General Terms & Conditions

The following General Terms and Conditions apply to all contracts for deliveries, services and offers concluded between the customer — who is exclusively an entrepreneur — and Stobo Vertriebs GmbH (hereinafter referred to as “Stobo”).

The General Terms and Conditions are agreed with the customer when the first order is placed. They also apply in their respective current version to all future orders without the need for a separate, express reference to their validity.

Conflicting terms and conditions of the customer whose validity is not expressly confirmed by Stobo in writing are not accepted by Stobo.

The following General Terms and Conditions shall also apply if Stobo unconditionally executes the customer’s order in the knowledge of conflicting or deviating terms and conditions of the customer.

1. Offers from Stobo, whether oral or written, are always non-binding. Orders only become legally binding for Stobo once we have confirmed them within a reasonable period or executed them as agreed with the consent of our business partner, whereby tacit consent of the other party is sufficient.
2. The written order confirmation from Stobo is decisive for the type and scope of the deliveries or services.
3. With regard to the performance specified in brochures, illustrations, drawings and other descriptions — in particular regarding dimensions, colours, designs and shapes and other deviations that do not restrict the use for the contractual purpose — Stobo reserves the right to make customary commercial deviations from which the business partner cannot derive any claims.
4. Illustrations, drawings, dimensions and weight specifications and other technical data or information merely identify the subject matter of the contract and do not constitute a warranty of properties.

1. Unless otherwise specified in the order, prices stated by Stobo apply ex works, plus statutory VAT and excluding packaging costs, insurance and other shipping and transport expenses.
2. Stobo is not bound by previous prices in the context of follow-up orders.
3. If significant changes occur in the price basis after conclusion of the contract (e.g. labour, material or transport costs), Stobo reserves the right to adjust the prices accordingly. Unless otherwise specified in the order confirmation, our prices apply ex works. This does not apply within a period of four weeks after conclusion of the contract or where a binding fixed-price agreement has been made in writing in an individual case.

Where the customer orders products in special design which, for production reasons, require the manufacturer to produce a reasonable over- or under-delivery in order to fulfil the customer’s order in the specified quantity and quality, the customer is obliged to accept the manufactured products provided that the quantity does not exceed the limit for over- and under-deliveries of up to 15 %. In this case, Stobo is entitled to adjust the consideration accordingly.

1. Payment of the purchase price shall be made exclusively, without deduction, to Stobo. Discounts, rebates and early-payment discounts are only granted by written agreement. Advance payments do not bear interest.
2. The customer is in default of payment following a reminder from Stobo. A reminder is not required if a time for performance has been determined by the calendar or if performance is to be preceded by an event and a reasonable period for performance is determined in such a way that it can be calculated from the event by the calendar.
3. The customer is also in default of payment without a reminder no later than 30 days after the due date and receipt of an invoice or equivalent payment schedule. Where receipt of the invoice or payment schedule is uncertain, the customer is in default no later than 30 days after the due date and receipt of the consideration.
4. From the time of default, statutory interest of 9 percentage points above the prevailing ECB base rate shall be charged. In addition, a reminder fee of EUR 40.00 shall be claimed against the customer. Stobo reserves the right to assert further default damages.
5. Stobo is entitled to apply customer payments first to older debts — first to costs, interest, and lastly to the principal claim. Any deviating allocation by the customer is invalid.
6. The customer may only offset against claims of Stobo or assert a right of retention if the customer’s claim has been established as legally binding, is undisputed or has been acknowledged by Stobo in writing.

1. Delivery dates or periods specified by Stobo are non-binding unless otherwise agreed between the parties in writing.
2. The commencement of the delivery period specified by Stobo presupposes the timely and proper fulfilment of the customer’s obligations. The defence of non-performance of the contract is reserved.
3. For the duration of the customer’s review of samples, the delivery period is suspended — from the day of dispatch to the customer until the day on which the customer’s feedback arrives.
4. If the customer requests changes to the order after order confirmation that affect the manufacturing time, a new delivery period commences upon confirmation of the change.
5. If the customer is in default of acceptance or culpably breaches other duties to cooperate, Stobo is entitled to demand compensation for any damage incurred, including any additional expenses. Further claims are reserved. Where the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the time at which they fall into default of acceptance or debtor’s default.
6. Stobo is entitled to make partial deliveries and partial performance at any time, provided that this is reasonable for the customer.
7. In the case of call-off orders without agreement on a term, production sizes and delivery dates, Stobo may demand binding determination at the latest three months after order confirmation. If the customer does not comply with this request in writing within three weeks, Stobo is entitled to set a two-week grace period and, upon its expiry, to withdraw from the contract and/or claim damages.

Delivery is effected at Stobo’s option ex works or ex warehouse for the account of the customer. With the dispatch of the goods to the customer — at the latest upon leaving the works/warehouse — the risk of accidental loss or accidental deterioration of the goods passes to the customer. This applies irrespective of whether dispatch takes place from the place of performance or who bears the freight costs.

1. If a date has been designated as binding by Stobo, the following applies: in the case of delivery delays not caused by intent or gross negligence, Stobo is liable for each completed week of delay within the scope of lump-sum compensation for default in the amount of 0.5 %, but not more than 5 % of the portion of the delivery that has not been made in accordance with the contract. Stobo reserves the right to prove a lower, and the customer the right to prove a higher, damage.
2. The customer is only entitled to withdraw from the contract in the event of impossibility of performance or default — without prejudice to the right of withdrawal under § 10 (Warranty) of these General Terms and Conditions — if a breach of duty for which Stobo is responsible exists.
3. In the event of default, withdrawal or compensation in lieu of performance additionally require that the business partner has previously set Stobo a reasonable grace period in writing of at least four weeks and has expressly stated that they will withdraw from the contract and/or claim damages if the deadline is not met. After this period has expired, the business partner is obliged, upon Stobo’s request, to declare whether they still insist on delivery, claim damages or withdraw from the contract. If the business partner does not make such a declaration within a reasonable period set by Stobo, they are no longer entitled to refuse delivery and may not assert the aforementioned rights.
4. The customer cannot withdraw from the contract before the performance becomes due or in the case of only an insignificant breach of duty by Stobo. The customer’s right of withdrawal is furthermore excluded if the customer is solely or predominantly responsible for the circumstances which would justify withdrawal. Furthermore, the customer is not entitled to withdraw if circumstances for which Stobo is not responsible occur during the customer’s default of acceptance.

1. Stobo retains title to the delivered item until full payment of all claims arising from the delivery contract and from all preceding deliveries and services. This also applies to all future deliveries, even if Stobo does not always expressly refer to this. Stobo is entitled to take back the purchased item if the customer acts in breach of contract.
2. For as long as title has not yet passed to the customer, the customer is obliged to treat the purchased item with care. In particular, they are obliged to insure it at their own expense sufficiently at replacement value against theft, fire and water damage. As long as title has not yet passed, the customer must notify Stobo in writing without delay if the delivered item is seized or subjected to other interventions by third parties. Where the third party is unable to reimburse Stobo for the judicial and extrajudicial costs of an action under § 771 ZPO, the customer is liable for the loss incurred by Stobo.
3. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to Stobo the claims arising from the resale of the reserved goods to the amount of the value of the reserved goods, with all ancillary rights. This assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorised to collect the claim even after the assignment. Stobo’s authority to collect the claim itself remains unaffected. However, Stobo will not collect the claim as long as the customer meets their payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
4. Processing or transformation of the purchased item by the customer is always carried out in the name and on behalf of Stobo. In this case, the customer’s expectant right to the transformed item continues. If the purchased item is processed with other items not belonging to Stobo, Stobo acquires co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is deemed agreed that the customer transfers proportionate co-ownership to Stobo and holds the resulting sole ownership or co-ownership in trust for us. To secure Stobo’s claims against the customer, the customer also assigns to us such claims as accrue to them against third parties through the connection of the reserved goods with land; Stobo accepts this assignment.
5. Stobo undertakes to release the securities to which it is entitled at the customer’s request to the extent that their value exceeds the secured claims by more than 20 %.

1. Warranty rights of the customer presuppose that the customer has duly fulfilled their inspection and notification obligations owed under § 377 HGB (German Commercial Code). In particular, the customer is obliged to check preliminary and intermediate proofs submitted for correction. The customer’s obligation to inspect the delivered goods also exists where samples have been sent. The risk of any defects passes to the customer with the declaration of readiness for production, unless these are defects that only arose or could only be detected in the production process following the declaration of readiness for production. The same applies to all release declarations by the customer for further production.
2. Claims for defects lapse 12 months after delivery of the goods supplied by Stobo to the customer.
3. Should the delivered goods, despite all due care, exhibit a defect that already existed at the time of the passing of risk, Stobo will — subject to timely notification of the defect — at its option either remedy the defect or supply replacement goods. Stobo must always be given the opportunity to remedy the defect within a reasonable period. Recourse claims remain unaffected by the above provision without restriction.
4. If supplementary performance fails, the customer may — without prejudice to any claims for damages — withdraw from the contract or reduce the remuneration.
5. Claims for defects do not exist in the case of only minor deviation from the agreed quality, only minor impairment of usability, natural wear and tear or damage arising after the passing of risk as a result of faulty or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground or due to particular external influences not provided for under the contract. If improper repairs or modifications are carried out by the customer or by third parties, no claims for defects exist for these and the resulting consequences.
6. The samples that are submitted to the customer for inspection at Stobo’s request against payment are decisive for the quality and execution of the products. Reference to technical standards serves as a description of performance and is not to be interpreted as a warranty of properties.
7. Customer claims for the expenses required for the purpose of supplementary performance — in particular transport, travel, labour and material costs — are excluded to the extent that the expenses increase because the goods supplied by Stobo have subsequently been moved to a location other than the customer’s branch, unless the move is in accordance with their intended use.

1. Unless otherwise agreed in these provisions, all claims of the business partner for compensation for damages of any kind — including reimbursement of expenses and indirect damages — are excluded, in particular for any breach of duty arising from the contractual obligation and from tort. The exclusion of liability also applies where we have used vicarious or substitute agents.
2. In the aforementioned cases, Stobo is only liable if we, our executive employees or vicarious agents are guilty of gross negligence or intent, and in all cases in which Stobo, our executive employees or vicarious agents have culpably breached material contractual obligations (cardinal obligations) and the purpose of the contract is thereby endangered as a whole.
3. In the event of a breach of cardinal obligations, however, Stobo’s liability is limited in amount to the order value in cases of slight negligence.
4. If, in the case last mentioned, the order value exceptionally does not correspond to the typically foreseeable damage, Stobo’s liability is in any case limited in amount to the typical foreseeable damage.
5. The exclusion of liability does not apply to claims under the Product Liability Act or where a guarantee has been given for the quality or durability of the delivery item and the guarantee was specifically intended to protect the business partner against damage other than to the delivery item itself. The exclusion of liability also does not apply to damages from injury to life, body or health.
6. No liability is accepted for damage to property, pecuniary loss or personal injury of any kind caused by impermissible manipulative interference by third parties with the equipment and accessories.

1. Where Stobo is required to deliver according to drawings, models or samples or using parts provided by the customer, the customer alone is liable for ensuring that copyrights or third-party property rights in the country of destination of the goods are not thereby infringed. Stobo will inform the customer of rights known to it. The customer is obliged to notify Stobo without delay if such infringements are alleged against the customer. The customer shall indemnify Stobo against any liability arising from the infringement of any copyright or other third-party property right and compensate the damage incurred. Otherwise, § 11 of these General Terms and Conditions applies to any possible liability on the part of Stobo.
2. If the customer is prohibited by a third party from manufacturing or delivering by invoking a property right belonging to the third party, Stobo is entitled — without examining the legal situation — to suspend the work until the legal situation has been clarified between the customer and the third party. Should the delay make it unreasonable for Stobo to continue with the order, Stobo is entitled to withdraw.
3. Drawings and samples handed over to Stobo which have not led to an order will be returned on request. Otherwise, Stobo is entitled to destroy them three months after submission of the offer. This obligation applies accordingly to the customer. The party entitled to destroy must inform the contracting partner in writing of its intention to destroy in good time in advance.

If delivery or performance delays occur due to force majeure or due to events that significantly impede or make delivery impossible for Stobo without Stobo being responsible — such as subsequently arising unforeseeable difficulties in obtaining materials, operational disruptions, strike, lockout, staff shortages, lack of means of transport, governmental orders, etc., even if they occur at our suppliers or their sub-suppliers — Stobo is entitled to postpone delivery or performance for the duration of the impediment plus a reasonable start-up period or to withdraw from the contract in whole or in part with regard to the unfulfilled portion. If the impediment lasts longer than three months, the business partner is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the unfulfilled portion and — to the exclusion of further rights — to demand repayment of any down payments made. In the case of partial deliveries, the business partner may only withdraw from the entire contract if partial performance of the contract is of no interest to them.

Pursuant to § 15(1) sentence 1 of the German Packaging Act (VerpackG), Stobo is obliged to take back the packaging dispatched by it, or packaging of the same type, shape and size as that placed on the market by Stobo. The place of return is Stobo’s registered office, and the customer is responsible for transport and the associated costs.

1. This contract and the entire legal relationship between the parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of performance and exclusive place of jurisdiction for all disputes arising from the contract is Stobo’s registered office, unless otherwise specified in the order confirmation.
3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
4. Should individual provisions of this contract be or become invalid or contain a gap, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills the gap.