Общие условия сделок (AGB)

1.1 These General Terms and Conditions of Sale and Delivery (“GTC”) apply to business relationships with customers (“Buyers” and each a “Buyer”), in particular to all offers, sales, deliveries, and services provided by SCT International GmbH (“SCT”). They apply only to business entities (§ 14 German Civil Code („BGB“)), legal entities under public law, and special funds under public law; transaction with consumers are excluded.

1.2 These GTC also apply to all future transactions of the same nature without the need for further notice.

1.3 These GTC apply exclusively. Any terms and conditions of the Buyer that conflict with or deviate from these GTC shall not become part of the contract, even if SCT does not expressly object to them or makes deliveries without reservation while being aware of them. Any terms and conditions of the Buyer that conflict with or deviate from these GTC shall apply only if SCT has expressly agreed to their validity in writing.

1.4 Individual agreements in specific cases (in particular contracts and order confirmations) take precedence over these GTC.

2.1 Offers made by SCT are subject to change and non-binding unless they are expressly designated as binding. SCT reserves the right to prior sale.

2.2 The contract is agreed upon SCT’s order confirmation in text form (§ 126b BGB, e.g., email or PDF) or upon completion of the delivery. SCT’s order confirmation is decisive for the content of the contract.

2.3 Amendments and additions to the contract must be made in text form. There are no verbal side agreements.

3.1 The prices stated in the order confirmation apply. Prices are quoted in accordance with the delivery terms agreed upon for each transaction pursuant to ICC Incoterms 2020 (e.g., CIF, CFR, FOB, DAP), including standard commercial packaging, plus applicable sales tax, as well as—to the extent such costs are to be borne by the Buyer under the agreed-upon Incoterm—customs duties, taxes, levies, and fees.

3.2 If no delivery terms have been agreed upon, delivery shall be made FCA the agreed-upon destination as specified in the order confirmation, in accordance with ICC Incoterms 2020.

3.3 If, between entering into the contract and the agreed delivery date, the freight, energy, or procurement costs relevant to the delivery change by more than 10%, or the exchange rate at the time of entering into the contract changes by more than 5%, the parties shall negotiate in good faith regarding an appropriate adjustment to the price. If no agreement is reached within 14 calendar days of receipt of the request for adjustment, either party is entitled to withdraw from the contract with respect to the affected quantities that have not yet been delivered; no claims for damages shall arise in this regard. The rights of the parties under § 313 BGB (disruption of the basis of the transaction) remain unaffected.

4.1 Invoices are due for payment in the invoice currency (EUR or USD, as agreed in each contract) without any deductions, in accordance with the payment terms specified in the order confirmation. Unless otherwise agreed, the purchase price is due immediately upon receipt of the invoice. Any cash discount (Skonto) requires a separate agreement in text form.

4.2 Payment must be made exclusively to the bank account specified on the invoice. SCT will communicate any changes to the bank account information only through the same channel used to send the invoice and, upon request, through the known contact persons; if different account details are provided via email, the Buyer is obligated to verify them with SCT by telephone before making payment.

4.3 If payment by documentary letter of credit has been agreed upon, the Buyer must, no later than twenty-one (21) calendar days before the agreed delivery date, open an irrevocable letter of credit from an internationally recognized bank that complies with the terms of the order confirmation, is subject to the ICC’s UCP 600, and has a validity period of at least thirty (30) calendar days after the agreed delivery date. The Buyer shall bear the costs and fees of the issuing bank; each party shall bear the costs of the advising/confirming bank in its own country. SCT is not obligated to delivery until the letter of credit has been opened in accordance with the contract and SCT has received a corresponding confirmation from the issuing or advising bank. Agreed delivery periods shall commence no earlier than upon receipt of this confirmation.

4.4 If advance or partial payments have been agreed upon, SCT is not obligated to carry out the relevant delivery or shipment until the respective (advance) payment has been received in full. Agreed delivery and shipment deadlines begin at the earliest upon receipt of payment.

4.5 In the event of late payment, the statutory provisions apply; the default interest rate is nine percentage points above the base rate (§ 288(2) BGB); the flat fee under § 288(5) BGB (40 EUR) and the right to claim further damages resulting from default remain unaffected.

4.6 The Buyer may set off only undisputed or legally established claims and may exercise rights of retention only with respect to undisputed or legally established claims. Furthermore, the Buyer is entitled to rights of retention only to the extent that they are based on the same contractual relationship.

4.7 If, after entering into the contract, it becomes apparent that SCT’s claim for payment is at risk due to the Buyer’s inability to pay (e.g., delayed payments from other transactions, a petition to open insolvency proceedings, a significant deterioration in creditworthiness, or a reduction in credit insurance coverage), SCT is entitled to make any outstanding deliveries only against advance payment or the provision of security and to withdraw from the contract after the fruitless expiration of a reasonable period (§ 321 BGB).

5.1 Delivery and shipping times specified by SCT are approximate (circa) unless a fixed deadline or date has been expressly agreed upon in text form. For sea freight, compliance is determined by the shipment date as stated in the bill of lading; for other modes of transport, it is determined by the handover to the carrier.

5.2 SCT primarily delivers directly from the manufacturer’s plant on a drop-ship basis. Compliance with the delivery deadline is subject to correct and timely supply by a matching supply contract, provided that SCT has entered into a corresponding covering transaction and is not responsible for the failure to deliver; the Buyer will be notified without undue delay of any foreseeable delay.

5.3 Partial deliveries and partial shipments are permitted, provided they are reasonable for the Buyer; they may be invoiced separately.

5.4 Delays caused by shipping lines, ports, railways, or other circumstances in the transport chain beyond SCT’s control (including, but not limited to, schedule changes, roll-overs (rolled cargo), and port congestion) shall extend the delivery period accordingly; Section 12 (Force Majeure) remains unaffected.

5.5 If the Buyer fails to accept the goods in accordance with the contract, or if transport or acceptance is delayed for reasons attributable to the Buyer, the risk shall pass to the Buyer upon notification that the goods are ready for shipment or acceptance; any additional costs incurred (in particular demurrage, detention, lay-up charges, and storage costs) shall be borne by the Buyer.

6.1 The transfer of risk is governed by the delivery terms agreed upon for each transaction (ICC Incoterms 2020).

6.2 To the extent that the risk passes upon handover to the first carrier, this also applies to partial deliveries and to transportation organized by SCT.

7.1 Quantity deviations of up to ±10% per transaction and per item are permissible and shall be deemed fulfillment in accordance with the contract; the quantity actually delivered shall be invoiced.

7.2 The specifications agreed upon for each contract (including grade, basis weight, size, roll width/diameter, and packaging) apply to quality and design. Tolerances customary in the trade or provided for in the relevant standards (in particular ISO) or the manufacturer’s factory standards—including those for basis weight, thickness, moisture content, format/width dimensions, and color deviations—do not constitute a defect.

7.3 Information contained in brochures, data sheets, and samples is binding only if it has been expressly agreed upon as a specification. SCT is liable for a specific suitability for use only if expressly confirmed in text form.

8.1 Claims for defects are contingent upon the Buyer having fulfilled its statutory obligations to inspect and give notice of defects (§ 377 German Commercial Code (“HGB”)). In particular, the Buyer must inspect the goods immediately upon delivery to the destination (§ 377 HGB). Obvious defects, short shipments, and damage incurred during transport must be reported to SCT in text form without undue delay, but no later than seven (7) calendar days after delivery; hidden defects must be reported in text form without undue delay upon discovery, but no later than seven (7) calendar days after discovery.

8.2 The notice of defects must include the contract/invoice number, the quantity affected, the nature of the defect, and conclusive evidence (in particular, photos, weighing notes, tally/surveyor reports). In addition, damage caused during transport must be documented with the carrier in the proper form and within the prescribed time limit (by noting an exception on the delivery receipt).

8.3 Goods subject to a complaint must be stored unaltered, separately, and properly, and must be made available for inspection by SCT or by experts designated by SCT. Any processing or treatment of goods subject to a complaint beyond what is necessary for inspection shall be deemed approval of the affected quantity.

8.4 In the event of a breach of the obligation to inspect and give notice of defects, the goods shall be deemed accepted with respect to the defect in question.

9.1 In the case of justified defects that have been reported in the proper form and within the prescribed time limit, SCT shall, at its discretion, provide subsequent performance by means of a replacement delivery or by remedying the defect. If the subsequent performance fails, the Buyer may, in accordance with the law, reduce the purchase price or rescind the relevant transaction.

9.2 Claims for defects are subject to a limitation period of twelve months from delivery. This does not apply in the cases specified in § 438(1)(2), § 445b, and § 634a(1)(2) BGB, as well as in cases of willful misconduct, fraud, and the cases specified in Section 10.4.

9.3 The Buyer’s recourse claims under §§ 445a, 445b of the German Civil Code (BGB) exist only to the extent that the Buyer has not entered into any agreements with its customer that go beyond the statutory liability for defects.

10.1 SCT shall be liable—regardless of the legal basis—without limitation under the principle of fault-based liability for willful misconduct and gross negligence, as well as in accordance with the Product Liability Act.

10.2 In cases of simple negligence, SCT is liable only for the breach of material contractual obligations (obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the Buyer may reasonably rely). In such cases, SCT’s liability is limited to compensation for damages typical of the contract and foreseeable at the time the contract was entered into. Otherwise, SCT’s liability is excluded.

10.3 The amount of damage typical for this type of contract and foreseeable at the time the contract was concluded corresponds to the net order value of the respective delivery in question.

10.4 The foregoing limitations do not apply to damages resulting from injury to life, limb, or health, or in the event that a guarantee is granted.

11.1 SCT reserves title to all delivered goods until all claims arising from the business relationship have been paid in full (extended retention of title).

11.2 The Buyer is entitled to resell goods subject to retention of title in the ordinary course of business; the Buyer hereby assigns to SCT, by way of security, all resulting claims against third parties in the amount of the final invoice amount (including sales tax); SCT accepts the assignment. The Buyer remains authorized to collect such claims as long as the Buyer fulfills its payment obligations.

11.3 The Buyer must immediately notify SCT of any impending third-party claims against the goods subject to retention of title (in particular, attachments). The Buyer must insure the goods subject to retention of title at its own expense against the usual risks (in particular, fire, water damage, and theft) at replacement value.

11.4 If the realizable value of the collateral exceeds the secured claims by more than 10%, SCT shall, at the Buyer’s request, release collateral of its own choosing.

11.5 If the law applicable at the location of the goods or the Buyer does not recognize the extended retention of title pursuant to Section 11.1, or recognizes it only to a limited extent (in particular in Central Asia/Ukraine), the Buyer is obligated, upon SCT’s request, to cooperate immediately and at its own expense in the creation, registration, and maintenance of functionally equivalent security interests in accordance with the applicable local law (in particular, liens, transfers of title by way of security, or registered retention of title) and to provide SCT with the necessary information, documents, and declarations for this purpose. If the Buyer fails to comply with this obligation to cooperate within a reasonable period of time, or if a functionally equivalent security interest cannot be effectively established, SCT is entitled to make the relevant delivery only against advance payment or another form of security determined by SCT at its sole discretion.

12.1 Events of force majeure as well as other circumstances unforeseeable at the time of contract conclusion and for which SCT is not responsible — in particular war, terrorism, civil unrest, natural disasters, epidemics/pandemics, strikes and lockouts, governmental measures, export, import, or transit bans and restrictions, sanctions, shortages of energy or raw materials, operational disruptions at the manufacturer’s plant, and the failure or significant disruption of transportation routes and means (including, but not limited to, port closures and congestion, and shortages of shipping space, containers, or railcars) — shall release SCT from its obligation to perform for the duration of the disruption and to the extent of its effects. Delivery and shipment deadlines shall be extended accordingly, plus a reasonable grace period.

12.2 SCT shall notify the Buyer without undue delay of the occurrence and expected duration of the disruption.

12.3 If the disruption lasts longer than 3 (three) months, either party is entitled to withdraw from the contract with respect to the affected, as-yet-unfulfilled delivery quantities; no claims for damages shall arise in this regard. Partial performance already rendered remains unaffected.

13.1 SCT’s performance of the contract is subject to the condition that it is not precluded by any provisions of national, EU, or applicable foreign trade, customs, export control, or sanctions law of any relevant foreign jurisdiction. Required authorizations are a prerequisite for the effectiveness or due date of the relevant delivery obligation.

13.2 The Buyer warrants that neither the Buyer, its beneficial owners, nor the recipients designated by the Buyer are listed on any relevant sanctions lists (in particular those of the EU, the UN, the United Kingdom, or the United States), and that the goods will not be delivered, either directly or indirectly, to countries or persons against whom such delivery is prohibited under applicable sanctions law.

13.3 The Buyer shall provide SCT, upon first request, with all information and documents required for export, transit, and import purposes (in particular, end-use declarations). If the Buyer breaches the obligations under this Section 13 or if any representations prove to be incorrect, SCT shall be entitled to suspend the affected deliveries and, after setting a deadline that has expired without result, to withdraw from the contract; further statutory rights remain unaffected.

14.1 The law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

14.2 Disputes arising out of or in connection with this contract with a value in dispute exceeding EUR 1,000,000 shall be finally settled in accordance with the Rules of Arbitration of the German Institution of Arbitration (DIS) by a sole arbitrator appointed in accordance with those Rules. The seat of the arbitration proceedings shall be Hamburg, and the language of the proceedings shall be English. The arbitration proceedings and the arbitral award shall be treated as confidential, unless required to be disclosed by law. For disputes with a value in dispute of up to EUR 1,000,000, the ordinary courts shall have jurisdiction. The parties agree that the place of jurisdiction shall be Hamburg. SCT is also entitled to sue the Buyer at the Buyer’s general place of jurisdiction.

14.3 The place of performance for payments is Hamburg.

15.1 These GTC are available in German and English. In the event of discrepancies or contradictions between the German and English versions, the German version shall prevail. Other language versions provided on the website are for informational purposes only and are non-binding.

15.2 Legally binding declarations and notices under these Terms and Conditions must be made in text form, unless the written form (§ 126 BGB) is required by law.

15.3 SCT processes the personal data of the Buyer’s contact persons for the purpose of contract performance; details are set forth in the Privacy Policy at www.sct.international.

15.4 Should any provision of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.