Terms & Conditions

General Terms and Conditions (GTC)
DESKA-IMEX Dr. Schmitz GmbH & Co. KG
Neidenburger Str. 8, 28207 Bremen, Germany, Effective: 01.09.2025

1. Scope

These General Terms and Conditions apply exclusively to all national and international business relationships of DESKA-IMEX Dr. Schmitz GmbH & Co. KG (hereinafter “DESKA”) with entrepreneurs within the meaning of § 14 BGB (hereinafter “CUSTOMER”). Conflicting terms and conditions of the CUSTOMER will only be recognized if they have been expressly confirmed in writing by DESKA. Amendments to these GTC must be made in text form.

2. Subject Matter of the Contract

The subject matter of the contract is the sale and delivery of machines, components, machine spare parts, and services. Details are governed by offers, order confirmations, invoices, or contracts, respectively.

3. Offers and Conclusion of Contract

Offers made by DESKA are non-binding and without obligation, unless expressly stated otherwise. A contract is only concluded upon written confirmation by DESKA. A mere acknowledgement of receipt of the order does not constitute acceptance of the contract. The contract is deemed accepted at the latest when DESKA confirms the price and delivery date in writing to the CUSTOMER. This may be in the form of an official order confirmation or an Order Overview (status list) marked as “confirmed” and containing a delivery date.
The price confirmed by DESKA shall generally be understood as the price on an EXW / FCA basis. The delivery date confirmed by DESKA shall generally be understood as the date of provision of the goods at the place of departure (usually Bremen).

4. Withdrawal by the Customer

A withdrawal or return of goods already ordered by the CUSTOMER is only possible with the express written consent of DESKA. In the event of consent by DESKA, the CUSTOMER is obliged to pay DESKA 25% of the sales value of the goods or the actual costs incurred (cancellation costs and costs of goods movement and re-storage), whichever is higher.

5. Refusal of Acceptance by the Customer

If the CUSTOMER refuses to accept the goods in whole or in part, or if the contract fails for reasons attributable to the CUSTOMER, DESKA is entitled to charge 100% of the sales value of the goods plus all freight and packaging costs.

6. Delivery Terms and Transfer of Risk

Unless otherwise agreed, deliveries shall be made FCA Bremen (Incoterms® 2020). The risk of accidental loss or deterioration of the goods passes to the CUSTOMER under FCA as soon as DESKA has made the goods available for collection at the agreed location. This expressly also applies if DESKA organizes the shipment at the CUSTOMER’s request and expense. DESKA does not waive statutory rights of lien with regard to disbursed customs duties and import VAT. Partial deliveries and partial services are permitted, insofar as reasonable, and will be invoiced separately.

7. Import Documents and Customs Formalities

DESKA endeavors to provide any documents requested by the CUSTOMER (e.g. invoice with preference certificate (EUR.1), certificates of origin, supplier’s declarations, letter of conformity, or letter of quality). A contractual obligation to provide the documents exists only with an express written commitment. If documents cannot be issued for reasons beyond DESKA’s control (e.g. short-term change in the origin of goods by suppliers), DESKA shall not be liable for resulting damages, in particular customs duties, penalties, or other consequential costs. All costs for the preparation of the aforementioned documents shall generally be borne by the CUSTOMER.

8. Export Control and Compliance

The CUSTOMER is responsible for compliance with all customs and import regulations. Any documents required for this purpose must be provided to DESKA by the CUSTOMER in writing upon acceptance of the offer. Failures shall be borne by the CUSTOMER. The CUSTOMER undertakes that the purchased goods are used exclusively for civilian purposes and are not used directly or indirectly for prohibited purposes (e.g. ABC weapons, mines, human rights violations). The CUSTOMER guarantees compliance with standards against forced labor, child labor, and corruption, as well as compliance with all relevant laws and trade restrictions of the EU, USA, and the United Kingdom. The CUSTOMER may only pass on the goods to trustworthy third parties who also undertake to comply with these regulations.

9. Force Majeure

DESKA shall not be liable for delays or non-performance due to events of force majeure or other unforeseeable, extraordinary circumstances. Force majeure includes, in particular, natural disasters (e.g. floods, earthquakes, storms), fire, explosions, accidents, epidemics, pandemics, war, civil war, uprisings, acts of sabotage, terrorist acts, political crises, strikes, lockouts, operational disruptions, official measures and orders, trade restrictions, embargoes, delays or failures of upstream suppliers, transport delays, cyberattacks, widespread IT disruptions, shutdown of critical supply chains, as well as all other circumstances beyond DESKA’s control.

Invoking force majeure requires that the events or circumstances occurred after the conclusion of the contract and were not foreseeable at the time of contract conclusion. Circumstances already known or foreseeable at the time of contract conclusion do not entitle the parties to invoke force majeure. This expressly also applies to already existing political or military conflicts.

DESKA shall inform the CUSTOMER without undue delay of the occurrence and expected duration of such events and is entitled to reasonably extend the delivery period or to withdraw from the contract in whole or in part. In this case, no claims for damages may be made by the CUSTOMER.

If, after contract acceptance, fulfillment of the order becomes impossible due to subsequent impossibility (i.e. if the service can no longer be legally or actually provided permanently, e.g. due to export bans, embargoes, political measures, supplier failures, material shortages, etc.), DESKA is obliged to inform the CUSTOMER without undue delay. In this case, DESKA is entitled to withdraw from the contract in whole or in part and shall be released from further claims or damages.

If the CUSTOMER wishes to invoke force majeure, the CUSTOMER must inform DESKA immediately, but no later than 10 working days after the occurrence of the event, in writing. The notice must contain the type, beginning, and expected duration of the event. At DESKA’s request, the CUSTOMER must provide appropriate evidence (e.g. official certificates, government notices, or comparable documents). The CUSTOMER is obliged to take all reasonable measures to mitigate damages and continue performance of the contract. If the notice is late or without the required evidence, the CUSTOMER cannot effectively invoke force majeure.

10. Payment Terms and Late Payment

Payments are due within the agreed deadlines without deduction. The date of credit to DESKA’s account shall be deemed the date of receipt of payment. Payments shall only be deemed made when the amount has been irrevocably credited to DESKA’s account. If the CUSTOMER is in arrears with payments, the supplier may charge default interest from the due date as well as compensation for collection costs. In the event of default, default interest shall be charged at 9 percentage points above the base interest rate (§ 288 para. 2 BGB). All bank charges shall be borne by the CUSTOMER.

The CUSTOMER is only entitled to set-off, retention, or reduction if the counterclaims are undisputed or have been finally adjudicated and arise from the same contractual relationship.

If the CUSTOMER fails to meet payment obligations or ceases payments, DESKA is entitled to immediately withdraw from the delivery contract without special prior notice. In these cases, all claims of DESKA against the CUSTOMER shall become immediately due in one lump sum without special demand. The same applies if DESKA becomes aware of other circumstances that cast doubt on the CUSTOMER’s creditworthiness. If DESKA maintains the contract, it is entitled to demand advance payment.

11. Assignment of Claims and Factoring

In the event of payment default (> 30 days), DESKA may assign claims for collection to third parties (debt collection agencies). All costs thereby incurred shall be borne by the CUSTOMER. DESKA is also entitled to assign claims (including silent assignments) to factoring service providers. The CUSTOMER expressly agrees to such assignment and undertakes to make payments directly to the factor.

12. Retention of Title

All delivered goods remain the property of DESKA until full payment has been made. This expressly includes the processing clause, current account and balance clause, and advance assignment clause. The CUSTOMER may resell goods, but already assigns all resulting claims up to the amount of the invoice value to DESKA. Pledging or transfer of ownership by way of security of the goods subject to retention of title is not permitted. Third-party access to the goods subject to retention of title must be reported to DESKA by the CUSTOMER without delay.

13. Warranty and Notification of Defects

The warranty period is 12 months from the date of delivery. In any case, however, limited to the minimum legally permissible period. For wear parts (seals, filters, etc.), the shorter period of either 12 months or the usual service life shall apply.
Obvious defects must be reported in writing within 14 days of delivery. Hidden defects must be reported in writing immediately upon discovery, but no later than 12 months after delivery. The CUSTOMER bears the burden of proof that a defect already existed at the time of the transfer of risk.

Failure to follow operating and maintenance instructions, improper installation or handling, as well as the use of unauthorized accessories or spare parts, shall exclude warranty.

DESKA provides warranty, at its own discretion, by repair or replacement. If subsequent performance fails, the CUSTOMER may choose to reduce the price or withdraw from the contract. Further claims are excluded to the extent legally permissible.

14. Liability and Limitation of Liability

DESKA shall be liable exclusively for intentional or grossly negligent breaches of duty. Any further liability is excluded, in particular for consequential damages, indirect damages, production downtime, lost profits, reputational damage, or other damages of any kind.
In the event of slightly negligent breaches of essential contractual obligations, DESKA shall only be liable for the typical, foreseeable damage; otherwise, liability for slight negligence is excluded. The liability for damages resulting from injury to life, body, or health is neither excluded nor limited, insofar as such liability is mandatorily prescribed by law. The total liability of DESKA is limited to the net value of the goods of the delivery concerned.
If DESKA uses external service providers/partners to perform contractual obligations, DESKA shall not be liable for consequential damages resulting from their activities.

15. Set-off and Retention

DESKA is entitled to suspend new deliveries in the event of the CUSTOMER’s payment default and to refuse acceptance of new orders. Furthermore, DESKA is entitled to offset claims against each other.

16. Specifications and Customer Responsibility

The verification of specifications for correctness and completeness lies solely with the CUSTOMER. DESKA is not liable for incorrect orders or incorrect specifications on the part of the CUSTOMER or end customer.
The specification offered by DESKA is binding. The goods supplied by DESKA are new and unused unless otherwise specified. However, delivery does not necessarily take place in the manufacturer’s original packaging. The CUSTOMER expressly accepts that the packaging of the goods may be modified or replaced by DESKA.

Unless expressly agreed in writing, DESKA does not guarantee that the goods have been sourced directly from the original manufacturer. However, the delivered goods always comply with the specified technical specifications and the stated condition (e.g. new, refurbished, etc.).

The provision of batch or serial numbers shall only be made if this has been explicitly agreed in writing. Likewise, any transfer or granting of manufacturer’s warranties shall only take place upon express written agreement.

17. Data Protection

DESKA is entitled to process data about the CUSTOMER and the business relationship with the CUSTOMER, whether this data originates from the CUSTOMER itself or from third-party service providers, in accordance with the GDPR. For the purpose of credit assessment and credit monitoring, DESKA exchanges data with other credit and service companies such as Schufa, Coface, etc.
DESKA only discloses necessary information to third parties (e.g. credit check, compliance check, debt collection). This notice replaces the notification pursuant to the Federal Data Protection Act that personal data about the CUSTOMER is stored and further processed by means of electronic data processing.
DESKA reserves the right to allow other companies to use the CUSTOMER’s data in a permissible manner for sending information material and also reserves the right to use this data for its own advertising purposes. If the CUSTOMER does not agree, the CUSTOMER may object by sending a short informal email to info[@]DESKA-imex[dot]com.

18. Severability Clause

Should individual provisions be invalid, the remaining provisions shall remain unaffected. Invalid clauses shall be replaced by legally permissible provisions that come closest to the original purpose.

19. Language, Governing Law, and Jurisdiction

German law shall apply exclusively as mandatorily agreed. Other national laws, as well as the United Nations Convention on Contracts for the International Sale of Goods (CISG) in its current version, are excluded. Exclusive place of jurisdiction is Bremen, Germany, insofar as legally permissible. DESKA is also entitled to sue at the CUSTOMER’s place of business.