to provide the information or instructions necessary for delivery, the Buyer shall be in default and the goods shall be deemed to have been delivered. SECURITBOX can then decide:
A. to store (or have stored) the goods at the expense and risk of the buyer and to charge the buyer for all costs incurred, including the full cost of the relevant insurance and (additional) transport costs, or in any case compensation to the buyer to be charged at a rate of 15% of the invoice amount including VAT; or
B. to sell the goods at their market price - taking into account any reduction in value or quality - in this case the buyer must pay SECURITBOX the outstanding purchase price amount, less amounts already received, plus storage costs and additional transport costs, costs and costs of the relevant insurance.

Article 6 Force Majeure
6.1. Force majeure on the part of SECURITBOX occurs in any case, but not exclusively, if, after conclusion of the contract(s), SECURITBOX is prevented from fulfilling or preparing for its obligations under this contract due to war or war damage, civil war, threat of war, unrest , blockades, boycotts, piracy, terrorist actions, explosions, natural disasters, epidemics and pandemics that may affect SECURITBOX's business, late delivery of goods (by suppliers), prevention and disruption of transportation, shortage of raw materials, acts of war, fire , floods, attacks (volcanic) ash cloud(s) and sit-ins (both organized and unorganized), lockouts, import and export restrictions, government measures, defective machines, disruptions in the energy supply, late delivery of necessary raw and/or auxiliary materials ( of suppliers), illness of staff and/or absence of employees crucial to the supply of equipment or facilities both on Securitbox's premises and at third parties, such as suppliers from which SECURITBOX receives the required materials or raw materials in whole or in part, as well as during storage or transport, whether under our own management or not, and all other matters that arise without Securitbox's fault or risk. This list is incomplete.
6.2. During and after the occurrence of force majeure, SECURITBOX's delivery and other obligations will be suspended until SECURITBOX is able to deliver again.
6.3. If the period of force majeure lasts longer than 3 months and after notification by SECURITBOX, either SECURITBOX or the buyer may terminate the unfulfilled part of the contract without either party owing compensation to the other.
6.4. If, at the time when the force majeure situation arises, SECURITBOX has already fulfilled part of its obligations or is able to fulfill part of its obligations, it is entitled to invoice separately for the part delivered or deliverable and the buyer must do so Pay the bill if it were a separate contract.
6.5. In the event of force majeure, SECURITBOX is not liable to pay damages to the buyer and the buyer is not entitled to any compensation.

Article 7 Retention of title

7.1. The sale and delivery take place under comprehensive retention of title. Ownership of the goods sold, delivered and yet to be delivered, including goods already paid for, remains reserved until all claims – including interest and costs – by Securitbox against the buyer arising from the purchase contracts and associated services have been settled.

7.2. Until ownership of the delivered goods has passed to the buyer, the buyer may not pledge or transfer the goods or grant any other security interest in them to third parties for debts, loans or other financial arrangements. If this provision is violated, the purchase price will be due immediately in full.

7.3. The buyer must:

A. to store and secure the goods delivered under retention of title properly and under the correct conditions (e.g. temperature, humidity, light, etc.) and also to insure and keep them insured against fire, explosion, water damage and theft. Please have the above-mentioned insurance policy and proof of payment for the premium available for inspection upon first request from SECURITBOX.

B. to store the goods delivered under retention of title carefully and as recognizable property of SECURITBOX. If this provision is violated, the purchase price will be due immediately in full.

C. pledge all claims of the buyer against the insurer in relation to the goods delivered under retention of title to SECURITBOX in accordance with the German Civil Code.

D. Inform SECURITBOX immediately if a third party asserts rights to the goods that SECURITBOX has delivered to the buyer and/or if SECURITBOX still has claims against the buyer as a result of the delivery of these goods. In this case, SECURITBOX is entitled to take possession of the goods immediately. In such a case, the buyer is liable for all resulting costs. SECURITBOX is only obligated to deliver these goods after full payment or provision of sufficient security for the claim(s).

7.4. From delivery, the buyer bears the risk of loss, damage or other reduction in value of the goods.

7.5. SECURITBOX is entitled to take possession and sell its property if the buyer defaults on payment or if there are reasonable grounds to believe that the buyer does not or will not pay or is or will be in financial difficulties to third parties.

7.6. In the event that SECURITBOX claims the goods subject to retention of title as its property in accordance with Section 1 of this article, the Buyer hereby unreservedly and irrevocably authorizes SECURITBOX or third parties authorized by SECURITBOX to enter any place where SECURITBOX's property is located , and to take back the goods if the buyer continues to be in default. If SECURITBOX is not granted access, SECURITBOX can immediately demand a contractual penalty of €1,000.00 for each day of the duration of the violation, without the need to give notice of default to the buyer. The costs arising from SECURITBOX exercising its retention of title are borne by the buyer.

7.7. If SECURITBOX claims goods as its property and receives such goods back, it will send the buyer a credit note for such goods in an amount equal to the market value of the goods received at the time of repossession. The market value will in any case correspond to the purchase price obtained by private or public sale, at SECURITBOX's option, and without prejudice to the right to any other compensation.

7.8. If and to the extent that the country of destination of the goods has further options for retention of title, these further options apply.

Article 8 Inspection, complaints, defects

8.1. Upon delivery, the buyer must immediately check whether the number (packages), weight and visible quality of the delivered goods match the order and shipping documents. Deviations must be reported immediately upon delivery on the delivery note (supplier) and immediately in writing to SECURITBOX, otherwise the delivery is considered factually and legally correct. The proof to the contrary then lies with the buyer.

8.2. The buyer must inspect the delivered goods immediately, but no later than within 24 hours of delivery, or commission another party to inspect the delivered goods for hidden and obvious defects. By “hidden defects” SECURITBOX means defects such as transport damage that is not immediately visible, cold damage, mechanical damage and all other damage that could have been detected as a result. Any complaint must be submitted in writing to SECURITBOX within 24 hours of the inspection. The validity of a complaint will only be recognized if the complaint is accompanied by a quality report and photos of the defects, stating the item and invoice number. If there is no quality report and photos or if the complaint is submitted too late, the right to a successful complaint and compensation is forfeited.

8.3. Any claims of the buyer against SECURITBOX due to defects in delivery or defects in or to goods delivered by SECURITBOX expire irrevocably as soon as the stated complaint deadlines have expired, as well as in cases in which the buyer refuses to cooperate sufficiently with SECURITBOX with regard to an investigation the merits of the complaint by SECURITBOX. The goods complained about must be available to SECURITBOX in the condition in which they were at the time the defects were discovered.

8.4. Any claims of the buyer expire after the buyer has used, treated or processed the delivered goods, allowed them to mature or resold them to third parties.

8.5. Any complaint regarding an invoice must be made in writing within 8 working days from the date of the relevant invoice; otherwise the loss of all rights and claims in this regard will expire.

8.6. The goods delivered are flawless if they comply with the specific legal (use or hygiene) regulations applicable in the European Union.

8.7. If the buyer has special requirements for the goods to be delivered, he must expressly state this in writing before and at the time of conclusion of the contract and expressly confirm this in writing by the supplier, otherwise the goods cannot be considered defective if they do not meet these requirements or are prove unsuitable for this purpose.

8.8. If the goods have deviations that are not material (including minor differences in quality, color, size, quantity, weight, design, etc.) and/or do not lead to a significant limitation of the functionality of the goods and/or do not result in the goods no longer have the functionality required for the specific purpose for which the buyer purchased the goods, such deviations do not constitute a defect.

8.9. Complaints that relate to less than 5% of the invoice amount or the total invoice amount of the delivered goods to which the complaint relates are not considered defects.

8.10. Returns will only be accepted by SECURITBOX with the express written consent of the buyer. Returns are made at the buyer’s expense and risk.

8.11. If the buyer returns items without the prior written consent of SECURITBOX, all costs associated with the return will be borne by the buyer. SECURITBOX is then free to store (or have stored) the goods with third parties at the buyer's expense and risk, at least 15% of the invoice amount, including VAT, without prejudice to the right to compensation for the full loss.

8.12. In the event of a justified complaint, SECURITBOX reserves the right to choose:

– replace the goods; or

– grant a discount.

The buyer cannot object to the choice made. In such a situation, the buyer can never demand compensation from Securitbox. SECURITBOX's liability is limited to the value of the delivered goods that are the subject of the complaint.

8.13. (Legal) claims of the buyer due to non-conformity, weight or quantity discrepancies must be made within 12 months of notification of the complaint to the court having jurisdiction under these terms and conditions, under penalty of all rights and losses, unless the rights under applicable contracts, laws or regulations have expired earlier; otherwise all rights and claims expire.

Article 9 Payment

9.1. The payment period is 30 days from the invoice date, unless expressly agreed otherwise in writing

9.2. The payment deadline (paragraph 1) is a deadline. If this is exceeded, the buyer is immediately in default, so no notice of default is required.

9.3. The buyer is not permitted (not even in the event of a complaint):

A. to suspend payment in whole or in part. Suspension by the buyer is expressly excluded;

B. trigger. Offsetting by the buyer is expressly excluded.

9.4. From the time of default, the buyer owes:

A. Interest at the rate of 1.5% per month on the entire outstanding balance. A part of a calendar month counts as a whole calendar month;

B. extrajudicial collection costs, set at a minimum of 15% of the amount owed including VAT or €500.00 excluding VAT, whichever is higher, without prejudice to SECURITBOX's right to compensation for further losses;

C. all legal costs incurred by SECURITBOX to enforce compliance with the Buyer's obligations. In any case, this includes all costs incurred by his legal representative that deviate from the statutory flat rate remuneration. Court costs also include the costs of filing for insolvency proceedings as a means of debt collection.

9.5. Payments made by the Buyer after the transfer to an external debt collection service provider by SECURITBOX will always be used first to reduce the costs due, then to reduce the interest due and then to reduce the invoices. This order is valid regardless of any provisions of Buyer to the contrary at the time of payment.

9.6. All claims of SECURITBOX are due immediately and the buyer is immediately in default if:

A. The Buyer fails to timely or properly fulfill its obligations under a contract with SECURITBOX or any related, prior or subsequent contract;

B. the buyer has applied for a moratorium or intends to do so or has been granted a moratorium;

C. a bankruptcy petition is filed by or against the Buyer, the Buyer or a third party intends to file for bankruptcy, or the Buyer is declared insolvent;

D. Otherwise, SECURITBOX has reasonable doubts about the buyer's solvency, which is why, at SECURITBOX's discretion, the buyer is unable to fulfill its obligations;

e. an application has been filed by the Buyer under the Natural Persons Debt Rescheduling Act (WSNP) or the WNSP is declared applicable to the Buyer;

F. A third party obtains a seizure order (pre-judgment or post-judgment) against the buyer.

G. a legal entity of the Buyer is dissolved and liquidated or if a natural person of the Buyer dies or is no longer able to conduct its business;

9.7. In any situation, including but not limited to situations a to g, SECURITBOX is entitled to suspend the delivery of the Goods until the Buyer has provided an advance payment or appropriate (additional) security for claims and/or payment for the Goods, delivered. At SECURITBOX's first request, the buyer is obliged to pay in advance or provide appropriate (additional) security.

9.8. After the Buyer has fulfilled its obligations and/or provided sufficient security, SECURITBOX will determine the new delivery time required, taking into account the possibilities then existing in SECURITBOX's company and/or in the company of SECURITBOX's suppliers for the delivery or processing of the goods.

9.9. If the Buyer fails to provide payment or (additional) security, Securitbox is entitled to store the goods in accordance with Article 5, Section 7(a) or to sell them in accordance with Section 7(b). SECURITBOX is not obliged to pay compensation to the buyer due to this non-delivery.

Article 10 Liability

10.1. SECURITBOX is not liable for damages incurred by the buyer unless and to the extent that the buyer proves intent, gross negligence or willful negligence on the part of the board members or company management.

10.2. “Damage” here includes losses arising from the event giving rise to liability (breach of contract), losses arising from termination, losses arising from breach of a statutory obligation and losses arising from tort.

10.3. SECURITBOX is not liable for:

A. insignificant details that deviate from the contract description, such as: B. Weight or external characteristics. These examples are not limiting;

B. Defects that arise as a result of the goods being delivered under incorrect conditions during transport (even if this is at SECURITBOX's expense) or at the buyer's or third party's premises, such as: B. incorrect temperature or humidity or incorrect packaging. These examples are not limiting;

C. Defects that occur in the goods during transport (even if this is at SECURITBOX's expense) or on the part of the buyer or third parties when loading or repacking the goods. In particular, damage to an item's galvanic protective layer is the buyer's responsibility and should be replaced by the carrier or third party. SECURITBOX will not cover the costs of any repairs. This example is not limiting;

D. Defects in the items delivered that are due to the buyer processing or having the items processed, improperly installing the items (according to the instruction manual provided), not maintaining or treating them in a timely manner (e.g. cleaning or chemicals) . or the right way. These examples are not limiting. In particular, SECURITBOX is not liable if the damage is caused by the buyer handling the items in accordance with the operating instructions. The burden of proof that the damage was not caused by transport lies with the buyer.

e. (Delay) damage caused by storing the items for too long;

F. intentional damage, negligence, misuse of the goods. This list is not limiting;

G. Complaints about goods that represent 5% or less of the total value of the goods;

H. Damage caused by delays in transport, including air transport (airplane), delays in (customs) clearance;

I. pure financial losses, personal injury, death, loss of profits, loss of sales, loss of savings, loss of goodwill or similar losses howsoever arising, labor costs, losses due to business interruption and stagnation of business, interest costs, repair costs, transport costs and fines by the buyer, its subordinates and persons employed by or on behalf of the Buyer, regardless of how such damage is described (direct, indirect, consequential).

10.4. SECURITBOX's maximum and cumulative liability, whatever the legal basis, is expressly limited in its entirety to (at SECURITBOX's option):

A. Exchange of the ordered items to which the complaints relate;

B. Up to the amount paid out by the insurance company in the respective case plus the deductible. If there is no payment from the insurance for any reason, liability for damages is expressly limited to 50% of the invoice value of the items to which the damage was discovered, up to a maximum of €25,000.00.

10.5. Any liability beyond this (or the associated risk) is expressly excluded and should be insured by the buyer himself.

10.6. SECURITBOX has the right to have the damage assessed by an independent expert (notified body) chosen by Securitbox. The buyer must have the examination carried out by the expert commissioned by SECURITBOX. An investigation by an independent third party or expert is not considered a binding opinion.

10.7. Claims for damages must be filed with a court responsible for the respective contract no later than 12 months after the damage occurred. Otherwise, all rights and claims will expire, unless rights arising from applicable contracts, laws or regulations have already expired earlier.

10.8. The Buyer indemnifies SECURITBOX for (all consequences of) the liability of third parties in relation to the goods delivered by SECURITBOX to the Buyer. Claims from third parties will therefore not be recognized by SECURITBOX. The buyer should also take out (additional) insurance for this.

10.9. If and to the extent that damage occurs to a buyer for whom the carrier is insured (and has coverage) or if damage is covered by a guarantee expressly granted by SECURITBOX - or on the basis of a legal obligation - then the buyer should SECURITBOX do so clearly in writing and SECURITBOX will endeavor to process such a request promptly.

10.10 In the event of a warranty claim by the buyer, the goods in question (or parts thereof) must be returned to SECURITBOX in the original packaging and, if possible, undamaged, if requested under conditions to be determined by SECURITBOX.

Article 11 Intellectual Property Rights

11.1. The Buyer will refrain from any infringement of copyrights and other intellectual or industrial property rights and similar rights, including trademark rights, patents, patents and confidential business information within the meaning of Section 1 of the Law on the Protection of Trade Secrets, in relation to the information sent by SECURITBOX to the Buyer goods delivered, including the products and the drawings, models, molds, molds made by or on behalf of SECURITBOX, as well as everything related to the execution of the order. The items mentioned remain the property of SECURITBOX, even if they have been invoiced to the buyer, unless otherwise agreed in writing.

11.2. Unless otherwise agreed in writing, the buyer is not permitted, among other things:

A. change or remove, or cause to be changed or removed, any notices in or on Articles that refer to any rights referred to in Section 1 of this Article, such as trademarks or trade names of SECURITBOX or third parties;

B. reproduce, disclose or modify, in whole or in part, the items delivered by SECURITBOX to the Buyer in accordance with Section 1.

11.3. If the Buyer learns that third parties are infringing in any way the intellectual or industrial property rights referred to in this article, the Buyer must immediately notify SECURITBOX in writing. The buyer must provide further information to SECURITBOX upon first request or follow its instructions.

11.4. If SECURITBOX produces goods for the buyer using items provided by the buyer or manufactured in accordance with the buyer's instructions, such as drawings, models, molds, molds or other data, the buyer guarantees to SECURITBOX that no intellectual or industrial property rights of third parties are infringed. The buyer releases SECURITBOX from third-party claims due to the violation of intellectual or industrial property rights.

11.5. If SECURITBOX determines that the manufacture and/or delivery of goods infringes the rights of third parties, SECURITBOX is entitled, without further notice, to stop the manufacture and/or delivery of the goods in question and/or to terminate the contract without being liable for damages. In such a case, the buyer must compensate SECURITBOX for all losses incurred by SECURITBOX, including lost profits.

11.6. If the buyer does not comply with his obligations under this article, he will violate the obligations without further notice of default and will owe SECURITBOX an immediately payable penalty of €10,000.00 per violation plus a penalty of €2,500.00 per day for each day that the violation continues, up to a maximum of €100,000.00, without prejudice to SECURITBOX's right to claim compensation for the entire amount of the damage.

Article 12 Termination of the contract

12.1. Unless otherwise agreed in writing, the contracts are considered separate contracts and there is no ongoing service contract that requires termination.

12.2. If and to the extent that the buyer proves in writing that it is a continuous service contract, the contract can always be terminated in writing with a notice period of 3 months (calculated from the last working day of the contract) without obligation to do so, unless otherwise agreed Compensation for the damage caused thereby.

12.3. If the buyer does not comply with one or more contracts, SECURITBOX has the right to suspend or terminate the remaining contracts, given the sensitivity and nature of the product.

12.4. In the event of termination of the contract(s), SECURITBOX is in any case entitled to the following compensation:

A. Termination before delivery: 50% of the contractually agreed quantity;

B. Termination after delivery: 100% of the contractually agreed quantity.

In both cases (a) and case (b), without prejudice to SECURITBOX's right to full compensation, including loss of profits.

12.5. Section 4 of this article applies even if SECURITBOX agrees to termination otherwise at the buyer's request.

 
Article 13 Recall provision

13.1. If SECURITBOX deems a product recall necessary for any reason, Buyer shall cooperate with any action SECURITBOX deems necessary to mitigate the damage; otherwise he is obliged to pay a contractual penalty that is payable immediately.

13.2. If the buyer determines that the items delivered may require a product recall, he should contact SECURITBOX immediately.

13.3. If the buyer does not comply with the obligations under this article, he will owe an immediately due contractual penalty of €5,000.00 plus a contractual penalty of €1,000.00 per day for each day on which the violation continues, without prejudice to SECURITBOX's claim compensation for the full amount of his loss.

 
Article 14 Disputes and applicable law

14.1. German law applies to contracts between the parties.

14.2. All disputes in connection with and/or arising from the contract will be decided exclusively in court in Aachen, unless mandatory legal provisions require otherwise.

 

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