Terms & Conditions

General terms and conditions of S I R A L Rolladen- und Sicherheitssysteme GmbH

As at July 2024

The following conditions apply to trade transactions between ourselves, S I R A L Rolladen- und Sicherheitssysteme GmbH (hereinafter referred to as SIRAL), and our customers, which are entrepreneurs as defined in §14 of the German Civil Code (BGB).

General information

All products made by SIRAL are developed for professional use. The products are designed to be processed by specialist companies and industry, which are familiar with the recognised rules of technology and regulations and adhere to the relevant guidelines issued by the guilds and trade associations and have knowledge of the applicable DIN and EU standards.
Any further processing of our products is based on this and allows deviation from the installation situations proposed by the original SIRAL documents. The customer is responsible for observing the applicable regulations.

§1 Scope of the conditions

Our terms of delivery and payment apply exclusively, even if they have not been expressly agreed again. Our conditions are deemed to be accepted at the latest on receipt of the goods or service. Opposing confirmations by the customer, with reference to its own terms and conditions, are hereby wholly rejected.
We do not recognise terms and conditions that conflict with or differ from ours unless we have explicitly accepted their validity in writing. Our conditions continue to apply even if we make deliveries to the customer without objecting to customer's conditions of which we are aware and that conflict with or differ from our conditions.
All agreements that are made between us and the customer for the purpose of executing this contract are recorded in this contract in writing.
Our conditions only apply to entrepreneurs as defined in §14 German Civil Code (BGB); they also apply to any future transactions with the customer.

§2 Quotations, prices and delivery or performance times

Our quotation is free unless otherwise indicated in the confirmation of order. Statements of acceptance and all orders are only legally binding when confirmed by us in writing or by telex. The same applies to extensions, modifications and supplementary agreements; drawings, pictures, dimensions, weight and other performance data are only binding when they are explicitly agreed in writing.
Unless otherwise indicated in the confirmation of order, our prices are ex-works and do not include packaging and insurance; this will be invoiced separately. We retain the right to modify our prices appropriately if, after conclusion of the contract, decreases or increases in costs arise, in particular as a result of pay agreements or changes in the cost of materials. We will justify such changes to the customer on request.
We deliver 6 m goods carriage forward; roller shutter accessories, motors etc. above €500 (value of goods net without value added tax and designated ancillary charges) are delivered carriage paid within Germany and carriage forward abroad.
Quoted prices, unless expressly stated otherwise, are in EURO plus the statutory rate of value added tax applicable on delivery. It is not included in our prices; it is shown separately on the invoice at the rate applying on the day delivery and performance.
The conditions agreed in each case apply to export deliveries. The withholding of discounts requires special written agreement. Unless otherwise indicated on the confirmation of order, the purchase price is due within 30 days of the data invoice net without deductions. Statutory regulations governing the consequences of delayed payment apply.
From the day payment is due, the customer must pay interest on its debt at a rate of 8% above the base rate pursuant to §247 German Civil Code (BGB). In the event of damage caused by delayed payment, SIRAL is expressly reserved the right to assert a further claim.
If, after concluding the contract, SIRAL becomes aware of circumstances regarding the customer’s poor credit rating, SIRAL is entitled to demand immediate payment of all outstanding payments in full, irrespective of agreed payment terms. In addition, SIRAL reserves the right to demand pre-payments or sureties.
The customer is only entitled to make charges against us if his counterclaims are legally established, uncontested or acknowledged by ourselves. He is, furthermore, only authorised to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
Payment is only considered to have been made when the money is available to us; in the case of payment by cheque, this means when the cheque has been cleared.
If more than five months pass between the conclusion of the contract and delivery, then price adjustments are entitled to be made due to unforeseen price increases in primary materials or labour costs. If the customer does not agree to such price adjustments, then both parties are entitled to withdraw from the contract.
Confirmed prices for products from an order are not binding in case of repeat orders of identical or similar products.
Products are only supplied in complete sales and packaging units, as offered in our online catalogue. If part quantities are delivered, a surcharge of € 5.00 per item is charged for part sales units. The minimum order value (net without ancillary costs) per order is € 100; in case of a lower order value, we charge a fee of € 15.
SIRAL is entitled to make reasonable part deliveries and provide part performance without prior notification to the customer.
Framework contracts have a term of one calendar year. Deviating agreements must be set down in writing in the blanket order. This also applies to the quantity and intervals of call-off amounts. A concluded blanket order must be completely delivered to the buyer, after agreement with SIRAL also within a short period beyond the originally agreed term. Incomplete delivery is not possible: the remaining amount can be delivered and invoiced by SIRAL.
Delivery deadlines, whether agreed bindingly or not, must be in writing. The delivery period quoted by us starts when any technical questions have been settled. Fulfilment of our duty to supply further presupposes the punctual and correct satisfaction of the customer's obligations. The right to object to the unfulfilled contract is reserved.
Delivery deadlines and dates in case of agreed EXW terms relate to the moment of transfer to the freight forwarder or third party instructed by the customer.
If the customer's acceptance is delayed, or if he culpably breaches other duties of cooperation, we are entitled to charge for any damages that may have arisen as a consequence, including any additional expenses. The right to make further claims is retained. Inasmuch as circumstances of delayed acceptance or culpable breach of duties of cooperation on the part of the customer are present, the risk of accidental destruction of or accidental deterioration in the object being sold transfers to the customer at the time when the delay in acceptance or in meeting debts begins.
Even in the case of bindingly agreed deadlines and dates, we are not responsible for delays in delivery or performance resulting from force majeure or from events which not only temporarily make it significantly more difficult or impossible for us to make the delivery; this particularly includes strikes, lock-outs, orders made by the authorities, any kind of interruptions to operations, difficulties purchasing material and energy, transport delays, lack of workforce, energy or raw materials, difficulties acquiring prescribed official permits or documents and so forth, including cases in which these events occur at our suppliers or their sub-contractors' sites. They entitle us to postpone the delivery or performance for a period equal to the duration of the hindrance, plus an appropriate start-up time, or to withdraw in part or in whole from the contract as a result of the unfulfilled section.
If the hindrance lasts for longer than three months, the purchaser is entitled, after first setting an appropriate deadline that allows further time, to withdraw from that part of the contract that is not yet satisfied. If the delivery time is extended, or if we are released from our obligations, the purchaser may not derive any claims for damages from this. We may only cite the circumstances named above if we inform the purchaser without delay.

§3 Transfer of risk

Risk transfers to the buyer as soon as the shipment – even in partial deliveries – is handed to the person performing the transport, or when it has left our warehouse for the purposes of shipment. This applies regardless of which party is bearing the shipping costs.
If shipment is delayed in response to the purchaser's wish, the risk transfers to him when readiness for shipment is announced.
SIRAL decides on the choice of shipping method.
In the event of transport damage, this shall be notified to SIRAL immediately in writing with photographic evidence and a certificate of damage shall be obtained from the transport company at the time of acceptance. This shall be sent to SIRAL at once.

§4 Liability for defects

The laws of the Federal Republic of Germany apply exclusively to warranty claims.
By acquiring products from SIRAL, the buyer acknowledges the warranty provisions described in these T&Cs.
SIRAL generally assumes warranty obligations for defects as described below, but not guarantees in the legal sense, however.
The customer's right to claim for defects assumes that he has properly fulfilled the duties in respect of investigation and complaint to which he is obliged in accordance with §377 German Commercial Code (HGB).
The defect must be reported to SIRAL immediately and without delay pursuant to §377 of the German Commercial Code (HGB). Otherwise the goods are deemed to be accepted.
The warranty period is 2 years. It begins when the goods are delivered to the buyer. If the buyer is unable to provide evidence of the exact delivery date, the date that the product was manufactured plus a 1-month grace period applies.
Besides the described notification periods, a prerequisite for a warranty claim is that the product is examined at SIRAL’s premises and that the defect is established by SIRAL in accordance with the statutory warranty. The buyer is thereby obliged to provide all the relevant information about the notification of defects and on-site installation situation, as well as the product subject to the complaint. The notification of defects must be submitted to SIRAL in text form and clearly described.
The burden of proof, specifically at the time the defect is detected, the notification of defects itself and its claim derivation, lies with the buyer.
The warranty excludes improper use, external influence or product handling errors. The exclusion of warranty also applies in case of reasons for which SIRAL is not responsible. In these cases, the buyer is obliged to compensate SIRAL for the costs and effort for checking the product that is subject to the complaint.
If the SIRAL installation instructions or technical descriptions are not observed or in case of structural changes to or interference with the SIRAL product, the warranty and liability for defects lapses. This equally applies if third-party components or constructions, in which the SIRAL product has been fitted, are the cause of the defect.
Only the original SIRAL product descriptions, installation instructions or generally accessible technical documents represent the contractual quality of the products. This also applies to drawings or documents countersigned by SIRAL. Verbal statements, advertising or promotional material do not come under these.
Natural or normal wear and tear, for example on batteries, accumulators and mechanical parts does not constitute a material defect. The statutory warranty remains unaffected by this.
In case of a justified notification of defects in line with the statutory warranty, SIRAL can, at its own discretion, decide on rectification by means of repair or a replacement delivery.
SIRAL also has the option of demonstrating a remedy to the buyer, by which the effects of the defect can be prevented.
In every case of a notification of defects, the buyer must give SIRAL the opportunity to replace or repair the defective object itself on site. If the object complained about subsequently turns out not to be a warranty claim (in acc. with §4 Para. 7), then SIRAL is entitled to invoice the buyer in full for the costs incurred.
If SIRAL is unable to perform a rectification or if this fails, then the buyer is entitled to a price reduction or to withdraw from the purchase contract. Withdrawal is excluded if only minor defects to the product are involved.
In the case of withdrawal due to a defect of title or material defect based on failed rectification, the buyer is not entitled to any further compensation for damages due to the defect. If the buyer chooses compensation for damages instead of withdrawal, the goods shall remain with the buyer. The amount of this compensation for damages is limited to the difference between the purchase price and the value of the defective product.
The constant quality checks made by SIRAL and its quality management system do not release the buyer from its obligation to perform a proper incoming goods inspection.
An extraordinary delivery of a used article to the buyer is made under exclusion of any warranty.
SIRAL is liable in accordance with statutory regulations, if the customer raises claims for damage compensation arising from malicious action or gross negligence, including the malicious acts or gross negligence of our representatives or assistants. Unless we are accused of malicious breach of the contract, our liability to compensate for damages is limited to foreseeable damage occurring in a typical manner.
We are liable in accordance with statutory regulations inasmuch as we culpably breach a contractual obligation; in that case, the liability to compensate for damage is limited to foreseeable damage occurring in a typical manner.

§5 Total liability

Liability for compensation for damage beyond that described in § 4 is precluded, regardless of the legal status of the claim raised. This applies in particular to claims for compensation for damage arising from culpa in contrahendo, other breaches of duty, or claims for compensation for material damage arising as a result of illegal activity in accordance with § 823 German Civil Code (BGB).
The above limitation to liability also applies if the customer, instead of a claim for compensation for damage in place of performance, requires compensation for useless expenditures.
To the extent that our liability to compensate for damage is precluded or limited, this also applies in respect of the personal liability to compensate for damage of our employees, workers, colleagues, representatives and assistants.

§6 Retention of title

Until all claims (including the settlement of all outstanding current account balances) that we have now or in the future for what ever legal ground against the customer have been satisfied, the seller will retain the following securities which he will release on request at his option, provided their value continues to exceed the claims by more than 20 %.

Until complete payment of all the assured claims, the goods remain the property of the seller. Processing or reconstruction is always carried out for the seller as the manufacturer, but without any obligations being created on his part.

If the seller's (joint) ownership lapses through incorporation of the materials, then it is agreed at this stage that the purchaser's (joint) ownership in the unified item is transferred to the seller in proportion to its value (the invoice value).

The purchaser will take care of the seller's (joint) ownership without charge. Goods to which the seller is entitled to (joint) ownership are referred to below as retained goods.

The purchaser is entitled to process the retained goods in the normal course of business, and to dispose of them, as long as he is not in arrears with his payments. Pledging or handling the goods over as security is not permitted. For the sake of security, the purchaser already transfers the full extent of any claims in respect of the retained goods arising from its further sale or from any other legal ground (insurance, unauthorised action) (including all claims for debts from the open account) to the seller.

The seller authorises him until further notice to collect the claims that he has transferred to the seller for our invoice in his own name. This collection authority can only be revoked if the purchaser does not properly fulfil his payment obligations.

If third parties have access to the retained goods, the purchaser will inform them of the seller's ownership and will inform us immediately. The purchaser will be responsible for any costs or damage.
If the purchaser behaves in a way that breaches the contract - in particular if he is in arrears with payment - the seller is entitled to withdraw from the contract and to demand return of the retained goods.
Returning products by the buyer to SIRAL requires prior written consent on behalf of SIRAL. It is not possible to return products that are more than 3 months old. Equally, neither electronic nor electrical products can be taken back. The costs of the return are to be borne by the buyer. The reimbursement of the products is based on the original purchase price less a flat processing fee for the work involved and for checking the state of the product. Used and damaged products or products without their original packaging cannot be taken back.
The cancellation of orders by the customer requires written confirmation from SIRAL. For orders that have already been delivered, the buyer cancelling the orders bears all the shipping costs. Cancelling products specially produced, modified or ordered for the buyer is not possible.

§7 Property rights / copyright

All documents, drawings, design plans or design proposals left to the customer by SIRAL are the intellectual property of SIRAL Rolladen- und Sicherheitssysteme GmbH. The customer may only use them for the purposes agreed with SIRAL. Passing them onto or allowing them to be viewed by third parties is prohibited.
The customer shall immediately advise SIRAL in writing and vice versa if they become aware of an infringement to third party copyrights and their industrial property rights.

§8 Confidentiality

All contractual parties are obliged to treat non-evident commercial and technical details as trade secrets, as long as they are not evident from the mutual business relationship.
Drawings, samples, models, prototypes, templates etc. must not be made accessible to or left with third parties. Reproducing or storing them is only permitted for internal requirements whilst respecting copyrights and data protection.

§9 Data protection

All personal details belonging to the customer and all data collected to handle business relationships are processed and stored in compliance with the currently applicable regulations under data protection law, the General Data Protection Regulation (GDPR) and the Federal Data Protection Act. Under certain circumstances, the data are passed onto third parties to the required extent for fulfilment of the contract (e.g. transport companies, authorities etc.).
Customer data (e.g. email addresses) can be used for purposes of information about operational matters or products for email marketing. The opt-out solution is granted in accordance with GDPR.
SIRAL has appointed an external data protection officer. Viewing by the public is possible at www.siral.de under Privacy.

§10 Assignment

SIRAL is entitled to assign all the rights and obligations arising from this contract to a third party.

§11 Place of jurisdiction / Place of fulfilment

If the customer is a merchant, the place of jurisdiction is our place of business. We are, nevertheless, entitled to take proceedings against the customer in the courts having jurisdiction over his place of residence.

If, after completion of the contract, the customer moves his place of residence or usual whereabouts to a location outside the jurisdiction of the Federal Republic of Germany, then our place of business is the place of jurisdiction. This also applies if the residence or usual whereabouts of the customer is not known at the time when proceedings are issued.

The laws of the Federal Republic of Germany apply; the applicability of UN commercial law is precluded
Our place of business is the place of fulfilment unless otherwise indicated in the confirmation of contract.

§12 Partial ineffectiveness

If one or more of the regulations above is or becomes ineffective, the effectiveness of the remaining conditions is not affected. The ineffective regulation is to be replaced by an effective one that satisfies the economic purpose of the regulation as closely as possible.