TERM / AGB
§ 1 GENERAL – SCOPE
1. The following terms and conditions apply to all business activity between SchupplerSchwarz GmbH and the customer. The version is valid that is applicable at the time the contract was concluded.
2. Under our terms and conditions customers are considered to be natural entities that enter into a business relationship but do not act as independent contractors or as a commercial business. Under our terms and conditions companies are considered to be natural or legal entities or private companies, who enter into a business relationship acting as independent contractors or as a commercial business.
Under our terms and conditions customers are both customers and independent contractors.
3. Agreements which deviate, supplement, or are in opposition to the general terms and conditions of business will not be considered to be part of the contract, unless their validity is explicitly agreed to in writing.
§ 2 CONCLUSION OF THE CONTRACT
1. Our offers are subject to change without notice. We also reserve the right to make technical modifications and other changes as long as they are reasonable.
2. By placing an order the customers makes a legally binding offer to contract. We will immediately confirm receipt of the customer’s order. Confirmation of receipt does not require us to accept the order. However, confirmation of receipt can be made together with the declaration of acceptance.
3. We are entitled to accept the contractual offer which is part of the order, for a period of three business days after receipt. We are entitled to reject the order after examining the creditworthiness of the customer if necessary. We are entitled to limit the size of orders if the order exceeds the usual quantity.
4. The conclusion of the contract is based on our reserved right to delay delivery or make only partial deliveries in cases where our suppliers do not deliver in a proper or timely fashion. The customer will be informed immediately if orders are not available or only
partially available. Any advanced payment will be promptly refunded.
5. The wording of the contract is stored digitally by us and sent to the customer via e-mail after the contract is concluded along with the terms and conditions that take effect.
§ 3 RIGHT TO CANCELLATION AND RETURN OF MERCHANDISE
3.1. CANCELLATION TERMS
RIGHT TO CANCELLATION
You may cancel your contract in writing (e.g. letter, e-mail) without stating a reason within 14 days or by returning the merchandise before expiry of the revocation period. The revocation period begins after receipt of this notification in writing, but not before the goods have been received by the recipient (in the case of recurrent deliveries of similar goods, then not before receipt of the first partial delivery) and also not before fulfilling our information requirements under Section 246 § 2 in connection with § 1 paragraph 1 and 2 BGB (German Civil Code) as well as our obligations under § 312g paragraph 1 sentence 1 BGB in connection with Section 246 § 3 BGB. Sending notification of cancellation or returning the merchandise within the revocation period is adequate. The notice of cancellation or the return of merchandise must be sent to:
Ruststr. 21, 04229 Leipzig, Germany
or mail to: firstname.lastname@example.org
EFFECTS OF REVOCATION
In the event of a valid cancellation, each party shall surrender any received goods and services and any eventual profit derived therefrom (e.g. interest). If the received goods and services cannot be returned in their entirety or at all, or can only be returned in a deteriorated state, then the customer will be liable to pay compensation to us accordingly. Compensation is due only if the returned goods and services display usage or deterioration that is beyond what is considered normal when inspecting and handling the goods. “Testing quality and functionality” refers to inspecting and evaluating the respective goods as you normally would have been able to in an ordinary retail store. In cases of revocations and returns, the risks of shipping transportable goods are borne by us. Reimbursement requests by the customer must be made within 30 days. The revocation period for you begins when you have sent notice of cancellation or have returned the goods, and for us it begins upon their receipt.
END OF CANCELLATION
3.2 PERSONALIZED GOODS
The right of cancellation does not apply to distance contracts for delivery of goods on orders where customers specifications apply or are clearly tailored to personal specifications or, due to there nature, are not suitable for return.
§ 4 TERMS OF DELIVERY, DELIVERY TIMES, AND CHARGES
Our current shipping and handling conditions can always be found at the orders and shipping
§ 5 DUE-DATE, PAYMENT, AND ARREARS
1. The price of the offer is binding. The legal amount of VAT is included in the price.
§ 6 OFFSET, RIGHT TO REFUSE PAYMENT
The customer is entitled to an offset if his claims for compensation are determined to be valid or they are accepted by us. The customer may only exercise a right to refuse payment for compensation claims is based on the same contractual relationship.
§ 7 RETAINING OWNERSHIP
1. We reserve ownership rights to the property until the customer has paid the purchase price in full. For payments made via bank draft the goods do not become property of the customer until the purchase price is fully transferred and no debits are returned. For independent contractors we retain ownership rights of the goods until full payment for all invoices relating to the ongoing business transaction are received.
2. The customer is obligated to inform us if third parties have a legal attachment against the goods and to inform us immediately concerning damage or destruction of the goods. The customer is obligated to inform us immediately concerning a change in the possession of the goods or a change in the customer’s address.
3. We are entitled to rescind the contract and demand return of the goods if the customer is found to be in breach of contract, declared to be in default of payment, or infringements of duties occur as outlined in § 2.
4. The independent contractor is entitled to resell the merchandise during the normal course of his business operation. The independent contractor immediately assigns to us all income rights that are associated with the resale of the goods to a third party until our invoices are settled. We hereby accept this transfer of rights. The independent contractor is still entitled to collect on open accounts with third parties even after assignment of ownership rights to us. We retain the right to collect these debt claims if the independent contractor no longer meets his payment obligations in a timely manner and is declared to be in default.
5. Handling and processing of the goods by the independent contractor always takes place on behalf of us and in our name. We retain ownership of newly processed items in proportion to their original value as supplied by us prior to any reprocessing with materials foreign to us. The same applies if the product is mixed with other materials foreign to us.
§ 8 LIABILITY FOR DEFECTS / LIMITATIONS ON AND EXEMPTIONS FROM
1. The customer may choose between subsequent improvement and replacement of defective goods delivered. We are entitled to refuse the method of subsequent improvement if the costs are disproportionate to the value of the goods and an alternate method does not adversely affestct the customer. For independent contractors we reserve the right to choose between subsequent improvement and replacement delivery if the goods are defective.
2. Insignificant defects do not entitle the customer to withdraw from the contract.
3. Independent contractors must inform us in writing concerning any obvious product defects within one week after receipt of the goods; otherwise warranty claims can no longer be asserted. Compliance with the deadline is determined by the post date of the correspondence. The independent contractor has the burden of proof for all claims asserted, in particular for the defect itself, for the time during which the defect was discovered, and for the punctuality of reporting the claim.
4. Non-commercial customers are granted a 1 year warranty period starting with the delivery date. Independent contractors are granted a 1 year warranty period starting with the delivery date. Used goods have a warranty period of 1 year after delivery. The one year warranty period does not apply if negligence on our part can be proven or in such cases where injuries, health risks, or loss of life can be attributed to us. Our potential liability under the product liability law remains in effect. Parents are responsible for their children.
5. Our liability is limited to the predictable and contract typical average amount of damage associated with minor negligent breaches of duty. This also applies for insignificant breaches of duty by our legal representatives or our commercial assistants. We can not be held liable by independent contractors for minor negligence and insignificant breaches of contractual duty.
6. The previously stated limitations of liability do not affect claims made by the customer based on product liability. The liability limitations concerning bodily harm, health risks, and loss of life by the customer non-attributable to us still apply.
7. We are not responsible for the content of third-party websites accessed through links set by us. We do not endorse or adopt any content found on third-party websites. Should we become aware of such third-party web sites containing unlawful content we will immediately block access to these sites.
8. The customer exempts us from any compensation claims involving damage to the customer by a third party – irrespective of whether such acts are deliberate or attributed to negligence.
§ 9 FINAL PROVISIONS, APPLICABLE LAW
1. The law of the Federal Republic of Germany shall apply. This choice of law shall only apply to the extent the customer is not deprived of his standard legal rights that would otherwise protect him in his country of residence when not contracting for professional
or commercial reasons.
The United Nations Conventions on Contracts for the International Sale of Goods is not applicable.
Our principal place of business shall be the exclusive venue of jurisdiction concerning all disputes arising under this contract if the customer is a businessperson, a legal entity under public law, or a public special-purpose fund. The same applies even if the customer does not have general court jurisdiction in Germany or the residence and the usual domicile of the customer is unknown when the law suit is filed.
Should any individual provision of this contract with the customer, to include the general terms and conditions of business, or any part of any provision is or becomes void, illegal, or unenforceable, the validity of the remaining provisions hereof shall not be affected. In such cases, the invalid provisions shall be replaced by provisions that are closest to ensuring the economic success of those provision being replaced.
Leipzig, March 2016