General standard terms and conditions
General Conditions of Sale and Delivery of Schill GmbH & Co. KG
These General Terms and Conditions of Sale and Delivery apply to all contracts regarding deliveries and services with contractors, legal entities under public law and public law special funds (hereinafter the "Purchaser").
Our Terms and Conditions apply exclusively. Deviating conditions or additional conditions of the Purchaser that adversely affect us will not become part of the contract even if we do not object to these separately.
2. Contract conclusion
2.1. Our offers are non-binding. Offers of the Purchaser are accepted once we have confirmed them in written or electronic form, e.g. by means of an order confirmation or advance payment invoice, or have executed the delivery or service.
2.2. The following applies for purchases in our online shop: A binding order is created by sending the completed online order form. The customer receives an email confirming the order immediately. This confirmation of receipt does not constitute acceptance of the offer.
3. Products, prices
3.1. All prices are in EUR exclusive of the value-added tax applicable at the time of delivery including original packaging and are ex works. Prices for equipment include costs for normal packaging. If the Purchaser requests a particular packaging type, he/she shall bear the additional costs. Any incurred taxes, customs duties, fees, import and export charges will be borne by the Purchaser. The Purchaser will bear all transport costs and the transport risk from the time the goods leave the factory warehouse. Transport insurance will be taken out on all goods delivered by us for the benefit of the Purchaser. For order values less than €25, we charge an additional small order processing fee of €5.
3.2. We reserve the right to make any customary technical changes, especially improvements, before the time of delivery where this only results in minor changes to the condition and the Purchaser is not unreasonably affected.
3.3. Information on the condition or durability of goods or services does not constitute a guarantee (undertaking) as defined in Section 276 (1) of the German Civil Code or a guarantee as defined in Section 443 of the German Civil Code where we have not expressly agreed to this in writing.
3.4. The prices for copper wiring specified by us are based on the copper price of €150/100 kg. Added to this are 1% procurements costs and statutory value-added tax. The DEL quotation from the day following order receipt will be decisive for the calculation of the copper surcharge.
3.5. Partial deliveries and corresponding invoices are permitted where these are not unreasonable for the Purchaser.
4. Payment, default
4.1. In the event of default, we will charge statutory default interest.
4.2. The customer may only offset our claims against undisputed or legally established counterclaims.
4.3. The following also applies to purchases made in our online shop: The final price is paid by direct debit referencing the relevant details. The customer shall ensure the accuracy of the bank details provided.
5. Claims for defects
5.1. Obligation to inspect and report defects. The rights of the Purchaser arising from material defects will be subject to proper inspection and timely complaint (Section 377 of the German Commercial Code).
5.2. For the purchase of used goods, the rights of the Purchaser arising from material defects are excluded. This does not apply to compensation claims and claims arising from an undertaking (guarantee, Section 276 (1) of the German Civil Code) or guarantee (Section 443 of the German Civil Code) entered into by us or where we have fraudulently concealed the defect (Section 444 of the German Civil Code).
5.3. Subsequent performance. We are entitled to remedy the defect by means of repair or delivery of a defect-free item (subsequent performance), at our discretion. Our obligation to bear any costs necessary for the subsequent performance, particularly transport, road tolls, labour and material costs, is excluded in every instance where the expenses increase because the purchased goods have been taken to a location other than the domicile or the commercial branch of the recipient after delivery, except where the transfer is consistent with the intended use of the goods. Pursuant to Section 439 (3) (1) of the German Civil Code, the right of the Purchaser to claim the expenses necessary for the removal of the defective goods and the installation or mounting of the repaired or delivered defect-free goods is limited to 150% of the purchase price of the goods in a defect-free condition or 200% of the value reduced on the basis of defects. The right of the Purchaser to compensation for damages and compensation for expenses in the event of recourse (Section 478 (2) of the German Civil Code) remains unaffected by the provisions of this clause.
5.4. Limitation period for claims arising from defects, unless excluded by these conditions:
5.4.1. The statutory limitation period applies to claims for compensation due to defects, claims arising from unlawful acts and claims for defects in the event of fraudulent concealment.
5.4.2. All other claims of the Purchaser arising from material defects, particularly for subsequent performance, compensation for expenses in the event of self-performance, withdrawal, loss and compensation for futile expenditure, will become time-barred after one year.
The same applies to claims arising due to defects of title with the following exception: Claims arising due to a defect consisting of a third-party right in rem that justifies requesting the return of the purchased goods, will become time-barred after 5 years.
6.1. Liability will be limited on the following grounds: We assume no liability for ordinary negligence on the part of our bodies, legal representatives, employees or other vicarious agents. This limitation of liability does not apply to
- damages caused by injury to life, limb or health due to negligent breach of obligation or worse,
- other damage caused by grossly negligent breach of obligations, or worse, or by the negligent breach of material contractual obligations or worse (where the fulfilment of which is essential for the proper performance of the contract and on whose fulfilment the contracting partner can ordinarily rely),
- damages that fall within the scope of an undertaking (guarantee, Section 276 (1) of the German Civil Code) or a guarantee (Section 443 of the German Civil Code) granted by us,
- claims arising from the Product Liability Act.
6.2. Limitation of liability in terms of amount: Our liability for ordinary negligence or grossly negligent conduct on the part of our vicarious agents who are not legal representatives or executive employees (ordinary vicarious agents) is limited to the damage typically expected at the time of the contract conclusion, with the exception of the circumstances outlined in the first and last line of sub-clause 1 in the above.
6.3. This clause also applies to claims for compensation of the Purchaser arising from contractual obligations which arise on the basis of the contract negotiations, the initiation of a contract or similar business relationships. If we and the Purchaser enter into a contract, the Purchaser shall waive all claims that go beyond the liability set out in this clause.
6.4. Where the liability set out in M is excluded or limited, this will also apply to the personal liability of our employees, representatives and vicarious agents.
6.5. The Purchaser shall hold us free and harmless from all claims of his/her vicarious agents or other third parties acting on his/her behalf which go beyond the liability set out in M, including claims arising from pre-contractual obligations and business relationships.
7.Retention of title
The delivered goods will remain our property until all our receivables from the customer arising from all contracts concluded with him/her have been paid in full. Contrary to Section 449 (2) of the German Civil Code, we are entitled to reclaim the items without withdrawing from the purchase contract where the Purchaser defaults on payment of the purchase price in full or in part. These goods may not be pledged to third parties or used as collateral prior to full payment of our receivables by the customer. In the event of attachments or other third-party interventions, the Purchaser must immediately notify us in writing so that we can take legal action pursuant to Section 771 of the German Code of Civil Procedure. Where the third party is unable to compensate us for the judicial and extra-judicial costs of legal action pursuant to Section 771 of the German Code of Civil Procedure, the Purchaser will be liable for the loss that we incur.
The Purchaser is entitled to process or resell the delivered item in the ordinary course of business. Where goods subject to retention of title are processed by the Purchaser, said processing will take place for us as the manufacturer and we will immediately acquire ownership or, where the processing is carried out with materials from several owners, or the value of the processed goods is higher than the value of the goods subject to retention of title, co-ownership of the new goods in the ratio of the value of the goods subject to retention of tile to the value of the newly created goods. Where we do not acquire such ownership from the seller, the Purchaser hereby already assigns to us future ownership or co-ownership in the ratio described above. If the delivered item is combined with other goods to create a single item, or is inseparably mixed, and one of the other items is to be regarded as the main item, we will assign the Purchaser proportionate co-ownership of the single item in the ratio specified in sentence 1, where the main item belongs to us. In the event of resale, however, the Purchaser hereby already assigns to us all receivables in the amount of the final invoice sum, including value-added tax, that he/she accrues from his/her customer or third party as the result of the resale. The Purchaser remains entitled to collect this receivable after the assignment, provided that he/she has put in place the required conditions for forwarding the collected amounts to us, and where the conditions of the provision on the endangerment of claims (Section 321 of the German Civil Code) do not apply. Our authority to collect the receivable ourselves remains hereby unaffected. At our request, the Purchaser shall disclose the assignment and hand over the documents and information required for the assertion of the claim to us.
We undertake to release securities to which we are entitled at the request of the Purchaser where the value of our securities exceeds the claims to be secured by more than 20%. We are entitled to choose the securities to be released.
8. Suspension of the limitation period in the case of negotiations
The limitation period for claims of the Purchaser will only be suspended in the event of negotiations where we have entered into negotiations in writing. The suspension will end 3 months after our last written statement.
9. Final provisions
If any of the above provisions is invalid, this will not affect the validity of the remaining provisions.
The contractual language is German.
The place of fulfilment for contracts with traders for both parties will be our company's registered office.
This agreement is governed exclusively by the law of the Federal Republic of Germany. Application of the UN Convention on Contracts for the International Sale of Goods is excluded.
The exclusive place of jurisdiction for all disputes arising from the contractual relationship will be our company's registered office. We are entitled to bring legal action against the Purchaser at a different statutory place of jurisdiction however.