T&Cs
Standard Delivery Terms and Sales Conditions Scheddin Industrievertretung GmbH - 47574 Goch / Germany
§ 1 Validity
(1)
All
deliveries,
services
and
offers
are
made
solely
according
to
our
Standard
Delivery
Terms
and
Sales
Conditions.
They
are
an
integral
part
of
all
contracts
which
we,
Scheddin
Industrievertretung
GmbH
(hereinafter
called
"supplier")
conclude
with
our
contractual
partners
(hereinafter
named
"buyer")
concerning
offered
products
and
services.
They
apply
to
all
future
deliveries,
services
and
offers
made
by
the
supplier
even
if
not
expressly agreed again.
(2)
Buyer
or
third
party
terms
of
business
do
not
apply,
even
if
the
supplier
does
not
explicitly
exclude
them.
Even
if
the
supplier
refers
to
a
letter
which
contains
Terms
and
Conditions
of
the
buyer
or
a
third
party
this
does
not
mean that the validity of these terms and conditions are accepted.
§ 2 Offers and Conclusions of Contracts
(1)
All
offers
made
by
the
supplier
are
made
subject
to
change
and
as
non-binding
offers,
unless
they
are
explicitly
marked
as
binding
or
unless
they
contain
a
defined
time
limit
for
acceptance.
Orders
made
by
the
buyer
must
be
confirmed
in
writing
by
the
supplier.
Orders
can
be
accepted
by
the
supplier
within
14
days
after
receipt
of the order.
(2)
Solely
relevant
for
the
privity
of
contract
between
the
supplier
and
the
buyer
is
the
written
contractual
agreement
including
these
Standard
Delivery
Terms
and
Sales
Conditions.
These
reflect
all
agreements
made
between
the
contractual
partners.
Verbal
agreements
made
by
the
supplier
prior
to
the
conclusion
of
the
written
contractual
agreement
are
legally
non-binding
and
verbal
agreements
between
the
contract
partners
are
replaced
by
the
written
contract,
unless
it
is
expressly
agreed
that
verbal
agreements
are
to
remain
valid.
Additions
and
amendments
of
the
agreement
including
these
Standard
Delivery
Terms
and
Sales
Conditions
must be made in writing. With the exception of the
Managing
Directors
or
the
registered
managers
none
of
the
supplier
employees
are
authorised
to
agree
verbally
to
any
deviant
agreements.
Written
communication
is
sufficient
if
sent
by
fax,
telecommunication
especially
by
e-mail is not acceptable.
(3)
Supplier
details
concerning
the
delivery
(e.g.
weight,
measurements,
practical
value,
ratings,
tolerances,
and
technical
data),
descriptions
of
the
same
(e.
g.
drawings
and
figures)
as
well
as
prototypes
and
sample
rolls
are
only
approximate,
as
long
as
these
details
were
not
required
for
a
contractually
agreed
purpose
or
an
exact
compliance
was
promised
by
the
supplier.
They
are
no
guaranteed
characteristics
of
state,
they
are
descriptions
or identification marks of deliveries or services.
Commercially
accepted
deviations
and
deviations
which
are
based
on
judicial
regulations
or
which
represent
technical
improvements,
as
well
as
the
replacement
of
component
parts
by
parts
of
equal
quality
are
permissible, as long as they fulfil the contractually defined purpose.
(4) Any printer's proofs, prototypes, specifications or samples related to the product or the
packaging
provided
by
the
supplier
to
the
buyer
must
be
examined
and
accepted
by
the
buyer,
to
ensure
that
they
fulfil
its
requirements
and
are
suitable
for
its
applications.
The
buyer
must
accept
and
sign
the
documents
and
return them. Any required changes or corrections are to be marked clearly as such by the buyer.
(5) The supplier reserves the right of ownership and copyright on all offers, cost estimations,
drawings
and
pictures,
calculations,
brochures,
catalogues,
models,
work
tools,
samples
and
prototypes
and
all
other
documents
and
support
material
provided
to
the
buyer.
The
buyer
is
not
allowed
to
communicate,
use
or
copy
or
show
any
of
these
items
to
any
third
party
without
the
consent
of
the
supplier.
On
the
demand
of
the
supplier
all
items
must
be
returned
to
him
and
any
copies
made
must
be
destroyed
if
they
are
no
longer
required
for business matters or should any negotiations not lead to a contract.
(6)
Layouts,
sketches
and
other
preparatory
work
ordered
by
the
buyer
can
be
invoiced
by
the
supplier
even
if
subsequently no contract is awarded by the buyer.
§ 3 Prices and Payment
(1)
Prices
apply
for
the
scope
of
delivery
and
service
as
listed
in
the
order
confirmation.
Additional
or
special
services
will
be
invoiced
separately.
Our
prices
are
quoted
in
EURO
ex
works,
and
do
not
include
packaging,
VAT,
export customs duty and fees as well as any other public charges.
(2)
As
far
as
the
agreed
prices
are
based
on
the
list
price,
and
the
delivery
is
planned
for
more
that
4
months
after
the
closing
of
the
contract,
the
suppliers
valid
list
price
applies
(minus
an
agreed
percentage
or
defined
rebate)
(3)
Invoices
are
to
be
paid
within
30
days
of
the
date
of
the
invoice
with
no
cash
discount
or
within
14
days
with
2%
cash
discount
unless
otherwise
agreed
in
writing.
Decisive
for
the
receipt
of
the
payment
is
the
receipt
of
the
payment
by
the
supplier.
Cheques
are
classed
as
payment
after
redemption.
Drafts
will
only
be
accepted
after
previous agreement and only on account of performance.
If
the
buyer
does
not
pay
the
invoice
by
the
due
date
the
outstanding
amount
will
be
payable
with
interest
of
8
percent
points
above
the
basic
interest
rate
per
annum
from
the
due
date;
the
assertion
of
higher
interest
and
additional damages in the case of arrears remains unaffected.
(4)
The
offset
of
counterclaims
by
the
buyer
or
the
retention
of
payments
due
to
such
claims
is
only
acceptable
if
the counterclaims are indisputable or legally proved.
(5)
The
supplier
is
entitled
to
deliver
outstanding
deliveries
or
services
only
against
pre-payment
or
against
a
security
deposit
if
circumstances
arise
after
the
conclusion
of
the
contract
which
show
that
the
buyer's
credit
rating
is
low
or
that
the
payment
of
outstanding
debts
by
the
buyer
could
be
at
risk
(this
includes
individual
orders within a frame contract),
§ 4 Deliveries and Delivery time
(1) Deliveries are made ex works.
(2)
Supplier
delivery
dates
and
deadlines
are
only
approximate
dates
unless
an
explicit
date
or
deadline
is
agreed
upon.
If
shipments
are
agreed
all
delivery
dates
and
deadlines
refer
to
the
point
of
time
at
which
the
goods
are
handed over to the forwarding agent, freight carrier, or any other third party assigned to deliver the goods.
(3)
The
supplier
can
-
irrespective
of
his
rights
on
arrears
-
demand
an
extension
or
a
postponement
of
delivery
from
the
buyer
should
the
buyer
not
fulfil
his
contractual
duties
on
time.
Should
alterations
be
made
to
the
confirmed order the delivery date is postponed accordingly for the supplier.
(4)
The
supplier
is
not
liable
for
difficulties
in
delivery
or
delays
in
delivery
if
these
are
caused
by
an
act
of
god
or
due
to
any
other
unforeseeable
situation
at
the
time
of
the
contractual
agreement
(
e.g.
disruption
in
business
operations,
difficulties
in
material
or
energy
sourcing,
transport
delays,
strikes,
legal
lock-outs,
lack
of
workers,
energy
or
raw
materials,
difficulties
in
the
obtaining
of
regulatory
approval,
regulatory
measures,
or
the
failure,
incorrect
or
delayed
delivery
of
a
supplier).
If
such
events
considerably
hinder
the
supplier
in
his
delivery
and
these
problems
are
not
only
of
a
temporary
nature,
the
buyer
is
entitled
to
withdraw
from
the
contract.
If
difficulties are only temporary the delivery period
is
lengthened
or
delayed
by
the
same
period
of
time
that
the
hindrance
was
experienced
plus
an
appropriate
production
set
up
period.
If
the
buyer
can
not
be
expected
to
accept
the
delivery
due
to
the
delays
in
the
delivery
he is allowed to withdraw from the contract if he informs the supplier without delay in writing.
(5) The supplier is only entitled to partial deliveries if:
- a partial delivery can be used by the buyer in the framework of the contractual agreement.
- the delivery of the remaining goods is secured and
-
the
buyer
is
not
subject
to
additional
work
or
additional
costs
(unless
the
supplier
announces
he
is
willing
to
bear any additional costs).
(6)
Should
the
supplier
fall
behind
schedule
with
deliveries
or
services
or
should
a
delivery
become
impossible
for
whatever
reason,
the
accountability
of
the
supplier
for
damages
is
limited
to
the
stipulations
of
§
8
of
these
standard Delivery Terms and Sales Conditions.
§ 5 Place of execution, Dispatch, Packaging, passing of the risk, acceptance of delivery
(1)
The
place
of
execution
for
all
contractual
obligations
is
Krefeld
unless
otherwise
agreed.
If
the
supplier
is
also
responsible for the installation the place of execution is then the place where the installation is to be carried out.
(2) The type of dispatch and the packaging are subject to the best judgement of the supplier.
(3)
The
risk
is
transferred
with
the
handover
of
the
item
(although
the
beginning
of
the
loading
is
the
relevant
point
of
time)
to
the
forwarding
agent,
freight
carrier
or
any
other
third
party
assigned
to
deliver
the
goods.
This
applies
also
to
partial
deliveries
or
if
additional
services
have
also
been
accepted
by
the
supplier
(e.g.
distribution
or
installation.)
If
the
delay
in
the
shipment
is
caused
by
a
circumstance
occurring
due
to
the
buyer
then
the
risk
is
transferred
to
the
buyer
from
the
supplier
on
the
day
on
which
the
supplier
is
ready
to
deliver
the
goods and as soon as he has informed the buyer.
(4)
Storage
costs
after
the
passing
of
the
risk
are
to
be
paid
by
the
buyer.
If
stored
by
the
supplier
the
storage
costs
amount
to
0,25%
of
the
invoice
price
of
the
products
to
be
stored
per
week
stored.
The
right
for
the
enforcement and proof of additional or lower storage costs remains reserved.
(5)
The
shipment
will
only
be
insured
by
the
supplier
against
theft,
breakage,
transport,
fire
and
water
damage
or
any other insurable risk if specifically requested by the buyer and only for his account.
(6) If an acceptance of the delivered goods is required then the goods are considered to have been accepted if:
- the delivery, and in the case of installation, the installation is complete,
-
the
supplier
has
informed
the
buyer
by
noting
the
friction
of
acceptance
according
to
this
§
5
(6)
and
the
supplier has required the buyers' acceptance.
-
12
days
have
passed
since
the
delivery
or
installation
and
the
buyer
has
begun
to
use
the
delivered
items
(e.g.
the
delivered
facility
has
been
put
into
operation
or
the
delivered
products
have
been
used)
and
in
such
a
case
if
6 days have passed since the delivery or installation and,
-
if
the
buyer
failed
to
inform
the
supplier
of
any
problems
within
an
acceptable
period
of
time
or
if
the
problem
differs to any problem already communicated to the supplier.
§ 6 Warranty
(1)
The
warranty
period
lasts
for
one
year
after
delivery,
or
one
year
after
the
acceptance
of
the
goods,
if
an
acceptance
of
the
goods
is
required.
The
supplier
points
out
that
due
to
the
composition
of
the
products
they
should generally be processed within 6 months after delivery. The supplier's storage advice should be observed.
(2)
The
delivered
goods
are
to
be
examined
thoroughly
and
without
delay
by
the
buyer
or
by
an
assigned
third
party.
The
examination
must
cover
all
essential
and
demanded
features
required
for
the
use
of
the
products.
The
products
are
considered
to
have
been
accepted
if
the
supplier
does
not
receive
a
claim
of
defects
within
7
working
days
after
delivery
of
the
goods
for
any
defects
which
are
obvious
following
a
routine
examination
of
the
products
or
within
7
days
after
noticing
another
defect
while
using
the
product
-
a
claim
must
be
made
as
defined
in
§
2
(2)
S.
6
The
obligation
of
the
buyer
to
examine
the
delivered
goods
remains
even
if
samples
or
type
samples
were
provided.
If
specific
samples
of
the
products
are
sent
with
the
delivery
for
the
purpose
of
excluding
all
kinds
of
defects
(both
visible
and
hidden)
then
the
buyer
must
examine
these
samples
and
report
any defects to the supplier
within
7
days.
If
requested
by
the
supplier
the
delivery
is
to
be
returned
carriage
free
to
the
supplier.
If
the
claimed
defects
are
legitimate
the
supplier
will
reimburse
the
buyer
of
any
transport
costs
up
to
an
amount
of
the
least
expensive
dispatch
route;
this
does
not
apply
if
transport
costs
are
higher
because
the
delivery
was
not
at the contractually agreed place.
(3) In the case of material defects of the delivered goods the supplier may choose, within an
acceptable
period
of
time,
whether
he
wishes
to
complete
a
replacement
delivery
or
improve
the
delivered
goods.
In
case
this
remedy
or
new
delivery
fails
due
to
impossibleness,
unreasonableness
and
refusal
or
due
to
an
unreasonable
delay
of
remedy
or
replacement
delivery
for
the
buyer
he
is
allowed
to
withdraw
from
the
contract or to reasonably reduce the price.
(4)
Excess
or
short
deliveries
that
deviate
in
weight
or
area
can
not
be
avoided
in
the
production
process.
They
do not represent poor performance or defects if within the following parameters
- up to 99 kg or 999 m. +/- 50%
- from 100 - 999 kg or 1.000 m. - 9.999 m. +/- 30%
- from 1.000 kg - 4.999 kg or 10.000 - 59.999 m. +/- 20%
- more than 5.000 kg or more than 60.000 m. +/- 15%
In the case of excess or short deliveries the actual amount of delivered product will be invoiced.
(5)
If
a
defect
is
the
responsibility
of
the
supplier
the
buyer
can,
in
case
of
premises
according
to
§
8,claim
for
damages.
(6)
If
the
defect
is
found
in
a
part
from
another
manufacturers,
which
the
supplier
can
not
deal
with
due
to
licensing
rights
or
for
other
reasons,
the
supplier
will
either
claim
warranty
rights
against
the
manufacturers
for
the
account
of
the
buyer
or
will
recede
his
rights
to
do
so
to
the
buyer.
Warranty
claims
against
the
supplier
exist
with
these
described
defects
under
normal
circumstances
and
under
these
standard
Delivery
Terms
and
Sales
Conditions
only
if
claims
made
legally
and
directly
to
the
manufacturer
were
unsuccessful,
or
were
futile
for
instance
due
to
a
bankruptcy.
During
the
legal
dispute
the
expiry
of
period
of
limitation
concerning
the
warranty
rights will be suspended.
(7) The warranty does not apply if the buyer alters the delivered product or allows the product to be
altered
by
a
third
party
without
the
permission
of
the
supplier
and
in
so
doing
makes
the
repair
of
defects
difficult or impossible. In such a case the buyer must bear the additional cost of improvement of the product.
(8)
In
case
of
products
manufactured
for
the
buyer
under
a
contacted-out
agreement
the
supplier
accepts
no
responsibility
for
defects
of
any
preliminary
products
delivered
to
him
by
the
buyer
or
at
the
instigation
of
the
buyer.
(9) In individual cases of deliveries of used goods agreed to by the buyer are excluded from any guarantee.
§ 7 Industrial Property Rights
(1)
Under
§
7
the
supplier
vouches
for
his
products
and
is
responsible
to
ensure
that
his
deliveries
do
not
affect
the
industrial
property
rights
or
trademark
rights
of
any
third
party.
Each
contract
partner
will
inform
the
other
partner
in
writing
without
delay
should
any
demands
be
made
upon
them
due
to
the
infringement
of
any
of
these
rights.
(2)
Should
a
product
infringe
on
any
industrial
property
rights
or
copyrights
of
a
third
party
then
the
supplier
may
choose
whether
he
wishes
to
alter
or
exchange
the
products,
at
his
cost,
so
that
the
rights
of
a
third
party
are
no
longer
affected.
In
this
case
the
products
must
still
fulfil
the
contractually
agreed
functions.
Alternatively
the
supplier
may
reach
a
licensing
agreement
enabling
the
buyer
to
the
usage
rights.
If
the
supplier
does
not
succeed
in
doing
this
within
an
acceptable
period
of
time,
the
buyer
is
authorised
to
withdraw
from
the
contact
or
to
reasonably
reduce
the
agreed
price.
Any
claims
by
the
buyer
for
damages
are
subject
to
the
limitations
of
§
8 of these standard Delivery Terms and Sales Conditions.
(3) If products delivered by the supplier but produced by another manufacturer cause rights
violation
the
supplier
may
choose
whether
to
assert
his
rights
against
the
manufacturer
and
sub-contractors
for
the
account
of
the
buyer
or
whether
he
wants
to
cede
his
rights
to
the
buyer.
In
this
case
claims
against
the
supplier
only
apply
within
the
boundaries
of
§
7
if
legal
implementation
of
the
afore
mentioned
claims
against
the manufacturer were unsuccessful or futile, due to e.g. an insolvency.
§ 8 Liability and compensation due to default
(1)
The
liability
for
compensation
of
the
supplier,
irrespective
of
legal
grounds,
especially
due
to
impossibleness,
delay,
bad
or
wrong
delivery,
breach
of
contract,
breach
of
duties
during
contract
negotiations
and
any
unlawful
act, is limited according to this § 8 as far as default is required.
(2) The supplier is not liable for
a) slight negligence by the managerial board, by legal representatives, employees or assistants.
b) gross negligence of his employees or other people not in a managerial position,
as
long
as
the
violation
does
not
refer
to
essential
contractual
obligations.
Essential
contractual
obligations
are
the
obligations
which
are
required
for
the
timely,
correct
delivery
and
installation,
as
well
as
the
communication
of
advice
required
by
the
buyer
to
ensure
the
correct
and
safe
use
of
the
product
and
the
security
of
his
employees or any third party.
(3)
Should
the
supplier
be
liable
for
damages
according
to
§
8
(2),
then
this
liability
is
limited
to
damages
which
the
supplier
anticipated
at
the
time
of
the
closing
of
the
contract,
or
which
he
should
have
anticipated
as
a
result
of
due
diligence.
Indirect
and
consequential
damages
that
are
caused
by
defects
of
the
delivered
products
are
only eligible to be replaced if the damage was to be expected from the intended use of the product.
(4)
In
the
case
of
liability
for
slight
negligence
the
suppliers
liability
to
pay
damages
for
material
and
personal
injury
is
limited
to
EUR
10
Mio.
per
liability
case
(corresponding
to
the
limit
of
indemnity
of
his
product
liability
insurance or public liability insurance), even if is corresponds to a breach of contract.
(5)
The
previous
exclusions
and
limitations
of
liability
apply
on
the
same
scale
in
favour
for
the
managerial
board, legal representatives, employees and any other people used by the supplier.
(6)
If
the
supplier
provides
technical
advice
or
support
over
and
above
the
agreed
service
level,
he
does
not
charge for and any liability claims are excluded.
(7)
The
limitations
of
§
8
do
not
apply
for
the
liability
of
the
supplier
against
intentional
acts,
for
guaranteed
product characteristics, against damage to life, body or health or according to the product liability act.
§ 9 Reservation of proprietary rights
(1)
The
following
agreed
reservation
of
property
rights
is
the
basis
for
the
security
of
all
present
and
future
financial
claims
of
the
supplier
against
the
buyer
according
to
the
contractual
agreement
between
the
two
parties
concerning
the
delivery
of
siliconized
paper
and
foil
(including
payment
balance
requests
on
a
current
account limited to this delivery agreement).
(2)
All
products
delivered
to
the
buyer
remain
the
property
of
the
supplier
until
complete
payment
of
all
accounts
has
been
made.
All
goods
to
which
the
reservation
of
property
rights
applies
will
now
be
referred
to
as
reserved
property.
(3) The buyer stores products which are considered to be reserved property at no cost.
(4)
The
buyer
may
use
and
process
the
reserved
property
in
his
usual
business
processes
(paragraph
9).
The
buyer is not entitled to pledge or assign the reserved property as a security.
(5)
Should
the
reserved
property
be
processed
by
the
buyer
it
is
agreed
that
this
happens
in
the
name
and
for
account
of
the
supplier
as
manufacturer
and
that
the
supplier
acquires
ownership
in
the
new
products
or
co-
ownership
in
the
new
products
in
proportion
to
the
value
of
his
reserved
property.
Should
there
be
no
acquisition
of
property
by
the
supplier
in
the
above
mentioned
manner
the
buyertransfers
his
future
ownership
or
co-
ownership
of
the
new
products
as
a
security
to
the
supplier.
If
the
reserved
property
is
processed
in
such
a
way
that
it
can
no
longer
be
separated
from
the
newly
produced
product
then
the
buyer
transfers
his
co-ownership
(as
long
as
the
main
part
of
the
product
belongs
to
him)
in
proportion
to
the
value
of
the
reserved
property
to
the
supplier.
(6)
In
case
of
selling-on
the
reserved
property
the
buyer
assigns
the
resulting
claims
against
the
purchaser
of
the
reserved
property
or
in
case
of
co-ownership
his
share
of
co-ownership
to
the
supplier.
The
same
applies
to
other
receivables
that
are
connected
to
the
reserved
property
(i.e.
insurance
claims).
The
buyer
authorizes
the
supplier precariously to collect the assigned receivables in his own name and to his own account.
(7)
Should
a
third
party
seize
the
reserved
property,
especially
through
garnishment,
the
buyer
is
obliged
to
immediately
inform
the
third
party
about
the
reserved
property
status.
Furthermore
he
must
also
inform
the
supplier
to
enable
him
to
assert
his
ownership
rights.
Should
the
third
party
not
be
in
a
position
to
reimburse
the
supplier of any judicial or extra judicial costs then the buyer is liable to bear these costs.
(8)
The
supplier
will
release
to
him
assigned
rights
on
demand
at
his
own
choice
if
the
value
of
the
secured
rights will exceed the value of the reserved property by more than 50 %.
(9)
Should
the
supplier
withdraw
from
a
contract
due
to
a
breach
of
contract
on
behalf
of
the
buyer,
particularly
with regard to delayed payment, then he is entitled to demand the return of his reserved property.
§ 10 Other Terms
(1)
The
supplier
reserves
the
right
to
attach
company
texts,
company
logo,
or
company
identification
number
to
all deliveries in line with corresponding regulations.
§ 11 Final Clause
(1)
The
court
of
jurisdiction
for
any
disputes
arising
from
the
business
connections
between
the
supplier
and
the
buyer
is,
if
chosen
by
the
supplier,
Kleve,
or
the
domicile
of
the
buyer.
For
any
legal
proceedings
against
the
supplier
the
exclusive
court
of
jurisdiction
is
Kleve.
Imperative
laws
concerning
exclusive
courts
of
jurisdiction
remain unaffected by this regulation.
(2)
The
contractual
agreement
between
the
supplier
and
the
buyer
are
subject
solely
to
the
law
of
the
Federal
Republic
of
Germany.
The
UN
Convention
on
contracts
for
the
International
Sale
of
goods
(CISG)
from
11
April
1980 does not apply.
(3) Should the contract or these Standard Delivery Terms and Sales Conditions contain any
loopholes,
then
the
lawful
effective
regulations
are
classed
as
applying
which
the
contract
partners
would
have
agreed
upon
to
fulfil
the
contract
economically,
and
to
fulfil
the
stipulations
of
these
Standard
Delivery
Terms
and
Sales Conditions had they been aware of any loopholes.
(4)
The
buyer
is
advised
that
the
supplier
saves
data
form
the
contractual
relationship
according
to
§
28
of
the
German
Data
Protection
Act.
The
supplier
reserves
the
right
to
forward
data
to
a
third
party
if
required
to
fulfil
contractual purposes (e.g. for insurance purposes.)
Applicable Version
In cases of doubt, the German Version of these Standard Delivery Terms and Sales Conditions shall apply.
Please chose wanted T&Cs:
General Purchasing Conditions of Scheddin Industrievertretung GmbH - 47574 Goch / Germany
Standard Delivery Terms and Sales Conditions of Scheddin Industrievertretung GmbH - 47574 Goch / Germany
