Sale and Delivery Conditions
For Schneider Transport- und Lagerbehälters GmbH & Co. KG
- 1. General
Our deliveries, including services, advice and ancillary services, are made solely on the basis of the following conditions. Any other terms and conditions of the respective business partner are hereby expressly contradicted. These are not recognized, either, in the event that we do not contradict them even after we have received them.
The terms and conditions of sale and delivery apply in all cases in which deviating agreements have not been concluded and, in particular, that we have not confirmed in writing. In particular, our terms and conditions of sale and delivery also apply to all subsequent business, even if they are not expressly agreed on again. These terms and conditions are deemed to have been accepted at the latest upon receipt of the goods or services.
All agreements that are made between us and the respective customer for the purpose of executing this contract must be set down in writing.
- 2 Offer and Conclusion of Contract
Our offers are non-committal and non-binding. Declarations of acceptance and all orders require our written confirmation in order to be legally valid; the same applies to additions, changes or ancillary agreements.
We reserve property rights and copyrights to images, drawings, calculations and other documents; they must not be made accessible to third parties. This applies in particular to such written documents that are designated as “confidential”; before passing them on to third parties, the customer requires our express written consent.
The conclusion of the contract is subject to the correct and timely delivery by our suppliers. This only applies in the event that we are not responsible for non-delivery, in particular when concluding a congruent hedging transaction with our supplier. The customer will be informed immediately about the unavailability of the service. Payment will be refunded immediately.
- 3 Prices, Terms of Payment
Unless otherwise stated in the order confirmation, our prices apply “ex works” plus statutory value added tax, excluding packaging, which is invoiced separately.
A discount deduction requires special written agreement.
Unless otherwise stated in the order confirmation, the purchase price is due for payment without deduction within 14 days of the invoice date. If the customer defaults on payment, we are entitled to demand default interest of 8% p.a. above the respective base rate of the Deutsche Bundesbank. We are entitled to assert it if we are able to prove that the default caused greater damage. However, the purchaser is also entitled to prove to us that we did not suffer any damage or significantly less damage as a result of the delay in payment.
Partial deliveries are billed immediately and are due for payment within the above payment period, regardless of the completion of the entire delivery.
The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or we have recognized them. He is also authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
We are entitled to offset payments against older debts in spite of the customer’s provisions to the contrary. The customer must be informed immediately that the payment has been offset against older debts. If costs and interest have already accrued, we are entitled to offset the payment first against the costs, then against the interest and finally against the main service.
A payment is only considered to have been made when we can dispose of the amount. In the case of checks, payment is only deemed to have been made once the check is cashed.
We are entitled to call in the entire remaining debt if we become aware of circumstances that question the customer’s creditworthiness, in particular, if a check cannot be cashed or the customer suspends his payments or if we become aware of other circumstances that call the customer’s creditworthiness into question. In this case, in particular, we are also entitled to request advance payments or security deposits.
- 4 Delivery, Delivery Time
We also have delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for us—these include in particular, strikes, lockouts, official orders, etc., even if they occur at our suppliers or their sub-suppliers, we are not responsible for bindingly agreed deadlines and dates. They entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled.
If the hindrance lasts longer than three months, the customer is entitled, after setting a reasonable grace period, to withdraw from that part of the contract that has not yet been fulfilled. If the delivery time is extended or if we are released from our obligation, the customer cannot derive any claims for damages from this. We can only refer to the circumstances mentioned if we notify the customer immediately.
We are entitled to partial deliveries and partial services at any time.
Compliance with our delivery and service obligations requires the buyer to fulfill his obligations in a timely and proper manner.
We are entitled to demand the damage we incur, including any additional expenses, if the customer is in default of acceptance or if he violates other obligations to cooperate. In this case, the risk of accidental loss or accidental deterioration of the purchased item is also transferred to the customer at that point in time at which the customer is in default of acceptance.
- 5 Transfer of Risk
The risk passes to the customer as soon as the shipment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of shipment. If the shipment is delayed at the request of the customer or if the customer defaults on acceptance, then the risk is transferred to the customer when the customer is notified that the goods are ready for dispatch.
- 6 Warranty
The warranty rights of the customer presuppose that he has properly complied with his obligations to complain according to § 377 of the German Commercial Code (HGB).
The products are delivered free of manufacturing and material defects; the deadline for asserting claims for defects is 1 year from delivery of the products.
If our operating or maintenance instructions are not followed, changes are made to the products, parts are exchanged or consumables are used that do not correspond to the original specifications, claims due to defects in the products do not apply if the customer does not refute a corresponding substantiated assertion that only one of these circumstances caused the defect.
The customer must notify us in writing of a defect immediately, but no later than one week after receipt of the delivery item. Defects that cannot be discovered within this period, even with careful inspection, must be reported to us in writing immediately upon discovery.
For defects in goods, we initially guarantee, at our option, to either repair the goods or to provide a new manufacture.
If we seriously and finally refuse to perform, if we refuse to remedy the defect or subsequent performance due to disproportionate costs, if it fails after performance or if it is unreasonable for us, the customer can only choose to reduce the remuneration (reduction) or cancel the request contract (withdrawal) and compensation for damages within the scope of the limitation of liability (§ 7) and not the performance. The customer has no right of withdrawal in the case of only a minor breach of contract or only minor defects.
The customer is not entitled to withdraw from the contract if we are not responsible for the breach of duty due to a defect.
Rights of the customer due to defects that do not affect a building or a work that consists of the provision of planning and monitoring services for this expire one year after acceptance of the work. The short limitation period does not apply if we can be blamed for gross negligence or in the case of physical or health damage attributable to us or the loss of the life of the customer. Liability on our part under the Product Liability Act also remains unaffected.
In the case of fraudulent concealment of defects or the assumption of a guarantee for the quality on our part, further claims of the customer remain unaffected.
In principle, the customer does not receive any guarantees from us in the legal sense.
Liability for normal wear and tear is excluded.
Warranty claims against us are only available to the direct purchaser and are not transferable.
A submitted production drawing is deemed to have been approved if it is not explicitly contradicted. All important functional dimensions are to be defined and stored as test dimensions. We do not guarantee dimensions that are not marked as test dimensions. Schneider reserves the right to make changes. If no special measuring methods or measuring points are expressly specified for test dimensions, we can freely define these ourselves.
- 7 Limitations of Liability
Claims for damages are excluded regardless of the type of breach of duty, including unlawful acts, unless there is intentional or grossly negligent action.
We are only liable in the event of a breach of essential contractual obligations. In this case, we are liable for any negligence, but only up to the amount of the foreseeable, contract-typical, direct average damage. Claims from lost profit, saved expenses, from third party claims for damages as well as other indirect and consequential damage cannot be demanded, unless a quality feature guaranteed by us aims to protect the customer against such damage.
The limitations of liability and exclusions in paragraphs 1 and 2 do not apply to claims that have arisen due to fraudulent behavior, as well as liability for guaranteed characteristics, for claims under the Product Liability Act and damage resulting from injury to life, body or health.
This also applies to our employees, workers, representatives and vicarious agents insofar as our liability is excluded or limited.
- 8 Retention of Title
Until all claims have been fulfilled (including all balance claims from current accounts) to which we are entitled now or in the future for any legal reason against the customer, the Schneider company is granted the following securities, which we will release upon request at our discretion, insofar as their value exceeds exceeds claims sustainably by more than 20%.
The goods remain the property of Schneider. Processing or transformation is always carried out for Schneider as the manufacturer, but without any obligation for them. If the (co-) ownership of the Schneider company expires as a result of the connection, processing or transformation of the delivery item, it is already agreed that the purchaser’s (joint) ownership of the uniform item will be transferred to the Schneider company in terms of value (invoice value including VAT). The customer keeps the (joint) property of the Schneider company free of charge. Goods to which Schneider has (joint) ownership are referred to below as goods subject to retention of title.
In the event of a breach of contract on the part of the purchaser—in particular default of payment—Schneider is entitled to withdraw from the contract and demand the return of the goods subject to retention of title.
The customer is entitled to process and sell the reserved goods in the ordinary course of business, as long as he is not in default. Pledges or transfers by way of security are not permitted. As a precaution, the purchaser hereby assigns all claims arising from the resale or any other legal reason (insurance, tort) with regard to the goods subject to retention of title (including all balance claims from current account) to the Schneider company. The Schneider company revocably authorizes the customer to collect the claims assigned to the Schneider company for its account in its own name. This authorization to collect can only be revoked if the customer does not properly meet his payment obligations. In this case in particular, the customer is no longer authorized to install, inseparably mix or process the reserved goods.
If third parties gain access to the goods subject to retention of title, in particular seizures, the purchaser will point out the property of Schneider and notify them immediately in writing so that they can enforce their property rights. If the third party is unable to reimburse Schneider for the judicial or extrajudicial costs incurred in this connection, then the customer shall be liable for them.
The customer also assigns the claims against the third party to Schneider that arise against this third party through the connection of the purchased item with a property. This also includes the right to a security mortgage with priority over the rest. We accept the assignment.
If the reserved goods are built into their own property by the customer as an essential part, the customer hereby assigns the claims arising from the commercial sale of the property or property rights in the amount of the value of the reserved goods with all ancillary rights and in priority over the rest. Schneider accepts the assignment.
- 9 Place of jurisdiction, place of performance, applicable law
Unless otherwise stated in the order confirmation, the place of performance is Breidenbach.
The exclusive place of jurisdiction for all disputes arising from this contract is our place of business in Biedenkopf. This also applies if the customer does not have a general place of jurisdiction in Germany or the customer’s place of residence or habitual residence is not known at the time the action is brought.
German law applies exclusively. The application of the UN Convention on Contracts for International Sales is excluded.
In addition, the statutory or, if not available, the customary commercial provisions apply for quality determination, sorting, labeling and price. Only our sales and delivery conditions apply as agreed insofar as purchasing conditions conflict with the above sales and delivery conditions.
If the customer is not a buyer himself, but only an agent, then he fully acknowledges the above conditions as far as they concern this legal relationship.
He hereby expressly declares the assumption of the guarantee to the manufacturer or the seller in the amount of the value of the goods and any damage caused by default (including court, lawyer and other costs) in the event that the seller is not able to do so to collect the outstanding amount from the customer (recipient of the goods), possibly with the help of judicial measures.
The Schneider company hereby accepts the intermediary’s declaration of guarantee, so that a legally valid contract on the assumption of the guarantee has come into effect. The Schneider company undertakes to inform the agent if efforts to collect the claim were unsuccessful, and also to give the agent the opportunity to try to raise the claim with the customer himself. If this is not possible for the agent within a reasonable period (3 weeks), then Schneider can claim against the agent from the guarantee contract with the result that the agent has to pay the outstanding amount from the point of view of the guarantee contract. In this case, Schneider assigns all of its claims against the customer to the agent in order to give him the opportunity to collect the claims against the customer.
- 10 Severability Clause
Should individual provisions of the contract with the customer, including these general terms and conditions, be or become ineffective in whole or in part, this shall not affect the validity of the remaining provisions.
The wholly or partially ineffective regulation is to be replaced by a regulation whose economic success comes as close as possible to that of the ineffective one.
The waiver of the aforementioned general terms and conditions must be made in writing. This also applies to this written form clause.