Terms & Conditions

Sales, delivery and payment terms and conditions of the company Schugoma System GmbH:

§1 Validity of the terms and conditions
The deliveries, services and offers of Schugoma System GmbH shall be rendered exclusively on the basis of these General Terms and Conditions. These shall, therefore, also be applicable to all future general terms and conditions, even if they have not been expressly agreed upon again.
Any conflicting confirmations by buyer citing his general terms and conditions for business or purchasing are herewith explicitly rejected.

§2 Prices
1.) Unless otherwise stated, the seller shall remain committed to the prices mentioned in the offer for 30 days from the date of the offer. The prices quoted in the order confirmation of the company Schugoma System GmbH plus the statutory VAT shall be binding. Additional deliveries and services shall be charged separately.
2.) The prices do not include packing and shipping costs; these costs shall also have to be paid by the buyer.

§3 Delivery and service time
1.) The dates and deadlines mentioned by Schugoma System GmbH shall not be binding, unless otherwise expressly agreed in writing.
2.) Delivery and service delays due to force majeure and due to events that make it extremely difficult or impossible for the seller to deliver – which also includes subsequent material procurement difficulties, operational disturbances, strikes, lockouts, staff shortages, lack of means of transportation, official orders, etc., even if they occur at the location of the seller’s suppliers or their subcontractors -, the seller shall not be held accountable for such delays, even if the dates and deadlines are binding. The seller shall be entitled to postpone the delivery for the duration of the impediment plus a reasonable lead time or to completely or partially withdraw from the contract because of the not yet fulfilled part.
3.) If the impediment lasts for more that three months, then in view of the unfulfilled part of the contract the buyer shall be entitled to withdraw from the contract after a reasonable grace period.
4.) Insofar as the seller is responsible for non-compliance with the agreed and binding deadlines and dates or is in default, the buyer shall be entitled to compensation for damage caused by culpable delay amounting to half a percent of the invoice value of the delayed deliveries for each full week of delay, however overall maximum up to 5% of the invoice value of the delayed deliveries and services. Any additional claim shall be excluded, unless the delay is caused due to gross negligence or intent on part of the seller.
5.) The seller shall at all times be entitled to partial deliveries and partial services.

§4 Passing of risk
The risk shall pass to the buyer as soon as the delivery is handed over to the person responsible for shipping or has left the warehouse of the seller for shipment. This shall also apply if the shipping is carried out by company employees or vehicles of the seller. Where the shipping is rendered impossible due to circumstances for which the seller is not liable, the risk shall pass to the purchaser upon notification of readiness for shipment.

§5 Warranty
1.) The seller guarantees that the products are free form manufacturing and material defects. The warranty period is 12 months in single-shift operation.
2.) The warranty period begins with the delivery date. All guarantees shall become null and void if the delivered products are used for purposes other than what was communicated by the seller at the time of placing the delivery order, or in any other manner than specified at the time of placing the delivery order.
3.) The buyer must inspect the delivery immediately upon receipt for any defects or missing pieces and communicate any complaints in this regard to the seller within 7 days.
4.) If the delivery is faulty, the buyer shall be entitled to defect-free replacement without any charge. Any additional warranty claims shall be excluded.
In particular, claims for damages or claims for compensation for any consequential damages shall be expressly excluded, unless there is gross negligence or intent on part of the seller.

§6 Extended retention of title
1.) Until all claims (including receipt of all accounts receivable), which may be due to the seller on any legal grounds against the buyer now or in future, are fulfilled, the seller shall be granted the following securities, which it will release when required at its discretion, provided their value exceeds the claims by more than 20%.
2.) The goods shall remain the property of the seller. The buyer shall be entitled to process and to sell the reserved goods in proper business transactions, so long as it is not in default. Pledging or assigning the goods as security or collateral shall not be permissible. The seller assigns by way of security any claims arising from resale or any other legal argument (insurance, unlawful act) concerning the reserved product (including receipt of all accounts receivable) to the buyer in their entirety with immediate effect.
3.) In the case of access to the reserved goods by third parties, the buyer shall indicate the right to ownership of the seller and notify the seller immediately.
4.) If the buyer acts in violation of the contract – in particular defaults in payment – the seller shall be entitled to reclaim the reserved goods or, if applicable, demand that the buyer surrender its rights to recover possession from a third party.
Neither the reclamation nor the pledging of the reserved goods by the seller shall imply a withdrawal from the contract.

§7 Payment
1.) Unless otherwise agreed, the invoice of the seller shall be payable without deduction within 8 days of invoicing. In the event of delay in payment, the seller shall be further entitled to charge 9% interest on arrears p.a. or a possibly higher interest paid by the seller for bank loans.
The seller shall be authorised to offset payments against older debts first, irrespective of any contrary terms and conditions of the purchaser. If costs and interest have already been incurred, then the seller shall be entitled to offset the payment first against the costs, then the interest and finally against the main service.
2.) A payment shall be deemed effected if the seller has the amount at its disposal. In the case of cheques, the payment shall be deemed made only when the cheque has been cashed.
3.) If the buyer does not honour its payment obligations – in particular, if it dishonours a cheque or stops its payments – or if other circumstances become known to the seller which raise a doubt over the buyer’s creditworthiness, then the seller shall be entitled to make the complete remainder of debt due, even if it has accepted checks or bills of exchange. The seller in this case shall also be entitled to demand advance payments or collateral.
4.) The buyer shall be entitled to offsetting, retention or reduction, even if notices of defects or counterclaims have been asserted, only if the counterclaims have been legally established or are undisputed.

§8 Call-off order
Orders that have been placed by the seller on call should be collected within three months from order placement. Upon expiry of the said deadline, the seller shall be entitled to demand the agreed delivery price to be paid in advance.

§9 Refusal of acceptance by the buyer
If the buyer, for reasons for which the seller is not responsible, withdraws from the contract or refuse to accept the goods, the seller shall be entitled to demand from the buyer 35% of the invoiced amount of delivery whose acceptance has been refused as compensation for costs incurred and profits lost. The above provision shall not affect the assertion of any further damage. The buyer is at the liberty to prove that the seller incurred lower costs or the profits lost are lesser than claimed.

§10 Limitation of liability
Any claims for damages resulting from the impossibility of performance, positive breach of claim, culpa in contrahendo or from tortious acts shall be excluded both against the company Schugoma System GmbH and against its assistant or vicarious agents, insofar as there is no wilful misconduct or gross negligence on part of the seller.

§11 Applicable law, place of jurisdiction, partial invalidity
1.) The law of the Federal Republic of Germany shall be applicable to the business terms as well as the entire legal relationship between seller and buyer.
2.) The sole jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be 57392 Schmallenberg. In the event of legal dispute, the seller shall have the right to call at its discretion the District Court of Schmallenberg or the Regional Court of Arnsberg irrespective of the amount in dispute.
3.) Should any provision of these business terms or any provision in context of other agreements be or become invalid, the validity of the remaining provisions or agreements shall remain unaffected.