TERMS AND CONDITIONS (Ts and Cs)

 

of Schönwolf-Hamburg regarding the sale and delivery of products and services:

 

The following terms and conditions only apply for the commercial and public sector as per § 24, clauses 1 and 2 of the General Terms and Conditions Act and apply to all future transactions unless agreed otherwise.

 

 

VALIDITY of the Ts and Cs:

These conditions are considered valid as soon as products or services are received. Purchasers’ acknowledgements referring to his own terms and conditions are hereby expressly rejected. Deviations from these Ts and Cs are only effective if confirmed by Schönwolf Hamburg.

 

 

OFFER AND CONTRACT:

The offers are subject to change and non-binding. Schönwolf Hamburg reserves the right to make a minimum charge of € 50 per offer for costly offers which do not lead to an order being placed. The written or electronic confirmation of Schönwolf Hamburg is required for acceptance agreements and orders to be legally valid. The same applies for amendments, alterations or side agreements. Illustrations, diagrams, dimensions, weights and other service data are only binding if expressly agreed in writing.

 

 

PRICES AND PAYMENT CONDITIONS:

The prices are subject to change and, unless agreed otherwise, exclusive of additional costs such as packaging, postage, etc. and insurance, up to a net good value of € 400.00 ex works. Packaging will be carried out in accordance with the judgement of Schönwolf Hamburg and charged at the cheapest price. Prices do not include the VAT applicable on the day of delivery.
The prices rendered in special offers require that the specified brands and quantities are available in unrestricted supply for order and certification. Payments for special prices are always excluded from additional bulk and trade allowance discounts.
Invoices are payable 21 days after the invoice date in full. Delay shall commence after this term expires. Schönwolf Hamburg is entitled to demand interest of 2.0% above the applicable EZB base rate (up to 9.5% interest) when this payment term is exceeded (delay) and reserves the right to make an additional compensation claim. Schönwolf Hamburg will allow a 2% discount for payments within 10 days of the invoice date, provided previous invoices have been settled.
Drafts are not discounted. Cheques will only be accepted on account of payment; the purchaser will be liable for cheque processing costs.
If the prices are generally raised or lowered in the period between the confirmation of the contract and delivery, the purchase is entitled to withdraw from the contract within 14 days of the price alteration being announced. Schönwolf Hamburg reserves the right to use payments for the settlement of the oldest invoice items plus applicable delay interest and costs, in the order: costs, interest, principal claim. Consent is required for settlement with counterclaims other than undisputed or legally fixed counterclaims as well as the exercising of the right to deny and withhold services in return for purchase price claims.
Schönwolf Hamburg is entitled to demand advance payments or guarantees for further deliveries subject to further claims in the case of doubt regarding the purchaser's ability to pay, particularly in the case of delayed payments.
Designs are always invoiced for cost reasons and may not be returned. The settlement of designs with a credit in accordance with the principal of proportionality may be announced with an order assigned at a later time.

 

 

DELIVERIES AND SERVICES:

Delivery timescales are non-binding, unless agreed otherwise in writing. Partial deliveries are permitted. If a definite delivery date is agreed, the purchaser must set an appropriate grace period of at least 4 weeks in the case of delay on the part of Schönwolf. If the delivery is not made by the end of the grace period, the purchaser is entitled to withdraw from the contract.
The delivery and service timescales begin on the day that the order confirmation is sent and is considered adhered to if the goods have left the factory or warehouse by the end of the period or the readiness of the goods to be shipped has been announced if shipment is possible.
Schönwolf Hamburg is not liable for delivery and service delays due to force majeure, official measures or other unforeseeable circumstances - including subsequent material procurement difficulties, operational interruptions, lack of staff, lack of transport vehicles, etc.- in the case of binding timescales. These circumstances are grounds for the delivery or service being postponed by the duration of the delay plus an appropriate start-up period or withdraw in whole or in part from the contract due to the section yet to be fulfilled. Compensation claims of the purchaser are excluded.
If the purchaser does not accept the products or services, Schönwolf Hamburg is entitled to withdraw from the contract after setting a grace period of ten days after the contract or demand compensation due to non-fulfilment. In the latter case, Schönwolf Hamburg is entitled to demand 30% of the purchase price or replacement of the actual damages without proof of damages.
The shipment shall take place from the factory or warehouse and on the purchaser’s risk and expense. Delays to the shipment caused by the purchaser will cause the risk to be transferred at the time that the shipment is declared ready for shipment. Schönwolf Hamburg is not liable for damages and losses during the transport. In the case of damages incurred during transport, compensation claims are to be secured by charging employees of the shipping company in good time to confirm the damage. Externally obvious damages or losses must be marked with a corresponding mark on the consignment note prior to acceptance of the good. In the case of rail transport, a record of the facts must be requested from the railway company. In the case of package shipments, the damage must be certified in writing by the shipping company prior to the acceptance of damaged packages. Damage that only becomes obvious once unpacked, the shipment company is to be informed in writing without delay.
Packaging materials and damaged products are to be left in as unaltered a state as possible until the record of the facts is received.
Schönwolf Hamburg has no insurance responsibilities.
A flat rate charge of € 15.00 applies to deliveries and services rendered directly to third parties at the request of the purchaser.
A flat rate charge of € 15.00 applies to orders under € 100.00 of the net good value.

 

 

RETURNS:

Carriage paid returns of delivered products and packaging is only possible with express written consent. If a credit is issued for the return of products delivered without defects, € 15.00 plus at least 10% of the value of these goods will be calculated from flat rate costs and loss of profit.
The return of breathing filters, purpose-built items, purpose-built offers or products manufactured at the wish of the purchaser is excluded.

 

 

NOTIFICATION OF DEFECTS AND GUARANTE:

If the delivery item is defective or devoid of guaranteed characteristics or becomes defective during the guarantee period, Schönwolf Hamburg must make either a replacement delivery or repair the item at its discretion,  excluding further guarantee claims of the purchaser.
Notifications of any confirmed defects must be made in writing immediately (at most 7 days after obvious damages become obvious).
The purchaser must provide Schönwolf Hamburg with the item or design in question for the rectification of defects; otherwise the guarantee shall cease to apply.
If operation or maintenance instructions are not followed, alterations made to the product, parts substituted or consumables used which do not comply with original specifications, the guarantee shall cease to apply. The above paragraphs contain the guarantee for the delivery and exclude other guarantee claims of any kind.

 

 

 

RETENTION OF TITLE:

Schönwolf Hamburg shall retain the title for the delivered products until all claims have been paid in full. The purchaser is entitled to sell the retained goods in proper trade provided it is not in default. Assignments or transfers by way of security are not permitted. The purchaser assigns the claims arising from further sale or a specific legal basis regarding the retained goods in full. The purchaser irrevocably entitles Schönwolf Hamburg to recover the assigned claims on its behalf in its own name. Upon request of Schönwolf Hamburg, the purchaser will disclose the assignment and provide the required disclosures and documents.
In the case of third party access to the retained goods, the purchaser will refer to the property of Schönwolf Hamburg and inform Schönwolf Hamburg without delay. The purchaser shall be liable for costs and damages.
If the purchaser acts contrary to the contract, Schönwolf Hamburg is entitled to reclaim the retianed goods at the expense of the purchaser or demand the assignment of the claims for return of the purchaser to third parties. Schönwolf Hamburg is also exclusively entitled in this case to inform the recipients of the purchaser of the assignment of the claim of the purchaser to Schönwolf Hamburg and recover the claim. The reclaim and pledge of the retained goods by Schönwolf Hamburg does not constitute withdrawal from the contract.

 

 

COPYRIGHT:

Schönwolf Hamburg reserves unrestricted property and copyright exploitation rights to illustrations, technical documents and other know-how information; these may not be made available to third parties.

 

 

LIMITATION OF LIABILITY:

Contractual or non-contractual compensation claims are excluded unless Schönwolf Hamburg or its agents act with gross negligence or intent. These claims shall fall under the statute of limitations 6 months after receipt of the products and services by the purchaser. Under the same condition, liability for indirect damages of any kind, particularly for personal injury, material damages and malfunctions as well as specific consequential damages.

 

 

PLACE OF FULFILMENT; COURT OF JURISDICTION; USE OF DATA:

The place of fulfilment for the performance of the purchaser is Hamburg. German law shall apply exclusively.
Schönwolf Hamburg is entitled to process data about the purchaser procured as part of the business relationship in line with the German Federal Data Protection Act whether these originate from the purchaser itself or from third parties.
Hamburg, 10/2006