Note: These General Terms and Conditions are drawn up in the original in German. Translations are provided for information purposes only — the German version alone is legally binding.
Preliminary remark: These General Terms and Conditions (GTC) apply exclusively to contracts between SBS Refractory Service GmbH (hereinafter "SBS") and entrepreneurs within the meaning of § 14 BGB (German Civil Code) (hereinafter "Customer"). Their application to consumers (§ 13 BGB) is excluded. Deviating, conflicting or supplementary general purchasing conditions of the Customer shall not become part of the contract unless SBS expressly agrees to their application in writing.
§ 1 Scope of application and conclusion of contract
- These GTC govern both the sale and delivery of goods and the provision of repair and installation services, in particular installation services for refractory materials, unless otherwise expressly agreed in writing.
- Orders placed by the Customer are deemed to be an offer to SBS to conclude a contract. An order acknowledgement sent by SBS does not constitute acceptance.
- The contract is only concluded upon written order confirmation by SBS or upon delivery / commencement of performance.
- Offers made by SBS to entrepreneurs are in principle non-binding unless they are expressly designated as binding.
§ 2 Delivery and passing of risk
- Deliveries are made ex warehouse to the address in Germany specified by the Customer, unless otherwise agreed.
- If the Customer is an entrepreneur, the risk of accidental loss or accidental deterioration passes to the Customer upon handover to the forwarding agent/carrier; in the case of collection, upon notification of readiness for dispatch.
- Delivery and performance periods are binding only if they have been confirmed in writing; otherwise they are deemed non-binding.
- In cases of force majeure and unforeseeable events for which SBS is not responsible (e.g. industrial action, official interventions, procurement difficulties, delays in delivery by suppliers), binding deadlines shall be extended by a reasonable period.
§ 3 Prices, terms of payment and retention of title
- Unless otherwise stated, all prices are quoted in EUR, plus packaging and shipping and plus statutory VAT.
- Payments are due immediately and without deduction upon receipt of the invoice, unless deviating payment terms have been agreed in writing or stated in the invoice. SBS may require a reasonable advance payment upon placement of the order.
- The delivered goods remain the property of SBS until full payment of all claims to which SBS is entitled (goods subject to retention of title).
- The entrepreneur Customer is entitled to resell the goods subject to retention of title in the ordinary course of business, provided it is ensured that payment is made to SBS and that title passes to the third party only after full payment.
- Any processing/transformation of the goods subject to retention of title by the Customer is carried out in the name and in the interest of SBS. In the event of seizure, confiscation or other dispositions by third parties, the Customer must notify SBS without delay.
- The Customer hereby assigns to SBS by way of security, in full, its claims arising from the resale of the goods subject to retention of title, including all ancillary rights; SBS accepts the assignment. Until revoked and provided there is no default in payment, the Customer is entitled to collect the assigned claims, but may not otherwise dispose of them (in particular by further assignment).
- Upon request, the Customer shall disclose the assignment to the respective purchaser and provide SBS with the documents/information required for the enforcement of its rights. SBS will, at the Customer's request and at its own discretion, release securities to which it is entitled to the extent that their realisable value exceeds the claims to be secured by more than 20%.
§ 4 Offer validity period and price adjustment in the event of late acceptance of orders
- Binding nature of the offer validity period. Every offer prepared by SBS Refractory Service GmbH contains an expressly stated validity period within which the Client may accept the offer. Upon expiry of this period, the binding nature of the offer lapses automatically unless SBS Refractory Service GmbH grants an extension in writing.
- Late acceptance of orders. If the Client's acceptance of the order or its purchase order is received only after expiry of the period stated in the offer, SBS Refractory Service GmbH is not obliged to carry out the order on the terms originally offered. In this case, SBS Refractory Service GmbH reserves the right to reconfirm the offer, taking into account the changed circumstances — in particular planning, material and personnel costs — with a price surcharge of up to 10%.
- Planning-related justification. SBS Refractory Service GmbH plans installation assignments on the basis of forward-looking block scheduling. Priority is given to those orders whose acceptance took place within the offer validity period. Late acceptance may necessitate the replanning or restructuring of existing installation blocks. The resulting additional expense — in particular with regard to personnel scheduling, material availability and time management — justifies the reserved price surcharge.
- Note on securing price and schedule. The Client is expressly advised that timely acceptance within the offer validity period is required in order to secure both the offered price and the planned execution period.
§ 5 Scope of services and installation (refractory materials)
- SBS provides installation services in accordance with the scope of services defined in the offer. Changes/extensions require written agreement.
- The warranty for installation services is limited to professional and proper workmanship. Material properties, durability and functionality of the refractory materials used are not covered by the warranty, unless SBS itself supplied the materials and expressly warranted specific characteristics for them.
- Additional services exist in particular in the case of: changes to the scope of services at the Customer's request, additional material requirements, special transports, difficult local conditions, waiting times for which the Customer is responsible, work outside normal working hours or under difficult conditions (e.g. ongoing industrial operations). Additional services are invoiced at the applicable charge rates.
- Additional services are documented by installation reports/proof-of-performance records. If the Customer does not object in writing within 7 calendar days of receipt, they are deemed accepted.
- If the course of the project so requires (e.g. unforeseen changes or additional customer requests), an on-site visit by the project manager may become necessary; a lump sum of EUR 1,200 net per day will be charged for this.
- Short-notice changes of schedule by the Customer must be notified to SBS in writing (e-mail) or by telephone no later than 3 calendar days before the planned start of installation. If a short-notice change results in a postponement of at least one day, SBS may charge an additional lump sum of up to EUR 2,000 net — in particular for projects with 3 or more personnel over at least 4 consecutive working days, where significant planning/scheduling costs are incurred.
- If additional material requirements not agreed in the contract arise in the course of installation, SBS may charge transport costs of up to EUR 1,000 net, in particular for special transports required at short notice.
- If special charge rates have been agreed with the Client or the hirer of personnel (in the context of temporary agency work), these apply to scheduled assignments (lead time of at least 2 weeks). For short-notice assignments (where the time between the placing of the order and the start of the project is less than 2 weeks), the generally applicable charge rates apply.
§ 6 Warranty / rights in respect of defects (goods & services)
- The statutory rights in respect of defects apply, subject to the following B2B modifications.
- For deliveries of goods to entrepreneurs, the limitation period for claims based on defects is 12 months from delivery. § 377 HGB (German Commercial Code — duty to inspect and give notice of defects) applies. Within the scope of subsequent performance, SBS decides on the type of subsequent performance. In the case of replacement delivery, removal and installation costs are not covered, unless mandatory law provides otherwise.
- For installation services, the limitation period for claims based on defects is 12 months from acceptance. The warranty is limited to professional and proper workmanship (cf. § 5(2)).
- If the Customer, without the consent of SBS, improperly carries out repair/installation work itself or has it carried out by third parties, SBS's liability for such work lapses. The same applies if, at the Customer's request, parts in need of replacement are not replaced.
§ 7 Liability
- Claims for damages by the Customer are excluded. This does not apply to liability under mandatory statutory provisions (e.g. the ProdHaftG, the German Product Liability Act), in cases of intent / gross negligence, for injury to life, body or health, or for breach of material contractual obligations (cardinal obligations).
- In the event of a slightly negligent breach of material contractual obligations, liability is limited to the foreseeable damage typical of the contract.
- To the extent permitted by law, indirect damage / consequential damage (in particular loss of production, loss of use or loss of profit) is excluded.
- The foregoing provisions do not apply to work carried out by SBS within the scope of the Customer's existing claims based on defects.
- If the Client makes use of subsequent rectification pursuant to the BGB (German Civil Code), a sufficient period of time must be granted.
- Consequential damage or rectification by other service providers cannot exceed the original order value.
§ 8 Costs, cost estimates and invoicing
- If the expected price is not stated at the time the contract is concluded, the Customer may set cost limits.
- Binding cost estimates are prepared only upon express request and are binding only if they are issued in writing and designated as binding.
- For the services required to prepare a cost estimate, SBS may demand remuneration to the extent that the repair is not carried out or the services cannot be utilised.
- If it becomes apparent during the repair that the expected costs significantly exceed those estimated on a non-binding basis and are economically disproportionate to the current value of the item, SBS will inform the Customer without delay. The same applies to defects discovered only in the course of the work that were not originally part of the order.
- If a repair is discontinued for reasons for which SBS is not responsible, the item will be restored to its original condition only at the express request of the Customer and against reimbursement of the costs incurred thereby.
- In the invoice, parts/materials/special services as well as labour, travel and transport costs are each shown separately. Where the work is carried out on the basis of a binding cost estimate, a reference thereto is sufficient; deviations in the scope of services must be stated separately.
§ 9 Acceptance of repair and installation services
- The Customer is obliged to accept the work as soon as completion has been notified to it; acceptance may not be refused on account of insignificant defects.
- If the Customer is in default of acceptance, acceptance is deemed to have taken place 5 working days after notification of completion. If the Customer puts the installation into use without acceptance, acceptance is deemed to have taken place no later than 6 working days after the start of use. Apparent defects must be raised by the aforementioned points in time.
§ 10 Customer's duties to cooperate
- The Customer must ensure appropriate working conditions and safety at the place of repair/installation.
- The Customer shall, at its own expense, provide the necessary power supply including connections, make materials/operating supplies available and carry out all actions required for testing.
- If the Customer fails to fulfil its duties to cooperate, SBS is entitled, but not obliged, to carry out the relevant actions in its place and at its expense.
§ 11 Execution periods for repair and installation
- Information on repair/installation periods is based on estimates and is non-binding unless expressly confirmed in writing as binding.
- In cases of unforeseeable operational hindrances (e.g. work stoppages, procurement difficulties, delays in delivery by suppliers), official interventions, force majeure or industrial action, binding deadlines shall also be extended by a reasonable period.
§ 12 Extended lien
- In respect of its claims under the relevant contract for work, SBS is entitled to a lien on the repair/installation object that has come into its possession on the basis of the contract.
- The lien may also be asserted in respect of claims arising from earlier work, deliveries of spare parts and other services, insofar as they are connected with the object of the order. For other claims arising from the business relationship, the lien applies only insofar as such claims are undisputed or have been established by final and binding judgment.
§ 13 Termination
- If the Customer terminates the contract, it must pay for the work performed and costs incurred up to that point, including expenses for spare parts ordered and already procured.
§ 14 Data protection
- SBS processes the Customer's personal data for the purpose of performing the contract in compliance with the applicable data protection provisions. Further information (categories, purposes, legal bases, storage periods, data subject rights) can be found in the privacy policy available at sbs-rs.de/datenschutz .
§ 15 Final provisions
- Amendments/supplements to these GTC must be made in writing. This also applies to the waiver of this written form requirement.
- Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The statutory provision shall apply in place of the invalid provision.
- If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is the registered office of SBS. German law applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
Supplementary special conditions
GTC for installation services for refractory materials
For the installation of refractory materials, the following special conditions apply in addition to the foregoing General Terms and Conditions. In the event of conflict, these special installation conditions take precedence over the general provisions to the extent of the installation service.
§ 1 Scope of application
These General Terms and Conditions apply to all contracts for the installation of refractory materials between the Contractor and the Client, unless otherwise expressly agreed in writing. The provisions of the BGB (German Civil Code) apply in addition. Any purchasing conditions of the Client do not apply.
§ 2 Scope of services and warranty
- The Contractor carries out the installation of refractory materials in accordance with the scope of services defined in the offer.
- A warranty of twelve (12) months from acceptance is provided for the installation service itself. The warranty is limited exclusively to the professional and proper execution of the installation.
- Any claims relating to the materials supplied are excluded. The Contractor accepts no responsibility for the material properties, durability or functionality of the refractory materials used.
- Consequential and indirect damage as well as any follow-up expenses are excluded under this warranty. Any liability is governed exclusively by the statutory provisions applicable to the installation service.
§ 3 Additional services and additional expense
- Services that go beyond the contractually agreed scope are deemed additional services and are invoiced separately at the Contractor's applicable charge rates.
- Additional services may exist in particular in the case of: changes to or extensions of the scope of services at the Client's request,
- additional material requirements or special transports,
- difficult local conditions,
- waiting times for which the Contractor is not responsible,
- services outside normal working hours or under difficult conditions (e.g. industrial plant in ongoing operation).
- Additional services are documented by installation reports or proof-of-performance records. If no written objection is made within 7 calendar days, they are deemed accepted.
§ 4 Special transports in the event of additional material requirements
Should additional material requirements arise in the course of the installation that exceed the contractually agreed level, the Contractor reserves the right to invoice additional transport costs of up to EUR 1,000 net. This applies in particular to special transports required at short notice. By placing the order, the Client accepts this provision.
§ 5 Project manager visits in the event of unscheduled additional expense
If an on-site visit by the project manager is required due to unforeseen changes to the scope of installation or additional customer requests, a lump sum of EUR 1,200 net per day will be charged. This provision applies in particular in the event of a significant deviation from the originally agreed installation volume.
§ 6 Short-notice changes of schedule by the Client
- Changes of schedule by the Client must be communicated in writing by e-mail or by telephone no later than three (3) calendar days before the planned start of installation.
- If such a change is communicated at short notice and requires a postponement of the start of installation by at least one day, the Contractor may charge an additional lump sum of up to EUR 2,000 net for this.
- This provision applies in particular to projects with a workforce of three or more persons over at least four consecutive working days, where the postponement gives rise to significant planning and scheduling costs.
§ 7 Client's duties to cooperate
The Client must create all conditions necessary for the proper execution of the installation. These include in particular:
- timely access to the site,
- provision of the necessary infrastructure (e.g. electricity, water, storage areas),
- availability of official permits, safety clearances, etc.
Delays or additional expense attributable to a lack of cooperation will be invoiced on the basis of actual expenditure at the applicable charge rates.
§ 8 Final provisions
- Amendments and supplements to these GTC must be made in writing.
- Should individual provisions of these GTC be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions.
- The place of jurisdiction is the registered office of the Contractor, provided the Client is a merchant.
As of: 01.08.2026 · SBS Refractory Service GmbH, Hermann-Oberth-Str. 31, 85640 Putzbrunn, Germany
