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General Terms and Conditions of Schnittger
(1) Every order from a buyer must be confirmed, in writing, by the vendor; only then is the contract of sale concluded. Dispatch to the buyer or handover to the person charged with delivering the item replace the confirmation.
The contract overleaf, including these terms and conditions, describe what was agreed between the parties beforehand, in person or by telephone. Therefore, they are a commercial letter of confirmation. Should the buyer for some reason not return the copy of this contract, this will not affect the validity of the contract.
All deliveries and services – also those in the future – occur exclusively on the basis of the following conditions. General terms and conditions of the buyer are hereby contradicted. They are also unrecognised if they are not contradicted again after the vendor’s receipt.
(2) The vendor’s offers are subject to change in particular with respect to price, amount, delivery time and delivery possibility.
(3) The prices are calculated from the vendor’s supplier excluding the cost of packaging and other charges.
(4) The risk is transferred to the person making the order or the buyer with the dispatch of the goods; this also applies to partial deliveries. Should the dispatch of allocated goods be delayed at the request of the buyer or as a result of other circumstances for which the vendor is not responsible, the risk is transferred to the buyer with the notification of readiness for dispatch.
(5) If the agreed delivery date is exceeded by more than four weeks, the buyer is entitled to set an additional delivery deadline of four weeks. The buyer has the right to withdraw from the contract after the expiry of this deadline. Withdrawal must be stated in writing immediately after the expiry of the deadline.
If the vendor cannot adhere to the additional delivery deadline through no fault of their own, the buyer is entitled to exercise the right of withdrawal two months after the exceeding of the original delivery date.
Partial deliveries are permitted.
Contractual or legal rights to compensation for the buyer are excluded as far as is legally permissible. In any case, compensation is limited to the foreseeable damage and does not include the buyer’s loss of earnings. These liability limitations do not apply for intentional or negligent actions on the part of the vendor, for breaches of contractual obligations or for injury to a person’s life and health.
(6) If the buyer does not accept the goods, the vendor is entitled to withdraw from the contract or demand compensation due to violation of contract after setting a grace period of four weeks. As damages, the vendor can demand, without proof, 10 per cent of the purchasing price or compensation for the actual loss sustained.
(7) The acceptance of a draft requires express agreement; it is not a valid payment.
A cash discount deduction is only permissible from the invoiced value of the goods. If the buyer exceeds the payment deadline, the vendor may demand interest to the amount of 8 per cent over the respective base rate of the Deutsche Bundesbank, at least 6 per cent.
The buyer is not entitled to claim a right of retention with respect to the vendor’s due payment claims or to declare offsetting unless they are deemed undisputed or legally valid.
When payments are conducted via direct debit, the purchaser is obliged to give a binding collection authorization in advance. The vendor is entitled to send the pre-notification to the purchaser later than 14 days ahead of the payment due date.
(8) The delivered goods remain in the ownership of the vendor until the full payment of all money owed or arising from the scope of business with the buyer is completed.
The buyer is entitled to process the delivered goods within the framework of their orderly business operations. All processing takes place for the vendor; therefore the vendor is entitled to the ownership of the provisional and end product. As far as the ownership lapses via the processing of the goods, the buyer then transfers to the vendor ownership of the corresponding item to insure the claims according to Paragraph 1.The buyer is obliged to store the items which result from the processing for the vendor, safely and free of charge.
The delivered goods and the items resulting from the processing are to be marked by the buyer as the vendor’s goods.
The buyer is obliged to insure the goods in the ownership of the vendor at their own expense against fire, water and other damage. The buyer then relinquishes their claims to the insurance amount in this respect to the vendor insofar as it affects the goods under retention or replacement value.
The buyer is entitled, subject to reservations, to resell the delivered goods or items resulting from the processing within the framework of their orderly business operations. They then relinquish to the vendor all outstanding money owed from the resale and the business relationship to their customers in conjunction with the resale along with ancillary rights. The buyer is entitled and obliged to collect the relinquished money as long as the vendor does not revoke this right. This especially applies to suspensions of payment. At the request of the vendor the buyer shall indicate without delay, in writing, the customers and the money owed to them from the resale.
The buyer is not entitled to other disposal over the goods under retention or the relinquished money. The buyer shall inform the vendor without delay of any impairment of rights to the goods under retention (for example attachments, freezing orders via third parties).
If the buyer is in arrears with their payment obligation or if they breach an obligation resulting from the retention of title, the entire remainder of the debt shall become payable. The vendor is entitled to demand the delivery of the goods and to collect them from the buyer. The buyer has no right to ownership.
The vendor is obliged to transfer the goods acquired under retention of title and the relinquished money at the request of the buyer, as long as their value does not exceed the amount of money owed to the vendor by more then 20 per cent.
(9) The buyer has neither a claim to compensation nor the right to demand a replacement delivery or declare a withdrawal if there are variations in quality. The buyer may, however, demand compensation for the reduced market value, unless the vendor agrees to the withdrawal of the goods. In the latter case, the business transaction is deemed to be annulled with the exclusion of all mutual compensation claims. The buyer shall then hold the goods at the disposal of the vendor at the place of destination and hand them over there. Objections which are not made to the vendor within three days after the goods have been delivered to the place of destination – outside the Federal Republic of Germany within seven days – are late and void.
Complaints are only valid if they occur within the time stated, in writing, and if the goods are still in their original condition. Complaints are only recognised for damages which are apparent on the raw materials. Furthermore, for damages and loss in weight caused by a period of storage of more than six weeks, any liability will be strictly denied. A complaint does not exempt the buyer from paying the purchasing price.
All claims for compensation are moreover excluded.
If the purchase is a commercial transaction for both parties, a period of examination and complaints alternatively applies as they would be observed according to Section 977 German Commercial Code.
(10) If reasonable doubt arises as to the buyer’s capacity to pay or creditworthiness after the receipt of the order, the vendor is entitled to demand according to their own choice either a cash payment or security before the delivery, or to withdraw from the contract and demand from the buyer compensation for expenses. Doubts are especially justified if an internationally active, registered del credere insurer refuses to secure the purchasing price demand, or, in case of a partial refusal, the according amount.
(11) Should individual clauses of these delivery conditions or the contract be or become invalid, the validity of the remaining clauses remains unaffected. The parties to the contract are obliged to agree to a new clause which is as close as possible to the economic objective of the invalid clause. The same applies to a regulatory gap.
(12) The place of execution and the court of jurisdiction for all disputes, including the process concerning bills of exchange and cheques, is Bogen-Oberaalteich exclusively. The agreement on jurisdiction also applies to all cases in Section 38 Paragraph 3 German Code of Civil Procedure. The law of the Federal Republic of Germany applies exclusively.
(13) Any type of disturbance in operations, for example as a result of strikes or lockouts, military complications in Germany and the countries of origin or transit as well as the influence of acts of God entitle us to delay the delivery or to withdraw from the contract. We are also entitled to these rights if the price of rawhide increases to an unusual extent in the time between our order confirmation and the delivery. The extent is unusual if the price of rawhide increases by more than 15 per cent in comparison to the time of the conclusion of the contract.
(14) We only collect, store, modify, process or pass on personal data for the purpose of conducting business with our customers and processing their orders. Personal data is only passed on to service providers and contractors that assist us in performing such business activities.