1.1. These General Terms and Conditions of Sale (GTCS) apply to all contracts concluded between us,
SECUREMEN GmbH
Wecostrasse 3
D-53783 Eitorf
Tel.: +49 2243 917412 8
Fax +49 2243 91741 20
E-Mail: info@securemen.com
Registered at Siegburg District Court - HRB 14729
as the supplier and our customers (hereinafter referred to as the "Buyer"), provided the Buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law in accordance with Section 310 (1) BGB. These General Terms and Conditions of Sale do not apply in relationships with consumers as defined in Section 13 BGB. Individual agreements and provisions in order confirmations shall take precedence over these General Terms and Conditions of Sale.
1.2 These GTCS shall apply exclusively. Conflicting or deviating general terms and conditions of the Buyer shall only become part of the contract if we have expressly agreed to their validity in writing. For the purposes of these GTCS, "written form" includes text form (e.g. email). This requirement of consent shall also apply if the Buyer refers to its general terms and conditions in the course of the ordering process and we do not explicitly object.
1.3 These GTCS apply to contracts for the sale and/or delivery of movable goods ("goods"), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, these GTCS shall also apply in the version valid at the time of the Buyer´s order as a framework agreement for future similar contracts, without the need for us to refer to them again in each individual case.
1.5 Legally relevant declarations, such as notices of defects, must be submitted in writing.
1.6 Any references to the applicability of statutory provisions are for clarification purposes only. Statutory provisions shall apply even without such clarification, unless they are modified or excluded by these GTCS.
2.1 Our offers are subject to change and non-binding, even if we have provided the Buyer with product descriptions or other documentation (e.g., technical documentation). We reserve ownership and copyright rights to all documents provided in connection with an order. These documents may not be made accessible to third parties without our express written consent. Likewise, product images and texts contained in catalogues, product descriptions, or on our website may only be used with our express written permission.
2.2 Orders placed by the Buyer shall be considered a binding offer to conclude a contract with us, which the Buyer shall remain bound to for one month from receipt. A contract becomes binding when we confirm acceptance of the offer in writing (order confirmation) or dispatch the ordered goods within the stated period.
2.3 Minor changes in construction or design remain reserved if the goods are only insignificantly altered and the change is reasonable for the Buyer.
3.1 Unless otherwise agreed in writing, our current prices at the time of contract conclusion apply ex warehouse, plus statutory VAT, packaging, and transport insurance costs. For international deliveries, any customs duties are also borne by the Buyer. If no specific price agreement has been made, our valid price list at the time of delivery shall apply.
3.4 Unless otherwise agreed, the purchase price is due without deduction within 14 days of invoice issuance and delivery or acceptance of goods. Discounts require a written agreement. We may, even during an ongoing business relationship, require prepayment for all or part of an order. We will notify the Buyer of this at the latest with the order confirmation.
3.5 The Buyer enters into default after the payment deadline under clause 3.4. During the default period, the purchase price shall bear interest at the statutory default interest rate of 9 percentage points above the base interest rate (§ 288(2) BGB). We reserve the right to claim further damages caused by delay. The Buyer may only offset or withhold payments if their claim is legally established or acknowledged by us. In case of defects in delivery, the Buyer’s rights remain unaffected. Retention rights may only be exercised by the Buyer if they arise from the same contractual relationship.
3.6 If after conclusion of the contract, it becomes evident that our claim to payment is at risk due to the Buyer’s inability to pay, we may withhold performance under statutory provisions. If we are obligated to produce a custom item, we may withdraw from the contract without further notice, as permitted by law.
5.1 Delivery dates provided by us are approximate unless explicitly agreed otherwise in writing. A fixed-date transaction ("Fixgeschäft") requires express written confirmation.
5.2 If we are unable to meet binding delivery dates for reasons beyond our control—such as force majeure, pandemics, operational disruptions (especially fire, water, or machinery damage), or supply chain issues—we will inform the Buyer without delay and provide a revised delivery date. If the revised delivery is demonstrably of no interest to the Buyer, both parties may withdraw from the contract without mutual claims for damages. If the revised date cannot be met due to the same external reasons, we may withdraw from the contract in whole or in part, and any payments already received from the Buyer shall be refunded.
5.3 We are also entitled to withdraw from the contract without liability if we ourselves, despite prior purchase agreements, do not receive the delivery item through no fault of our own. In such cases, we will inform the Buyer of the non-availability and promptly exercise our right of withdrawal, if applicable. The Buyer is also entitled to withdraw from the contract in such cases. We will promptly refund any advance payments.
5.4 All other aspects of delivery delay are governed by statutory provisions. A formal written reminder by the Buyer is required in all cases to establish delivery delay.
6.1 Delivery is ex warehouse, which is also the place of performance for the delivery and for any supplementary performance. The risk of accidental loss or deterioration passes to the Buyer upon handover. In case of shipment, the risk transfers upon delivery to the carrier or freight forwarder. Handover is deemed to have taken place if the Buyer is in default of acceptance.
6.2 We are entitled to make partial deliveries if they are reasonable for the Buyer.
6.3 The Buyer may not refuse acceptance due to minor defects.
6.4 If the Buyer delays acceptance or if the delivery is delayed due to reasons within the Buyer’s control, we may claim compensation for resulting damages, including additional expenses (e.g. storage costs). We may charge lump-sum compensation of 0.5% of the net order value per calendar day of delay, up to a maximum of 15% of the net order value. The Buyer may prove that we suffered no or less damage. We reserve the right to claim higher actual damages, subject to offsetting the lump sum.
7.1 We retain ownership of the delivered goods until full payment of all present and future claims arising from the purchase agreement and any ongoing business relationship.
7.2 Until full payment, the Buyer may not pledge or transfer the goods as collateral. The Buyer must notify us immediately in writing of any insolvency applications or third-party access to the goods (e.g., seizures). If the third party cannot reimburse us for the costs of legal action (§ 771 ZPO), the Buyer is liable for our loss.
7.3 If the Buyer fails to pay the due purchase price, we may withdraw from the contract and reclaim the goods based on our retention of title after setting a reasonable deadline.
7.4 The Buyer is entitled, until revoked, to resell the goods in the ordinary course of business. In doing so, the Buyer already assigns to us any claims arising from the resale, including all ancillary rights. The Buyer may collect these claims unless we revoke this right due to payment default.
7.5 If the realizable value of the securities exceeds our secured claims by more than 10%, we will release securities of our choice at the Buyer’s request.
8.1 The Buyer´s rights for material and legal defects (including incorrect or short delivery, improper installation, or defective instructions) are governed by law, unless otherwise stated. Statutory consumer protection laws and separately granted warranties remain unaffected.
8.2 The Buyer must comply with their legal obligations to inspect and report defects (§§ 377, 381 HGB). Notice must be given in writing without undue delay. Obvious defects must be reported within 3 working days of delivery; hidden defects within the same period after discovery. Failure to inspect or report defects correctly excludes any liability on our part.
8.3 If the delivered item is defective, we may choose to remedy it by repair or replacement. We may refuse supplementary performance under statutory provisions. We may also make supplementary performance conditional upon payment of the due purchase price, though the Buyer may retain a reasonable portion of the price proportional to the defect. The Buyer must send defective goods to us for inspection.
8.4 Unless otherwise agreed in writing, supplementary performance does not include removal of the defective item or installation of a new one.
8.5 If an initial sample inspection was agreed, defects identifiable in such inspection may not later be claimed.
8.6 Reimbursement claims under § 445a(1) BGB are excluded unless the final contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB).
8.7 Claims for defects expire one year after delivery, deviating from § 438(1) No. 3 BGB. This also applies to contractual and non-contractual damage claims based on defects, unless regular statutory limitation (§§ 195, 199 BGB) results in a shorter period. Damage claims under clause 9.1 and 9.2.a) and those under the Product Liability Act remain subject to statutory limitation periods.
9.1 Unless otherwise stated in these GTCS, we are liable under statutory provisions for breach of contractual and non-contractual obligations.
9.2 We are liable for damages only in cases of intent or gross negligence. In cases of simple negligence, we are only liable:
a) for injury to life, body, or health;
b) for breach of essential contractual obligations, in which case liability is limited to typical, foreseeable damages.
9.3 The limitations under clause 9.2 also apply to third parties and to liability for agents. They do not apply in cases of fraudulent concealment of a defect, a quality guarantee, or claims under the Product Liability Act.
9.4 We accept no liability for damages resulting from improper use or disregard of product instructions or technical data.
10.1 We process personal data in compliance with data protection regulations. Details of how we process data provided by the Buyer are set out in our privacy policy at https://www.securemen.com/privacy. If the Buyer provides third-party data (e.g. employee details), the Buyer is responsible for informing those individuals as required under GDPR. We are not obligated to inform those individuals.
10.2 We retain intellectual property rights to all materials, designs, specifications, and know-how provided to the Buyer. The Buyer agrees to treat such information confidentially and may not disclose or publish it without our written consent. After the end of the contractual relationship, we may request the return or destruction/deletion of any such documents or information.
11.1 These GTCS and the contractual relationship between us as supplier and the Buyer shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
11.2 If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the competent court at our registered office. However, we are also entitled to bring action at the Buyer’s general place of jurisdiction.
11.3 Unless otherwise specified in the contract, our registered office is the place of performance for all obligations arising from the contractual relationship, including the Buyer’s payment obligations.
11.4 Should any provision of these General Terms and Conditions of Sale be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, the parties shall agree on a valid provision that comes closest in legal and economic terms to the intended purpose of the invalid provision. The same shall apply in the event of an unintended contractual gap.