General Terms and Conditions of Business
General Terms and Conditions of Business
1. Area of Application
1. SCHULZ KABEL shall provide all deliveries and render all services exclusively on the basis of the present terms and conditions of business.
2. We do not acknowledge general terms and conditions of business of the customer which deviate, in whole or in part, from the present terms and conditions of business, unless we have expressly approved them in writing. The present terms and conditions of business shall also apply exclusively if we render our services without reservation in the knowledge of general terms and conditions of the customer that are contrary to our terms and conditions of business.
3. These general terms and conditions of business shall also apply for future transactions between the parties.
2. Quotation and Conclusion of the Contract
1. A declaration of acceptance and all the order forms require our confirmation in writing or by fax in order to become effective. The same shall apply to additions, amendments or subsidiary agreements. In the case of an immediate delivery, the written confirmation may also be replaced by an invoice.
2. Designs, diagrams, measurements, weights and other services should only be regarded as approximate values and do not represent any assurance of properties unless they are expressly identified as binding in writing.
3. The sales employees in the company Schulz Kabel are not authorised to make verbal subsidiary agreements or to give verbal assurances that go beyond the content of the written contract.
4. Should a buyer exceed his credit limit by call, we are released from our delivery obligation. The customer is, however, offered the possibility of acquiring goods for payment in cash if his credit limit is exceeded.
5. If the present general terms and conditions of business are included subsequently, a contract shall be regarded as cancelled unless the conditions of Section 2 No. 2 are met.
1. Unless otherwise indicated, Schulz Kabel shall remain bound by the prices quoted in its offers for 14 days after the date of the quotation. The prices quoted in our order confirmation shall apply. Additional deliveries and services shall be invoiced separately.
2. Quotations by Schulz Kabel are subject to change and non-binding. Price increases as a result of currency fluctuations shall be charged to the customer for goods which have not yet been delivered.
3. Unless agreed otherwise, prices shall be plus packaging, transport, freight insurance, plus the valid VAT on the day of delivery ex Schulz Kabel warehouse or, in the case of direct delivery, from the German border or the German port of entry.
4. For an order value of up to € 50.00, Schulz Kabel charges a minimum order fee of € 10.00.
4. Delivery and Performance Period
1. Dates and delivery deadlines are non-binding, unless expressly agreed otherwise in writing. The specification of specific delivery periods and delivery deadlines by Schulz Kabel is subject to Schulz Kabel being correctly and punctually supplied by suppliers and manufacturers.
2. Delays in delivery and services as a result of force majeure and as a result of other unforeseeable events which make delivery substantially more difficult or impossible for Schulz Kabel and for which Schulz Kabel is not responsible (these include, in particular, war, warlike events, official directives, the refusal to grant export, import or transit permits, national measures for the restriction of commerce, strikes, lockouts and other operational breakdowns of any kind, traffic disturbances, natural events), regardless of whether these events occur for Schulz Kabel, its suppliers or its sub-suppliers, entitle Schulz Kabel to postpone the delivery or service by the duration of the hindrance plus an appropriate starting up period or to withdraw from the contract – to the extent to which it has not yet been fulfilled – entirely or in part.
3. If the hindrance lasts longer than 1 month, the buyer is entitled to withdraw from the contract – to the extent to which it has not been fulfilled – entirely or in part, after setting an appropriate grace period. If the delivery period is extended, applying No. 2, or if Schulz Kabel is released from its obligations, the buyer may not derive any claims for compensation from this. Schulz Kabel may only claim the aforementioned circumstances if the buyer has been informed of this immediately.
4. Schulz Kabel is entitled to make part deliveries and render part services. For delivery contracts, each part delivery and part service shall be regarded as an independent service. The delivery period is extended by the period by which the buyer himself is in default with the fulfilment of his contractual obligations.
5. Default of Acceptance
1. For the duration of the buyer’s default of acceptance, Schulz Kabel is entitled to store the delivery items at the risk and cost of the buyer. Schulz Kabel may also make use of a shipping company or a warehouse keeper for this.
2. Whilst the buyer is in default of acceptance, the buyer must pay to Schulz Kabel a lump sum of 1% of the purchase price per week, €30 maximum per week as compensation for the storage costs that have arisen without additional evidence, unless the buyer provides evidence of smaller damages. If higher storage costs are incurred, Schulz Kabel may demand compensation for these costs from the buyer upon the presentation of evidence.’
3. If the buyer refuses to accept the delivery items after the expiry of a grace period which he has set, makes no response to a written request to purchase the items or declares that he does not wish to purchase the goods, Schulz Kabel may refuse the fulfilment of the contract and may demand compensation for nonfulfillment. Schulz Kabel is entitled to demand from the buyer as compensation either 20% of the agreed gross purchase price as a lump sum – unless the buyer provides evidence of smaller damages – or compensation for the damage that has effectively arisen.
6. Quantity to be Delivered
1. Visible differences in quantity must be reported to Schulz Kabel and the carrier in writing immediately upon receipt of the goods, obscured differences in quantity within 4 days of receipt of the goods. Acceptance of the goods by the forwarding agent or carrier shall be regarded as evidence of the correct quantity, flawless packaging and loading.
2. Moreover, the buyer undertakes to inform Schulz Kabel in writing about any goods that have accidentally been delivered by Schulz Kabel without being ordered within 14 days of such an incorrect delivery and to have the goods ready for collection by a forwarding agent or carrier commissioned by Schulz Kabel. Should such an incorrect delivery not be reported or not be reported in good time, this shall be considered to be approved and the buyer shall be obliged to pay the usual and appropriate purchase price for the goods to Schulz Kabel.
7. Passing of Risk
The risk shall pass to the buyer as soon as the consignment has been handed over to the person responsible for carrying out the transport or has left Schulz Kabel’s warehouse for shipment. If the shipment is delayed or becomes impossible through no fault of ours, the risk shall be transferred to the buyer when the notification of readiness for dispatch has been given. Should Schulz Kabel agree to accept the transportation costs in an individual case, this shall have no effect on the transfer of risks.
8. Claims and Rights relating to Defects
1. The claims and rights of the buyer relating to defects in title and/or quality in the sale of consumer goods are subject to a limitation period of two years in accordance with the following provisions for newly manufactured items and work performances and one year for used items. No guarantees shall be given. In the case of the purchase of hardware, operating systems and other software at the same time, these shall not be sold as related items. Used items are excluded from the warranty.
2. In cases in which there is no sale of consumer goods, the regulations concerning the sale of consumer goods, in particular Art. 474-479 German Civil Code, do not apply. Claims and rights of the buyer relating to defects of title and/or quality are subject to a limitation period of a year. Warranty is excluded for used goods.
3. The period of limitation shall begin on the date of delivery. If operational or maintenance instructions are not followed, or if modifications are made, parts exchanged or consumable materials used which do not correspond to the original specification, all the buyer’s claims and rights relating to defects shall be cancelled unless the buyer provides evidence or it is obvious that the defect cannot be ascribed to this. This shall also apply if the defect can be ascribed to the improper usage, storage and handling of the device or intervention by third parties, as well as the opening of devices. Moreover, this also applies if manipulations of the series number can be established. Minor deviations of colour, dimensions and/or other quality and performance features in the goods shall not trigger any claims and rights relating to defects.
4. The buyer must inform Schulz Kabel of the defects in writing immediately, but one week after the receipt of the delivery items at the latest. Defects, which cannot be discovered even during a careful inspection within this period must be reported to Schulz Kabel immediately after their discovery. The validity of Art. 377 German Commercial Code (HGB) shall remain unaffected by this.
5. If Schulz Kabel receives a notification from the buyer that the products are defective, Schulz Kabel demands that the defective part or device is sent with a copy of the invoice to Schulz Kabel Hauptstrasse 121 35329 Gemünden or delivered to Schulz Kabel for rectification. In the case of a justified complaint, Schulz Kabel shall bear the necessary expenditure for the rectification, which must be substantiated by the buyer. No new periods of limitation relating to defects shall come into effect through the exchange of parts, components or whole appliances. When sending in the devices for repair, the buyer must ensure that any data on these which are important to him are secured by copies, as these may be lost during repairs. Schulz Kabel shall assume no liability for adherence to the data protection regulations when carrying out the repairs. For the return of goods, it is necessary to obtain a return consignment number from Schulz Kabel. Consignments sent without this number cannot be processed.
6. The buyer’s claims and rights relating to defects are exclusively limited to a right to rectification, whereby the buyer reserves the right, if the rectification fails, to reduce payment or to withdraw from the contract at his own discretion. The rectification shall be regarded as failed after the second unsuccessful attempt if there is no indication to the contrary arising from the nature of the item or of the defect or the other circumstances. Liability for normal wear is excluded.
7. For devices or parts in which no defects have been able to be established, the buyer shall bear all the costs, especially costs of the inspection. 8. Only the direct buyer is entitled to make claims and assert rights relating to defects to Schulz Kabel, and these are not assignable. Other conditions shall only apply if the buyer resells newly manufactured goods in the context of his business. In this case, the contractor shall be entitled to make recourse claims to Schulz Kabel, whereby, however, a claim to compensation is excluded. Moreover, the contractor undertakes to restrict his buyer’s claims and rights relating to defects to subsequent delivery in accordance with No. 5 and 6 above and to secure the possibility of the fulfilment of the obligation of rectification by Schulz Kabel. Claims for the reimbursement of expenses made by the contractor in the context of the sale of consumer goods have a limitation period of two years, otherwise of one year after delivery of the item, additional recourse claims have a limitation period of two months after the point at which the contractor satisfied the claims of the buyer or five years after delivery of the item by Schulz Kabel.
9. The preceding paragraphs are conclusive concerning claims and rights relating to defects for products and exclude other claims and rights of any kind, unless there is wilful intent or gross negligence on the part of Schulz Kabel or liability for damages arising from injury to life, body or health, which is based on a negligent violation of its obligations on the part of Schulz Kabel or an intentional or negligent violation of obligations on the part of a legal representative or vicarious agent of Schulz Kabel.
9. Reservation of Title
1. Until all the claims against the buyer to which Schulz Kabel is entitled on legal grounds now and in the future have been satisfied, Schulz Kabel shall be granted the following securities by the buyer, which shall be released to Schulz Kabel on the buyer’s request at his discretion, provided that their value sustainably exceeds the claims by more than 20%.
2. The goods shall remain the property of Schulz Kabel (goods subject to retention of title). Any processing or handling shall always be done for Schulz Kabel as the manufacturer in terms of Art. 950 German Civil Code, without committing Schulz Kabel. If the goods subject to retention of title are processed or combined with other goods, Schulz Kabel shall have a co-ownership share in the new item, specifically, in the case of processing, with a share corresponding to the proportion of the value of the goods subject to the retention of title to the value of the new item, and, in the case of combination, with a share corresponding to the proportion of the value of the goods subject to the retention of title to the other goods. If the buyer is the sole owner, he shall grant us co-ownership with a share corresponding to the proportion of the named values and shall keep the item safe for us free of charge. If the goods produced by processing or combination are resold, the assignment of future claims, agreed as follows, shall only apply to the value of the goods subject to retention of title.
3. The buyer is entitled to process and sell the goods subject to retention of title in the ordinary course of business, as long as he is not in default of payment to Schulz Kabel. The goods may not be pledged or assigned as security. The buyer shall now fully assign to us all claims (including all balance claims from a current account) emerging as a result of the resale or other legal grounds (insurance, tortious act) relating to the goods subject to retention of title as security. He is obliged to collect the claims assigned to us for his own account and in his own name until Schulz Kabel informs him in writing that it would like to do this itself. The authorisation to collect the claims may only be revoked if the buyer does not properly meet his payment obligations.
4. In the case of third party access to goods subject to the retention of title, the buyer shall draw the attention of the third parties to the ownership of Schulz Kabel and shall inform the latter immediately.
5. If the buyer falls into default with payment, if a default with payment is imminent, if his credit rating is reduced or if he culpably fails to fulfil essential contractual obligations, Schulz Kabel is entitled to take back the goods subject to retention of title or, if applicable, demand the assignment of the buyer’s claims for the restitution of property against third parties.
6. For security reasons, Schulz Kabel shall obtain access to the premises and the delivery and accounts documents. In particular, Schulz Kabel shall receive an accounts receivable account statement with customer addresses on its first request.
7. The repossession or attachment of the goods subject to retention of title by us does not constitute a withdrawal from the contract, provided that the German Consumer Credit Act is not applied.
8. The securities shall extend to all goods that are unilaterally claimed and/or acquired in the context of insolvency proceedings through the insolvency administrator’s power of enforcement.
9. The assignments shall be accepted.
1. The invoices are payable depending on the agreement. The delivery shall take place freight collect up to a net value of goods of € 250.00 in Germany. Other regulations apply in other countries.
2. Schulz Kabel is entitled to offset payments against older debts, in spite of any buyer’s terms to the contrary. If costs and interest have already accrued, we are entitled to offset the payment against the costs first, then against the interest and finally against main performance.
3. A payment shall only be considered to have been made when the paid amount is at our disposal. Cheques shall only be accepted on account of performance and shall be regarded as payment only after they have finally been cashed.
4. Should the buyer fall into default, we are entitled to charge interest of 8% over the base rate of the European Central Bank from the time in question onwards. Any discounts which may have been granted may only be undertaken if all the invoices due are paid on time. The receipt of payment by Schulz Kabel shall be the decisive factor.
5. All claims shall be due immediately if the buyer falls into default with payment, or does not meet other essential obligations from the contract or if we are aware of circumstances which are suitable for reducing the buyer’s credit rating, in particular the suspension of a payment and/or the imminence of composition or insolvency proceedings. In these cases, we are entitled to withhold outstanding payments or only to make these in exchange for payment in advance or securities.
6. The buyer is only entitled to offset payments or exercise a right of retention if the counterclaims have become res judicata or are indisputable.
11. Prohibition of Assignment
The assignment of claims against us to third parties is excluded, unless we have expressly agreed to this assignment. Provided that it is not a case of generally assignable claims in accordance with Section 8. No. 8 of the present general terms and conditions, approval must be granted if the buyer demonstrates essential concerns that overcome our interests in maintaining the prohibition of assignment.
12. Limitation of Liability
Claims for compensation against us and our pre-suppliers, as well as against our vicarious agents and their pre-suppliers, arising from the impossibility of rendering the service, from a positive violation of the contract, from culpa in contrahendo and from a tortious act, provided that there was no wilful intent or gross negligence.
13. Use of the Products
The products are intended for usual commercial use.
All the trademarks on the products are and shall remain the property of the suppliers.
15. Data Protection and Data Storage
Schulz Kabel is entitled to process the data received via the buyer in relation to the business relationship or in connection with this, regardless of whether the data originates from the buyer himself or from third parties, in terms of the German Data Protection Act (BDSG). Customer data shall be stored in accordance with Art. 33 BDSG.
16. Privacy and Data Protection
1. Personal data shall be used by us only for the purpose-specific implementation of orders. Any other use, e.g. for advertising purposes, without your express consent to this is excluded.
2. We collect further information for you in a user account for security reasons and to perform our service. We assure you that the data shall be used exclusively for the implementation of the service desired by you.
3. You can receive information about the extent and purpose of the data processing at any time. You can ask about this at firstname.lastname@example.org. If we have been permitted to use or transfer the data for advertising purposes, this permission may be revoked at any time and information concerning any additional recipients may be requested. Furthermore, data shall be corrected, blocked or deleted on request, provided that they are not necessary for the fulfillment of the contract and provided that storage is not specified due to statutory regulations.
17. 17. Export
The export of goods out of the Federal Republic of Germany is subject to German and EU export regulations. The buyer must obtain the export licences at the Federal Export Office in Eschborn himself. He shall be responsible for the adherence to the relevant regulations until the goods reach the final consumer.
18. 18. Applicable Law
1. The law of the Federal Republic of Germany applies to the terms and conditions and the overall legal relationship between Schulz Kabel and the buyer, to the exclusion of the UN Convention on the International Sale of Goods. Insofar as the buyer is a merchant in terms of the German Commercial Code, a legal entity under public law or a special fund under public law, Frielendorf shall be the place of jurisdiction for all disputes arising directly or indirectly from the contract. Schulz Kabel is, however, entitled to file an action against the buyer at another place of jurisdiction. Furthermore, 34621 Frielendorf shall be the place of fulfilment and the handover location in terms of the packaging ordinance.
2. Should individual or several terms of the present general terms and conditions be or become ineffective or contain a loophole, the contractual parties are obliged to enter into negotiations with the objective of replacing or supplementing the ineffective or incomplete provision with an appropriate individual agreement, which corresponds to the economic purpose of the intended provision to the greatest possible extent. The validity of the remaining provisions shall remain unaffected by this.
19. 19. Advertising
The buyer shall declare his express agreement to receive advertisements for Schulz Kabel by fax or e-mail without requesting these in advance.