FSB Köln 2013
Slagnese Garden & Landscape 2013 , Dänemark
EAS 2012, Berlin
Galabau 2012 Nürnberg
LIW Birmingham 2011 with Russell Play
FSB Köln 2011
Galabau Nürnberg 2010
SALTEX Windsor 2010 with our partners Russell Play
Freispiel Berlin 2010
SALTEX Windsor 2009 with Russell Leisure Limited
Galabau Nürnberg 2008

Spielart GmbH 

managing directors: Manuela Schwabe, Ralf Werner
HRB 502487 commercial register B Jena

tax-ID no DE 259463149,
tax office Gotha/ tax no. 156/118/02479

head office:
Mühlgasse 1, OT Laucha
D-99880 Hörsel/Thüringen

Tel. 0049 (0) 3622 / 401120-0   
Fax: 0049 (0) 3622/ 401120-90 

Email: info(at)

Constructed at:
Lauchaer Strasse 13 c/d OT Mechterstädt
D- 99880 Hörsel/Thüringen

Tel. 0049 (0)3622 401059 0

spielart GmbH General Terms and Conditions of Sale

spielart GmbH, hereinafter to be referred to as the Seller, and the principal, hereinafter to be referred to as the Buyer, hereby agree that the following terms and conditions shall apply:


1.             Validity of the conditions

The services and quotes of the Seller shall exclusively be performed under these terms and conditions of sale. They also apply for all future business relations, even if they are not expressly concluded again. At the latest with the acceptance of the product or services these conditions shall be assumed as accepted. Departures from these terms and conditions of sale are only allowed if the Seller confirms them in writing. No general terms and conditions other than these general terms and conditions of sale of the Buyer shall be part of any contract, even if we are aware of such general terms and conditions, unless their validity is expressly agreed in writing.

2.             Offers

2.1.          Our offers are non-binding, as are the cost estimates which are prepared to the best of our knowledge. Likewise the documents accompanying the offer like pictures, drawings, declared weights and measurements are only binding, in so far as they are explicitly characterised as binding.

2.2.          An assurance of certain qualities must be declared expressly.

2.3.          Drawings, models, designs, projects, among others, provided by us are and remain, unless agreed otherwise, our property.    

                They may be made available to third parties only with the explicit approval of the Seller.

2.4.          The modality agreed with the conclusion of the contract describes the technical state at that time.

3.             Conclusion of Contract

3.1.          Offers given in the hand-out materials are non-obligational and non-binding - also with regard to the prices -.

3.2.          Orders need the written confirmation of the Seller to become legally effective.

3.3.          Amendments and additions to the contract shall only be valid if confirmed by the Seller in writing. This also applies to the undertaking of qualities.

3.4.          The Seller is entitled to carry out amendments which shall have no effect on the performance of delivery, without this affecting the remainder of the contractual contents in any way.

4.             Delivery Period

4.1.          Delivery times or production times shall be agreed mutually by the contracting parties. Compliance by the Seller is contingent on clarification of all commercial and technical issues between the contracting parties and the Buyer’s performance of all obligations incumbent upon it, such as for example the procurement of the necessary official approvals or certificates. Otherwise, the delivery or production periods shall be extended appropriately. This doesn’t apply, if the Seller is responsible for the delay.

4.2.          The compliance with the delivery or production schedules is contingent on correct and timely delivery by our own suppliers. The Seller shall report any delay as soon as possible.

4.3.          The delivery or production times may be deferred appropriately under force majeure and if unforeseen events occur which fall outside the sphere of influence of the Seller, as far as such events considerably influence the performance of delivery. This applies also if the sub-suppliers suffer under the above mentioned conditions.  

4.4.          The Buyer may request the Seller in writing to deliver after expiry of a non-binding delivery time. Upon receipt of such a notification the Seller shall be in default. The deadline extension must be at least 6 weeks, starting from the time of receipt of the notice.

4.5.          If an obliging date of delivery is exceeded, the Seller shall already be assumed behind with the deliveries with the expiry of the date.

4.6.          If the Seller is in default and the Buyer suffers damage (s),he/she is entitled to claim compensation for delayed performance. This amounts to 1% of the value of delivery for each full week of delay, however, no more than 5% of the value of delivery.

4.7.          If the Buyer wants, in addition, to rescind the contract, he must allow the Seller a reasonable deadline for the delivery - taking account of the statutory exceptions -. Other claims from default in delivery are exclusively determined in accordance with Paragraph 9 of these conditions.

5.             Terms and conditions of delivery

5.1.          Transportation costs depend on the extent of work.

5.2.          The shipments are carried out at the risk of the Seller.

5.3.          The shipment is carried out uninsured, at the risk of the Buyer.

5.4.          With the delivery of the product to the shipping agent the risk is transferred to the Buyer.

6.             Payment Conditions

6.1.          Our invoices are due 10 days after the date of invoice.

6.2.          The invoice shall be issued on the date of the delivery, in case of a delay in delivery caused by the Buyer, the date of readiness for dispatch.

6.3.          Agreed advance payments must be made 2 days before the announced date of loading or readiness of delivery at the latest, with proof of payment.

6.4.          In the case of overdue payments the Buyer is liable to pay, also without notice and without prejudice to additional claims, interest at the annual rate of 8 per cent above the respective base lending rate. The right to claim further default damages remains.

6.5.          We are entitled to separately invoice partial deliveries under an overall order and declare them due and payable.

6.6.          The Buyer has the right to ask for compensation only if his counterclaims are legally binding or are accepted as such by the Seller. The Buyer can stop goods in transit only if its counterclaim is based upon the same contractual relationship.

6.7.          An agreed deduction of any discounts will be from the net product value only. Assembly work, transportation costs as well as costs for safety related tests and acceptances may not be discounted.

7.             Retention of title

7.1.          The Seller retains title to the delivered devices until receipt of payment in full of the invoice and all outstanding accessory claims. This applies to all future deliveries as well. We are entitled to withdraw from the contract and reclaim the purchased goods in the event of breach of contract by the Buyer.

7.2.          The Buyer is obliged, during the period of the retention of title, to treat the goods with due care. Specifically, the Buyer must adequately insure the goods, at his/her own cost, against fire, water, theft and other damages at replacement value. Before the period of the retention of title the Buyer is obliged to immediately inform us in writing of any seizure or other intervention of a third party in regard to goods. As far as the third party is not able to refund to us the judicial and extrajudicial costs of a claim according to §771 German Code of Civil Procedure (ZPO), the Buyer shall be liable to pay any outstanding balance due to us.

7.3.          The Buyer is authorised to resell the goods in the context of normal business operations. The Buyer hereby assigns all claims nunc pro tunc in the amount of the gross sums invoiced (including sales tax) to his/her buyers or a third party for the resale, regardless of whether the goods are resold with or without further processing. Even after this assignment, the Buyer remains authorised to collect the claim. We reserve the right to collect the claim ourselves at such time as the Buyer does not properly fulfil its obligation to collect, if the Buyer is in default of payment, or in the event the Buyer is the object of a filing for insolvency / bankruptcy or suspension of payments.

7.4.          Any processing or conversion of the purchased goods by the Buyer will be done in our name and under our instructions. In this case, the inchoate right of the Buyer continues on the devices delivered by us but converted. If processing also involves anything not belonging to us, we acquire co-ownership of the new goods in the proportion of the objective value of the goods delivered by us compared to the other goods processed, as calculated at the time of processing.  The same applies if the goods are mixed. If the mixing takes place in such a way that the Buyer’s goods are designated as the primary goods, it is agreed hereby that the Buyer shall transfer to us a proportionate share of co-ownership and keep for us the sole ownership or co-ownership created as such. As security for our claims against the Buyer, the Buyer shall also assign us the claims against third parties arising from the connection of the goods to a piece of land; we hereby accept this assignment.

7.5.          On the Buyer’s request we undertake to release the securities to which we are entitled as far as the realizable value of our securities exceeds the claims to be secured by more than 20%.

8.             Warranty

8.1.          The Buyer undertakes to disclose immediately any defects discovered.

8.2.          Obvious defects must be reported to us in writing within 14 days after delivery to the Seller.

8.3.          The warranty covers manual processing free from defects, proper and judicious use of materials as well as stable and long-lasting constructions.

8.4.          Under the warranty the Buyer can request basically repair or fixing first only. Instead of repairing the Seller can choose to deliver a replacement part. Claims for damages are limited to the single damaged parts. In this respect our deliveries may involve partial services.

8.5.          The Buyer is entitled to withdraw from the contract within the scope of the legal provisions if the Seller - taking into account exceptional legal cases - fails to take action within a reasonable period of time granted by the Buyer for repair or replacement.

8.6.          Notification of defect does not release the Buyer from the fulfilment of his/her contractual obligations and the agreed terms of payment.

8.7.          The guarantee shall no longer apply if without our written consent the delivery item is used improperly or is altered, its technical original markings are changed or are removed and if regular maintenance and care, as described in the maintenance and service documents, is not followed.

8.8.          The warranty does not apply also if the Buyer has not carried out the installation properly and this installation is the cause for the defect.

8.9.          Vandalized parts (e.g. cut ropes and cables) by third parties or the Buyer do not constitute the basis for warranty claims.

8.10.        Claims arising from defects are subject to a limitation period of 12 months after delivery of the product by us. The statutory time limits also apply to defects in a building, or for goods that, corresponding to their customary utilization, have been used in constructing a building and have caused the defect.

9.             Liability

9.1.          If the Seller has to suffer a damage on account of the legal regulations in accordance with these conditions which is caused under ordinary negligence, the Seller’s liability is limited. The liability exists only by injury of contractual duties and is limited to the typical damages foreseeable at the time of the execution of the contract. This limitation does not apply to personal injury claims.

9.2.          Irrespective of any fault on the part of the Seller, it is without prejudice to liability on the part of the Seller in cases of misrepresentation of a defect by silence, or from assuming a guarantee or a procurement risk and in compliance with the product liability law.

9.3.          Personal liability of the Seller‘s legal representatives, vicarious agents and personnel for damage caused by them by ordinary negligence is excluded.

10.           Other Conditions

10.1.        Place of performance is Hörsel OT Laucha.

10.2.        For all present and future claims resulting from the business relationship the place of legal jurisdiction is the place where the Seller has his/her official seat.

10.3.        If any provision of the contract is or becomes fully or partially invalid, this does not affect the validity of the other provisions. The fully or partially invalid arrangement will be replaced by an arrangement approaching the same economic consequence as the invalid provision as closely as possible. The same applies to any loophole in the contract.




Laucha, 3/1/2010