agb_e.htm, updated: 17 NOV 2007
General Terms of Sale and Supply (AGB)
of Schulze Elektronik GmbH
Schulze Elektronik GmbH
Prenzlauer Weg 6
64331 Weiterstadt
Telefon: +49 (0) 6150-1306-5
Telefax: +49 (0) 6150-1306-99
E-Mail: sales@schulze-elektronik-gmbh.de
Amtsgericht Darmstadt (Darmstadt district court)
Handelsregister-Nr.: HR B 5616 (Trade register No.)
V.A.T. No.: DE 160019328
Geschäftsführer: Matthias Schulze, Dipl.-Ing. (Managing Director; graduate engineer)
These Terms have been drawn up
in German language.
Any English translation is made available for reading
purposes only and the German version prevails in case of any discrepancies in
the wording.
I.
Purview
1.
These Terms of Sale and Supply are applicable to all
business relations between the company of Schulze Elektronik GmbH (hereinafter
known as “SCHULZE ELEKTRONIK”) and its customers for the supply of goods and
services.
2.
Section II. of the following Terms of Sale and Supply applies
exclusively to transactions with consumers. The consumer is defined as
the individual person who concludes a legal transaction for a purpose which
cannot be attributed to his / her commercial or independent professional
activity.
3.
The Terms of Sale and Supply included in Section III. for Business
Customers apply exclusively to business customers, e.g. all dealers listed
with Schulze (commonly known as “model making dealer”.
II. General Terms of
II. 1. Tenders and
Tender Documents
(a)
The portrayal of the SCHULZE
ELEKTRONIK range of goods on Internet sites, in catalogues or in displays
constitutes a non-binding offer; it does not constitute a legally binding
tender.
(b)
Unless otherwise indicated, all
stated prices include statutory Value Added Tax (VAT), but exclude carriage
costs and other incidental services such as training, installation, special
accessories, software etc.
(c)
The customer orders the goods he
wishes to acquire by sending or transferring all the information requested. The
customer’s order constitutes a binding tender. A contract is accomplished when
SCHULZE ELEKTRONIK accepts the tender. Acceptance may take the form of despatch
of goods or confirmation of the individual contract. Confirmation of receipt of
order which is sent automatically serves only to inform the customer; it does
not constitute acceptance of contract.
(d)
SCHULZE ELEKTRONIK is entitled to
accept the tender within a period of two weeks.
(e)
The foregoing does not apply to the
processing of legal transactions by means of on-line marketplaces and / or
on-line auctions. In this case the only terms of business which are relevant to
conclusion of contract are the AGB of the operator of the relevant marketplace
or auction.
II. 2.
Due Dates, Settlement
and discount
(a)
Unless otherwise marked or agreed
upon, our invoices are payable net within ten days of receipt of invoice,
relevant is our receivement of payment.
(b)
The customer is only entitled to
settlement rights if his counter-claims are found to be legally valid,
undisputed or acknowledged by us. The customer is entitled to exert a right of
retention if his counter-claim is based on the same contract relationship.
(c)
To our own manufactures products we offer to consumers a quantity discount
schedule as follows: 5% net discount for quantities from 3 to 9 pieces, 10% for
quantities more than 10 pieces.
II. 3. Supply
(a)
Goods are supplied throughout
(b)
Compliance with the obligation to
supply goods is dependent upon the prompt and proper fulfilment of the
customer’s obligation.
II. 4.
Right of Cancellation
Right of
Cancellation
You are entitled to cancel your
declaration of contract within a period of two weeks, without stating your
reasons, either in text form (e.g. letter, fax, e-mail) or by returning the
goods. The cancellation period commences on the day after receipt of the
instruction, if at this time you have received the requisite information in
accordance with mail order law, and if we have fulfilled all obligations for
electronic business transactions. Where goods are supplied, the period does
not commence until the day after receipt of the goods, if at this time you
have received the instruction and if we have fulfilled the aforementioned
obligations. To observe the period all you have to do is despatch the notice
of cancellation or the goods promptly. The cancellation should be sent to:
Schulze Elektronik GmbH, Prenzlauer Weg 6, 64331
Consequences
of Cancellation
If a cancellation takes effect, the
services rendered to both parties must be repaid, and any revenue drawn
(e.g. interest) must be restored. Goods which can be sent by post may be
returned at our cost and risk. Goods which cannot be sent by post will be
collected from the customer. You must fulfil your obligation to refund
payments within a period of thirty days after despatch of your declaration
of cancellation. Please prepay any parcel sufficiently. We will reimbourse
postal charges immediately.
Yours - Schulze Elektronik GmbH
II. 5.
Liability for Defective Goods
(a)
The statutory guarantee period is two
years, commencing with the transfer of the goods.
(b)
In the case of used purchased items
the term of limitation for claims relating to defective goods is one year,
commencing with the transfer of risk.
(c)
It is the customer’s responsibility
to carry out a complete data back-up at his own cost before despatching
defective goods.
II. 6. Reservation of Title
(a)
SCHULZE ELEKTRONIK reserves title to
the purchased items until all payments relating to the contract have been
received.
(b)
The customer is responsible for
handling the purchased items with due care; in particular he must take out
adequate insurance for the purchased items to their new value at his own cost,
covering damage caused by fire, water and theft, until we have received full
payment in accordance with (a). Where maintenance and inspection work is
necessary, the customer must carry this out promptly at his own cost.
(c)
In the case of distraint or other
intervention on the part of third parties, the customer must promptly inform
SCHULZE ELEKTRONIK of this circumstance.
II. 7.
Data Protection
(a)
SCHULZE ELEKTRONIK stores personal
data for the purposes of contract processing, and will pass on the information
to third parties if required for this purpose. The customer expressly agrees to
the collection, processing and use of his personal data.
(b)
The contract text is stored, and can
also be examined after conclusion of contract.
(c)
The customer is entitled to deny or
cancel his approval of the aforementioned use and / or processing of his data at
any time by informing: Schulze Elektronik GmbH, Prenzlauer Weg 6, 64331
II. 8.
Jurisdiction and
Domicile
(a)
If, after conclusion of contract, the
customer moves his residence or usual abode out of the purview of the Federal
Republic of Germany, jurisdiction is the place of business of SCHULZE
ELEKTRONIK. This also applies if the residence or usual abode of the customer
are not known at the time the complaint is issued.
(b)
The legal relationships of the
parties shall be governed by German law with exclusion of the United Nations
Convention of
III. General Terms of
III. 1. Tenders and Tender
Documents
(a)
Provisions
which are at variance with these AGB are only valid if they are confirmed in
writing by SCHULZE ELEKTRONIK. This also applies if SCHULZE ELEKTRONIK supplies
services without reservation in the knowledge of the customer’s conflicting or
differing AGB.
(b)
Unless otherwise indicated, all
stated prices include statutory Value Added Tax (VAT), including carriage costs.
The portrayal of the SCHULZE ELEKTRONIK range of goods on Internet sites, in
catalogues or in displays constitutes a non-binding offer; it does not
constitute a legally binding tender.
(c)
The customer orders the goods or
services he wishes to acquire by sending or transferring all the information
requested. The customer’s order constitutes a binding tender. A contract is
accomplished when SCHULZE ELEKTRONIK accepts the tender. Acceptance may take the
form of despatch of goods or confirmation of the individual contract.
Confirmation of receipt of order which is sent automatically serves only to
inform the customer; it does not constitute acceptance of contract.
(d)
SCHULZE ELEKTRONIK is entitled to
accept the tender within a period of two weeks.
(e)
We reserve the right to provide a
service of equal value in price and quality to that of our tender, and not to
supply where goods are not available.
(f)
The foregoing does not apply to the
processing of legal transactions by means of on-line marketplaces and / or
on-line auctions. In this case the only terms of business which are relevant to
conclusion of contract are the AGB of the operator of the marketplace or
auction.
III. 2.
Due Dates and Settlement
(a)
Unless otherwise marked or agreed
upon, our invoices are payable a) by dealers listed with Schulze (commonly known
as “model making dealer”) net within thirty days, and b) by all other business
customers net within ten days of receipt of invoice, relevant is our receivement
of payment.
(b)
The customer is only entitled to
settlement rights if his counter-claims are found to be legally valid, or are
undisputed and acknowledged by us. The customer is entitled to exert a right of
retention if his counter-claim is based on the same contract relationship.
(c)
Discounts may only be deducted with
specific written agreement.
III. 3.
Delivery Time
(a)
Unless indicated otherwise, goods are normally delivered within ten working days
of receipt of order.
(b)
Compliance with the obligation to supply goods is dependent upon the prompt and
proper fulfilment of the customer’s obligation. We reserve the right to object
to unfulfilled contracts.
(c)
If the customer is in default or culpably infringes other obligations of the
collaboration, we are entitled to demand compensation for the damages arising,
including any additional expenses. We reserve the right to make additional
claims.
(d)
If the pre-conditions under (c) are present, the risk of accidental destruction
or accidental deterioration of the purchased goods passes to the customer when
the latter is dishonoured or defaults as a debtor.
(e)
We are liable in accordance with the statutory regulations if the relevant
purchase contract is a fixed transaction in the sense of § 286 Section 2 No. 4
BGB or of § 376 HGB. We are also liable in accordance with the statutory
regulations if the customer is entitled to maintain that his interest in the
continued fulfilment of the contract has lapsed due to delay in supply on our
part.
(f)
We are also liable in accordance with the statutory regulations if the delay in
supply is due to a deliberate or grossly negligent infringement of contract
which is our responsibility; we bear the blame on the part of our
representatives or our assistants. If the delay in supply is not due to a
deliberate infringement of contract on our part, our liability to pay
compensation is limited to the typical predictable damage.
(g)
We are also liable in accordance with the statutory regulations if the delay in
supply on our part is due to the culpable infringement of a significant contract
obligation; however, in this case the liability to pay compensation is limited
to the typical predictable damage.
(h)
If there is a delay in supply, we are also liable to pay compensation for each
complete week’s delay as part of a general delay compensation to the amount of
3% of the value of the shipment, but with a maximum of no more than 15% of the
shipment value.
(i)
Additional statutory claims and rights of the customer are not affected.
III. 4.
Transfer of Risk, Packaging
Costs
(a)
Goods are assumed to be supplied
“ex-works”, unless the contract confirmation states different terms.
(b)
If the customer wishes, we are
prepared to take out transport insurance to cover the goods shipment; the cost
of the insurance is payable by the customer.
III. 5. Liability for
Defective Goods
(a)
Claims on the part of the customer in respect of defective goods require that
the latter has properly fulfilled his obligation to examine and locate faults in
accordance with § 377 HGB.
(b)
If a defect is present in the purchased goods, SCHULZE ELEKTRONIK is entitled to
choose whether to correct the fault or supply a new, defect-free replacement. If
SCHULZE ELEKTRONIK opts to correct the fault, the company is obliged to bear all
expenses required for the correction, especially transport, travel, work and
materials costs, unless such costs are increased by the fact that the purchased
goods were transported to a different location than the domicile.
(c)
If the service fails, the customer is entitled at his own choice to demand
withdrawal or diminution.
(d)
SCHULZE ELEKTRONIK is liable in accordance with the statutory regulations if the
customer makes valid claims for compensation due to deliberate or gross
negligence, including deliberate or gross negligence on the part of our
representatives or our assistants. If SCHULZE ELEKTRONIK is not accused of
deliberate infringement of contract, the liability to pay compensation is
limited to the typical predictable damage.
(e)
SCHULZE ELEKTRONIK is liable in accordance with the statutory regulations if a
significant contract obligation is culpably infringed; in this case the
liability to pay compensation is limited to the typical predictable damage.
(f)
The liability on account of culpable injury to life, limb or health is
unaffected; this applies also to compulsory liability in accordance with product
liability law.
(g)
Liability is excluded if the regulations are at variance with the foregoing.
(h)
The term of limitation for claims relating to defective goods is one year,
commencing with the transfer of risk.
(i)
The term of limitation in the case of legal recourse in accordance with §§ 478,
479 BGB is unaffected; the period is five years, commencing on the date of
delivery of the defective item.
III. 6. Overall
Liability
(a)
Liability to pay compensation in addition to that included under III. 5. is
excluded – without taking account of the legal nature of the validated claim.
This applies in particular to claims for reimbursement of debts at conclusion of
contract, to other infringements of obligations, or to tort claims for
compensation of property damage in accordance with § 823 BGB. Liability for
wilful trading is unaffected by this.
(b)
The limitation as described under (a) also applies if the customer demands
reimbursement of needless expense instead of making a claim for compensation.
(c)
Where the liability of SCHULZE ELEKTRONIK to pay compensation is excluded or
limited, the same also applies to the personal compensation liability of the
staff, employees, representatives and assistants of SCHULZE ELEKTRONIK.
III. 7. Reservation of Title
(a)
SCHULZE ELEKTRONIK reserves title to the purchased items until all payments
relating to the contract have been received. If the customer behaves in
contravention of the contract, especially in respect of default of payment,
SCHULZE ELEKTRONIK is entitled to recover the purchased goods. The action of
recovering the purchased goods by SCHULZE ELEKTRONIK constitutes withdrawal from
the contract. SCHULZE ELEKTRONIK is entitled to dispose of the purchased goods
after recovery. The proceeds of the disposal will be set against the customer’s
obligations – with the deduction of reasonable costs for disposal.
(b)
The customer is responsible for handling the purchased items with due care; in
particular he must take out adequate insurance for the purchased items to their
new value at his own cost, covering damage caused by fire, water and theft,
until we have received full payment in accordance with (a). Where maintenance
and inspection work is necessary, the customer must carry this out promptly at
his own cost.
(c)
In the case of distraint or other intervention on the part of third parties, the
customer must promptly inform SCHULZE ELEKTRONIK of this circumstance, so that
SCHULZE ELEKTRONIK can petition the court in accordance with § 771 ZPO. If the
third party is not in a position to refund the legal and extra-legal costs of a
petition to SCHULZE ELEKTRONIK in accordance with § 771 ZPO, the customer is
liable for the shortfall.
(d)
The customer is entitled to resell the purchased goods in the proper course of
business; however, he thereby forfeits all claims upon SCHULZE ELEKTRONIK to the
amount of the final invoice total (including VAT) which arise from the resale to
his client or third party, regardless of whether the purchased goods have been
resold with or without further processing. The customer is entitled to collect
this debt even after withdrawal. The entitlement of SCHULZE ELEKTRONIK to call
in the debt is unaffected by this. However, SCHULZE ELEKTRONIK is not entitled
to collect the debt if the customer meets his payment obligations from the
proceeds, does not default on his payments, and especially if no application is
made to initiate a settlement or insolvency process, or if suspension of payment
is in hand. However, if this is the case, SCHULZE ELEKTRONIK can demand the
customer to inform SCHULZE ELEKTRONIK of the transferred debts and their
debtors, to provide all information required for collection, to pass on the
relevant documents and to inform the debtors (third parties) of the transfer.
(e)
Further processing or conversion of the purchased goods by the customer is
always carried out for SCHULZE ELEKTRONIK. If the purchased goods are processed
together with other objects not belonging to SCHULZE ELEKTRONIK, then SCHULZE
ELEKTRONIK acquires co-ownership of the new goods in the ratio of the value of
the purchased goods (final invoice total, including VAT) to the other processed
objects at the time of processing. The conditions which apply to purchased items
supplied under reservation also apply to those items which are produced through
further processing.
(f)
If the purchased goods are incorporated indivisibly into other objects not
belonging to SCHULZE ELEKTRONIK, then SCHULZE ELEKTRONIK acquires co-ownership
of the new item in the ratio of the value of the purchased goods (final invoice
total, including VAT) to the other incorporated objects at the time of the
incorporation. If the incorporation occurs in such a way that the customer’s
item is considered to be the primary item, then it is assumed that the customer
transfers co-ownership in the appropriate ratio to SCHULZE ELEKTRONIK. The
customer safeguards the resultant sole ownership or co-ownership for SCHULZE
ELEKTRONIK.
(g)
SCHULZE ELEKTRONIK is obliged to release the securities due to SCHULZE
ELEKTRONIK at the request of the customer if the realisable value of the
securities exceeds the secured debts by more than 10%; SCHULZE ELEKTRONIK
retains the right to select the securities to be released.
III. 8.
Data Protection
(a)
SCHULZE ELEKTRONIK stores personal data for the purposes of contract processing,
and will pass the information on to third parties if required for this purpose.
The customer expressly agrees to the collection, processing and use of his
personal data.
(b)
The contract text is stored, and can be examined after conclusion of contract.
The customer is entitled to deny or cancel his approval of the aforementioned
use and / or processing of his data at any time by informing: Schulze Elektronik
GmbH, Prenzlauer Weg 6, 64331
III. 9.
Jurisdiction and Domicile
(a)
If the customer is a businessman,
then jurisdiction is the place of business of SCHULZE ELEKTRONIK; however,
SCHULZE ELEKTRONIK is also entitled to make claims against the customer at the
court of his place of residence.
(b)
The legal relationships of the
parties shall be governed by German law with exclusion of the United Nations
Convention of
Issue: October 29th 2007
Copyright © 1996-2007 Schulze Elektronik GmbH und
© www.lindemannpartner.de
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