General Terms and Conditions

1. Important Information

1.1 For all deliveries from SHP Steriltechnik AG, hereinafter referred to as SHP, the following delivery conditions exclusively apply. If these conditions do not cover a specific situation, legal provisions will apply. Any general terms and conditions of the customer that deviate from these delivery conditions or from the legal regulations are expressly rejected. They will not be accepted even when processing a contract, particularly in cases where SHP delivers goods.

1.2 The written order confirmation can be issued in the form of an invoice along with the goods.

1.3 SHP does not verify the accuracy of any requirements or specifications provided by the customer as a basis for the offer or order confirmation.

1.4 Unless SHP is expressly informed in writing that the customer intends to order a specific version of a product, the version that has been technically improved through further development will be delivered.

1.5 Unless otherwise confirmed in writing by SHP, deliveries will be made within the tolerances permitted under the technical standards applicable in the Federal Republic of Germany, particularly those in accordance with DIN, VDE, or similar standards.

2. Deliveries – Delivery Time

2.1 Unless otherwise agreed in writing, deliveries are made "Ex Works" (EXW) according to Incoterms 2010.

2.2 Only the delivery time specified by SHP in the order confirmation is binding.

2.3 The commencement of a delivery time assumes that all documents, materials, and information required from the customer for the execution of the contract, as well as any necessary permits or approvals, have been provided to SHP in a timely manner, with the necessary content and/or in the agreed condition.

2.4 Acts of God, labor disputes, civil unrest, governmental actions, and other circumstances beyond SHP's control release SHP from its delivery obligations for the duration of the disruption and to the extent of its effects. This also applies if these events occur at a time when SHP is already in default.

3. Delay

If the delay is due to slight negligence on the part of SHP, its legal representatives, or vicarious agents, and the customer is a merchant, compensation for damages resulting from the delay is excluded.

4. Transfer of Risk – Shipping

4.1 If the customer collects the product provided, the risk of accidental loss or deterioration transfers to the customer when they receive notification that the product is ready for collection.

4.2 In case of shipment, the risk (4.1) transfers at the moment SHP hands the product over to the person responsible for executing the shipment. If delivery is delayed for reasons attributable to the customer, the risk transfers to the customer upon receipt of the notification that the goods are ready for shipment.

4.3 If SHP selects the shipping method, shipping route, or shipping person, it is only liable for any fault in the selection.

4.4 Unless otherwise agreed in writing, it is the responsibility of the customer to insure the goods at their own expense. SHP will not act on its own behalf or on behalf of the customer in this regard.

5. Goods Receipt – Obligation to Inspect and Notify of Defects

5.1 Every delivery must be inspected for defects, damage, and completeness upon receipt. Complaints must be submitted to SHP immediately in writing.

5.2 If the customer is a merchant, they must request a written record of the facts from the carrier and, if necessary, consult SHP immediately to appoint an average adjuster to issue a damage certificate.

6. Warranty

For product defects, SHP provides a warranty by means of subsequent performance or replacement delivery within 12 months from acceptance. The customer has no right to rectify defects themselves and claim reimbursement for the associated costs. If SHP's subsequent performance or replacement delivery fails, the customer may assert further statutory warranty rights.

7. Compensation for Damages

SHP compensates for damages to the statutory extent in cases of willful or grossly negligent breach of duty during contract negotiations, the fulfillment of the contractually owed service, or in violation of contractual safety, care, or ancillary duties.
If SHP's breach of duty specifically endangers the achievement of the contract's purpose or the life and limb of the customer, SHP is liable for insurable damages caused by slight negligence, limited to the foreseeable amount based on the normal course of events. Damages for operational downtime, machine failure, and lost profits are not compensated for in cases of slight negligence. Contractual penalties that the customer must pay to third parties are not compensated.
SHP is liable to the aforementioned extent for the actions of its legal representatives or vicarious agents. This liability provision is final. No further claims for damages can be made against SHP, including tort liability. However, claims under the Product Liability Act of December 15, 1989, remain unaffected.

8. Prices

8.1 Prices are "Ex Works" according to Incoterms 2010. VAT will be charged in the applicable amount in addition.

8.2 Prices do not include taxes, fees, contributions, or other levies, nor incidental costs such as packaging, insurance, freight, cartage, installation, assembly, commissioning, etc.

9. Payments

9.1 Payments are due immediately without any deduction upon receipt of the invoice. Any deduction of discounts or rebates requires a prior written agreement.

9.2 Payments are made by transfer free of charge to SHP’s payment office. The acceptance of checks or bills of exchange is only for the sake of fulfillment. The acceptance of bills of exchange requires prior written consent and is not considered a deferral unless expressly confirmed otherwise.

10. Retention of Title

10.1 SHP retains ownership of the delivered products until the customer has fully paid SHP's claims from the previously concluded contracts. This includes check and bill claims as well as claims from current accounts. If a bill-related liability of SHP arises in connection with the payment, this retention of title does not expire until SHP is no longer liable on the bill.

10.2 Before fully settling the aforementioned claims from SHP, the customer may continue to use the delivered products in the ordinary course of business unless an assignment prohibition with third parties has been agreed upon or is agreed upon for the claims assigned to SHP in advance under clause 10.3. Pledges or transfers by way of security require SHP’s prior written consent if its rights are affected.

10.3 To further secure SHP’s claims listed in 10.1, the customer already assigns to SHP any claims arising from the resale of unchanged or modified products against their contractual partners or third parties. SHP accepts this assignment. This assignment is made up to the invoice value, including VAT, of the products affected by the respective resale.

10.4 The customer is entitled to collect the claims assigned in advance according to 10.3 in the ordinary course of business. This collection authorization also entitles the customer to collect the claims through banks, provided that prior agreements with the bank ensure that the receipts are not subject to the bank’s pledge and that the customer can always meet their payment obligation to SHP. If the customer defaults on their payments to SHP, this collection authorization expires. Upon the expiration of this authorization, SHP is entitled to disclose the assignments and request all necessary information and documents from the customer to enforce them.

10.5 As long as the delivered products remain the property of SHP (10.1), any processing or transformation, resulting in the creation of a new movable object, is carried out on behalf of SHP without obligating SHP in any way. As a result, SHP acquires joint ownership of the new object. The extent of this co-ownership is determined by the value of the reserved goods and the items contributed by the customer or third parties at the time of the contribution. The customer's right of expectancy to acquire ownership of the reserved goods continues with regard to SHP’s co-ownership share. The customer is authorized to dispose of SHP's co-ownership share according to the above provisions.

10.6 If the realizable value of SHP's existing securities based solely on this retention of title provision, or together with other securities, exceeds SHP's secured claims by more than 10%, SHP is obligated to release securities of its choice to the extent requested by the customer.

11. Lien Rights

11.1 The customer and SHP agree that SHP has a lien on the customer's property, which comes into SHP's possession in connection with the execution of the contract, for existing or future claims that SHP may have against the customer based on the same legal relationship. This also applies to the customer’s right of expectancy to acquire ownership.

11.2 The customer and SHP further agree that SHP has a lien on the customer’s claims against SHP from the contracts concluded to date and those to be concluded in the future for SHP’s claims against the customer arising from these contracts.

11.3 The notice of sale with a deadline may be sent to the last known address of the customer if a new address cannot be determined by the residents' registration office. SHP may dispose of the pledged object by private sale and charge the customer for the costs of the disposal.

11.4 If the realizable value of SHP’s existing securities based solely on this lien provision, or together with other securities, exceeds the secured claims by more than 10%, SHP is obligated to release securities of its choice to the extent requested by the customer.

12. Set-Off – Retention

12.1 The customer can only set off undisputed or legally established claims.

12.2 The customer’s rights of retention under Section 273 of the German Civil Code (BGB) and Sections 369 et seq. of the German Commercial Code (HGB) are only valid to the extent that the claim underlying the right arises from the same legal relationship as SHP's claim. This restriction does not apply if the customer's counterclaims are undisputed or legally established. The customer is not entitled to a right of satisfaction under Section 371 of the HGB.

13. Jurisdiction

13.1 If the customer is a merchant or has no general jurisdiction in Germany, Magdeburg is agreed as the place of jurisdiction, including for check and bill of exchange disputes.

13.2 SHP is, however, entitled to seek legal protection in any other court that is competent under the law of the Federal Republic of Germany or the country in which the customer is located.

14. Miscellaneous

14.1 The place of performance for customer payments is SHP's registered office.

14.2 If one or more provisions of these terms and conditions are or become wholly or partially invalid, this shall not affect the validity of the remaining provisions.

14.3 The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, and German conflict-of-law rules. A reference to another legal system is irrelevant.

Board of Directors: Michael Sporys, Burkhard Heinicke
Supervisory Board: Dipl.-Kfm. Axel Schaare (Chairman), Dr. Carola Dey, Dr. Paul-Frank Weise
District Court of Stendal HRB 115211 – VAT ID No. DE 247 317 342