General Terms and Conditions of Sale and Delivery of Schattdecor SE
1. Scope, Form
(1) The following terms and conditions of sale and delivery apply to all business relationships between the Seller (Schattdecor SE) and its customers ("Buyer"). These conditions only apply if the Buyer is an entrepreneur (Section 14 Civil Law Book), a legal entity under public law or a special fund under public law.
(2) Unless otherwise agreed, these terms and conditions apply in the version valid at the time of the Buyer's order or at least in the version last communicated to him/her in text form as a framework agreement for similar future contracts without the Seller having to refer to them again in each individual case.
(3) These conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if, and to the extent that, the Seller has expressly agreed to their validity. This requirement of consent applies in any case, for example even if the Seller carries out the delivery to him/her without reservation, knowing the Buyer's terms and conditions.
(4) Individual agreements made with the Buyer on a case-by-case basis (including side agreements, additions and changes) always take precedence over these conditions. A written contract or written confirmation from the Seller is authoritative for the content of such agreements, subject to evidence to the contrary.
(5) Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction in price) must be in writing, i.e. to be submitted in writing or text form (e.g. letter, email, fax). Statutory formal requirements and other evidence, in particular in the event of doubts about the legitimacy of the declaring party, remain unaffected.
2. Orders and Offers
(1) Offers by the Seller are non-binding. Purchase contracts are only concluded with a written confirmation or acceptance by the Seller or with delivery of the goods. In the case of short-term delivery, the invoice can be used instead of the order confirmation.
Oral or telephone agreements are only binding if they are confirmed in writing.
(2) Information in documents, illustrations, brochures, catalogs or other sales documents of the Seller, including the items, weights and dimensions listed there, are non-binding, unless they are expressly designated as binding.
(3) The dimensions, weights and quantities specified by the Seller are within the scope of customary tolerances and are not a guarantee of quality in the Seller's offers and order confirmations either. The measured values come from freely programmable additional equipment. The calibrated measured values can be viewed.
3. Order Execution
(1) Initial orders are produced according to the unpressed samples submitted by the Seller and confirmed by the Buyer. If samples from the laboratory machine are used as templates, there may be unavoidable differences in the printout due to the different printing conditions in the production machine.
When using pearl, pearlescent or special ink, significantly larger color connection tolerances are required.
(2) Master samples are taken from the first order, which apply as a binding template for all subsequent orders of the Buyer. If the original sample is to be changed, a written agreement between Seller and Buyer is required.
(3) The Buyer is in no way exempt from checking the Seller's products for their suitability for the intended processing. The Seller is not responsible for changes and deviations in the visual impression or in the technical behavior of the papers that arise as a result of the treatment and processing by the Buyer and / or the use of operating and auxiliary materials. The Seller has no influence on other technical properties of the paper, such as the usual width expansion during the impregnation process, and does not assume any liability for this either.
(4) No claims for damages can be derived from exceeding delivery dates.
In particular, the Seller is released from his delivery obligation if circumstances arise that make delivery permanently or temporarily difficult or impossible, such as track closures, strikes, lockouts, natural disasters, fire, war, lack of necessary raw and auxiliary materials, failure of machines, manufacturing facilities or the energy supply as well as in cases of force majeure. If the Seller has already produced partial quantities, the Buyer is obliged to accept the finished goods on the terms agreed for the entire order.
4. Wage Pressure
(1) If the Buyer provides paper, it is to be delivered free of charge and previously checked by the Buyer for its quality and later to check further processability. If there are additional processing costs due to fluctuations in the quality of the material, these will be borne by the Buyer.
(2) The Seller endeavors to keep the amount of waste as low as possible in accordance with the condition of the delivered material.
(3) The Seller acquires proportional co-ownership of the uniformly manufactured new item in the ratio of the value of the delivered material to the value of the newly manufactured item, both by printing the material delivered by the Buyer and by processing it and / or mixing it with other materials, but at least amounting to the services provided by the Seller.
5. Delivery, Prices and Payment
(1) Delivery terms are ex works from the Sellers’ facility. The Seller reserves the right to deliver an excess or a shortfall of up to 10%.
(2) The prices listed in the order confirmation for the scope of services and delivery apply. The prices will be applied in euros for ex works of the Seller excluding packaging and plus sales tax at the statutory rate. All shipments are made at the Buyer's expense and risk and are not insured by the Seller.
(3) Invoices are due for net payment (without deduction) within 30 days of the invoice date. If payment is made within 10 days of the invoice date, a 3% discount is granted. Means of payment other than bank transfers, especially checks, are only accepted with reservation. Payment by bill of exchange is only permitted by prior agreement, free of charge for the Seller and without a discount. The day on which the amount is available to the Seller is deemed to be the day of payment. If the payment deadline is exceeded, the Seller is entitled to charge default interest at a rate of 8% above the respective base rate.
(4) Insofar as there is an obligation on the part of the Seller to make advance payments in a contract, delivery can be refused if circumstances become known after the conclusion of the contract which call in question the Buyer's ability to perform, in particular if the customer credit insurer cuts or significantly shortens the Buyer's credit limit, or the credit limit has been reached, which endangers the Seller's payment claim. The right to refuse performance does not apply if the consideration is effected or security is provided for it.
6. Retention of Title
(1) The goods remain the property of the Seller until all current and future claims from the sales contract and an ongoing business relationship, including ancillary claims, claims for damages and cashing of checks and bills of exchange, have been paid in full. The Buyer is entitled to process and sell the goods taking into account the following provisions:
(2) The Buyer's authority to process retained goods subject to retention of title in the ordinary course of business ends, without prejudice to the revocation by the Seller, which is permissible at any time, with a sustained deterioration in the Buyer's financial situation or if bankruptcy or settlement proceedings are initiated against the Buyer's assets.
(3) By processing the retained goods subject to retention of title, the Buyer, who processes the goods in the name and for the account of the Seller, does not acquire ownership of the new item in accordance with Section 950 Civil Law Book. If the retained goods subject to retention of title are processed, mixed or blended with other items, the Seller acquires joint ownership of the new item in the ratio of the value of his/her retained goods to the total value of the new item.
(4) The Buyer hereby assigns the claim with all ancillary rights from the resale of the retained goods subject to retention of title to the Seller, also to the extent that the goods have been processed, mixed or blended and the Seller has acquired co-ownership of them amounting to the invoice value. On this assignment, the Seller is entitled to a fraction of the respective purchase price claim in relation to the invoice value of his/her retained goods subject to retention of title to the invoice value of the item. If the Buyer has sold this claim as part of real factoring, he/she assigns the claim against the factor that replaces it to the Seller and immediately forwards his/her sales proceeds to the Seller. The Seller accepts this assignment.
(5) The Seller will not collect the assigned claims as long as the Buyer meets his/her payment obligations or his/her financial circumstances do not deteriorate significantly. The authorization to collect expires in the event of default in payment and significant deterioration in the Buyer's assets. In this case, the Seller is authorized by the Buyer to inform the customer of the assignment and to collect the claim himself/herself. Upon request, the Buyer is obliged to provide the Seller with an exact list of the claims to which the Seller is entitled with the names and addresses of the buyers, amounts of the individual claims, invoice date, etc. and to give the Seller all information necessary for the assertion of the assigned claims and to allow this information to be checked. Amounts received by the Buyer from assigned claims are to be kept separately for transfer. The Buyer is entitled to collect the claims himself/herself as long as the Seller does not give him/her any other instructions.
(6) The retention of title also remains if individual claims of the Seller are included in a current invoice and the balance is drawn and recognized. The Seller is entitled to retention of title not only for the recognized and abstract final balance, but also for the causal balance.
The Buyer assigns to the Seller the claims on the balance in accordance with Section 355 Civil Law Book amounting to the due claim of the Seller.
(7) The Seller already releases fully paid deliveries in accordance with the Buyer's instructions if the security provided by the retention of title exceeds the claim to be secured by 10%.
(8) Pledging or assignment as security of the retained goods subject to retention of title or the assigned claims are not permitted. The Seller is to be notified immediately of any attachments, stating the attachment creditor.
(9) If the Seller takes back the delivered goods due to his retention of title, the contract is only withdrawn if the Seller expressly declares this. Claims on retained goods that the Seller has taken back may, at his/her discretion, be deemed satisfied.
(10) The Buyer keeps the retained goods subject to retention of title for the Seller free of charge. He/she has to insure them against the usual risks such as fire, theft and water to the usual extent. The Buyer hereby withdraws his/her compensation claims, which he/she incurs from damage to the above named type against insurance companies or other persons obliged to pay compensation to the Seller amounting to his/her claims.
(11) Rights from the retention of title and all special forms of it specified in these conditions apply until fully released from contingent liabilities which the Seller has entered into in the interests of the Buyer.
7. Guarantee of the Seller
(1) If a deterioration in the Buyer's financial circumstances becomes known or if the Buyer defaults on a payment, the Seller has the right to demand immediate payment of all outstanding invoices, including those that are not yet due, and payment for all outstanding deliveries should be requested before delivery of the goods.
(2) The Seller is not obliged to make any further delivery from an ongoing contract until full payment of invoice amounts, including default interest, is made. In addition, the Seller has the rights to which he/she is entitled according to Section 326 Civil Law Book.
(3) The offsetting of contested counterclaims against invoice amounts due, as well as deductions of any kind, are not permitted. In particular, in the event of complaints about the goods, the Buyer is not entitled to withhold payment of the invoice amounts due until the matter has been clarified or to reduce the invoice amounts on his/her own initiative.
(1) When using samples and artwork from the Buyer, the Buyer is responsible for ensuring that no third party rights are violated. The Buyer has to release the Seller from claims of third parties and to pay compensation for the damage incurred.
(2) The samples and artwork of the Seller may not be used without his/her consent and remain his/her property, even if they are billed to the Buyer.
9. Notice of Defects
Externally detectable defects (transport damage, etc.) must be reported to the delivering carrier immediately upon receipt of the goods. Other defects are to be reported to the Seller in writing within 14 days, submitting appropriate samples. For goods recognized by the Seller as defective, the Buyer can only request a reduction in the purchase price or delivery of defect-free goods with the return of the goods, excluding all other claims. The limitation period for all claims for defects is 12 months, calculated from the transfer of risk. Any liability is excluded after the goods have been used or processed.
10. Place of performance, applicable law and place of jurisdiction
(1) Rosenheim is the place of performance for delivery and payment.
(2) The civil law of the Federal Republic of Germany applies exclusively to all legal relationships between the Seller and the Buyer. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
(3) The place of jurisdiction for both sides is Rosenheim, Germany. However, the Seller is also entitled to take legal action at the Buyer's general place of jurisdiction.
11. Severability Clause
The validity of other agreements shall not be affected should a provision be or become wholly or partially void or legally ineffective for any reason. The Buyer and the Seller agree that an invalid agreement will be replaced, if possible, by a valid agreement that is equivalent to its economic success. The same applies to the existence of a loophole.
As of: October 2020