General Terms and Conditions of Schumacher GmbH for Retailer
1. Miscellaenous / Scope
1.1. These general terms and conditions of Schumacher GmbH (hereinafter referred to as the „GTC“) shall apply to all contracts between Schumacher GmbH (hereinafter referred to as „SCHUMACHER“) and retailers, as SCHUMACHER customers (hereinafter referred to as “customer”).
1.2. Any opposing, conflicting, or additional general terms and conditions of the customer, even if known to SCHUMACHER, shall not be applicable, unless SCHUMACHER has explicitly consented to them before the execution of the contract in writing.
2. Execution of the Contract
2.1 With its order the customer declares its binding offer to enter into a contract. The contract between SCHUMACHER and the customer shall come into existence with SCHUMACHER´S written confirmation of the customer’s order.
2.2 SCHUMACHER declares the acceptance of the offer in written form or by Email.
3. Delivery / Passage of Risk / Packaging
3.1. SCHUMACHER may make partial deliveries to the extent reasonable to the customer taking into account the customer’s legitimate interests.
3.2. Unless otherwise agreed deliveries shall be made uninsured from SCHUMACHER´s domestic inventory at the risk of the customer. In all other cases of delivery the customer shall bear the additional costs of the delivery. In the event shipment of the merchandise is agreed on, passage of risk to the customer shall occur with the commissioning of the goods to the carrier.
3.3. Packaging shall be made in accordance with the customary and standard procedures in the trade of business. SCHUMACHER may bill special packaging separately at Schumacher’s production costs.
4. Reservation of Supply to SCHUMACHER
SCHUMACHER reserves the right to deliver subject to correct and timely supply to SCHUMACHER itself.
5. Value Added Tax
Legal Value Added Tax (V.A.T.) shall be added to all prices.
6. SCHUMACHER`s Right of Retention
Notwithstanding its other rights SCHUMACHER may decline delivery in the event the customer is in default of payment with a prior delivery of SCHUMACHER.
7. SCHUMACHER`s Delay
7.1 Delivery dates are projected dates.
7.2 Should a binding delivery date be agreed in the contract, SCHUMACHER will only default after the customer has established a reasonable period of grace.
8. Default of Acceptance
8.1 In the event the customer is in culpable default of acceptance, SCHUMACHER may claim payment of a lump-sum compensation in the amount of 10 % of the purchase price of the related merchandise, unless the customer proves that SCHUMACHER has not suffered damages or only lower damages as a result of the default of acceptance than the requested lump-sum compensation.
8.2 SCHUMACHER`s right to claim that SCHUMACHER´s damages are higher than the aforementioned lump- sum compensation or other rights and claims of SCHUMACHER shall remain unaffected.
9. Notice of Defects
9.1. The customer shall inspect the goods after delivery without undue delay. The customer shall provide a written notice of defect without undue delay, but in no event later than 14 calendar days starting with the receipt of the goods in the event of patent defects, or with the detection of the defect in the event of hidden defects. In case the customer is in default with a formally and timely correct notification of defect, the goods shall be deemed as approved.
9.2. The timely dispatch of the notification shall suffice for the preservation of the customer’s rights.
Section 9.1 shall not apply to intentionally concealed defects.
10. Warranty
10.1. The limitation period for claims of the customer pursuant to defects shall be twelve (12) months. The foregoing shall not apply where a defect has been intentionally concealed or a guarantee of quality has been made, nor to cases of bodily injury and claims pursuant to the German Product Liability Act.
10.2. SCHUMACHER shall remedy defects, at Schumacher’s option, either by removing the defect or by the delivery of a replacement good.
10.3. Minor deviations, technically unavoidable deviations as well as deviations customary in trade regarding the quality, colour, gauge, weight, finish or the design of the pattern of the goods shall not constitute a defect in terms of law. The foregoing shall not apply if SCHUMACHER has expressly agreed on a pattern accurate delivery or has made an express guarantee of quality stating that the aforementioned shall not apply.
11. Disruptions in the Performance, Default
In the event a cause at Schumacher or third parties, for which SCHUMACHER is not responsible, impairs compliance with a deadline, SCHUMACHER may request reasonable extension of the deadline. In the event the expense is increased due to a cause falling within the scope of responsibility of the customer, SCHUMACHER may request reimbursement for its added expenses as well.
12. Payments / Right of Retention of the Customer / Set-Off
12.1. Payments shall be due without deductions within 30 days of receipt of the invoice. In the event the delivery shall occur after the receipt of the invoice the aforementioned 30-day-period shall start with the delivery.
12.2. In the event it becomes apparent after the conclusion of the contract that the customer may not be able to fulfil its payment obligations due to a lack of the ability to perform, SCHUMACHER may, notwithstanding all its other rights, set a reasonable grace period within which the customer shall fulfil its payment obligations on the basis of delivery versus payment. In case the customer does not comply with a request of SCHUMACHER pursuant to the aforementioned within the requested period SCHUMACHER may rescind the contract.
12.3.In the event of deliveries outside of Germany SCHUMACHER may request either (i) a letter of credit by a bank listed on the stock exchange in the amount of the customer’s order, or (ii) that the customer provides a bank guarantee on first request by a bank listed on the stock exchange.
12.4. The customer may only exercise its right of retention pertaining to claims which are finally determined by a court decision, or ready for a court decision, or undisputed.
12.5. The customer may only set-off with those claims which are finally determined by a court decision, or ready for a court decision, or undisputed.
13. Assignment of Claims
The customer may only transfer or assign other claims than payment claims against SCHUMACHER to a third party with SCHUMACHER´s prior written consent.
14. Liability
14.1. SCHUMACHER – including any person engaged in performing any obligation under this contract – shall be liable for damages under any claim based on normal negligence only if SCHUMACHER breaches a basic obligation of the contract which jeopardizes the contract goal (cardinal obligation). In this event SCHUMACHER´s liability shall be restricted to the typical and foreseeable damages. The restrictions pursuant to Section 14.1 shall not apply if and to the extent to which damages are covered under Schumacher’s business liability insurance and the insurance company has paid.
14.2. Claims for personal injury and claims on the grounds of the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
15. Retention of Title
15.1. Title on all sold merchandise shall remain with SCHUMACHER until the full and correct payment of all of SCHUMACHER´s claims from the customer relationship.
15.2. The customer may sell the conditional commodity within the ordinary cause of business. All other transfers or assignments, in particular, without limitation, pledging or granting of ownership by way of security are not permitted to the customer.
15.3. The customer transfers and assigns all rights and claims against any third party from a transfer or assignment of the conditional commodity to the full extent to SCHUMACHER as of now (assignment in advance). The customer may collect all debits from the resale of the conditional commodity in its own name as long as the resale occurs in the ordinary course of business.
15.4. In the event that SCHUMACHER´s claims pursuant to Section 15 exceed the secured claims more than in the amount of 10 %, SCHUMACHER is obliged to release securities at SCHUMACHER´s choice in the corresponding amount.
16. Place of Fulfilment, Venue
Place of fulfillment and venue shall be Mannheim, Germany.
17. Applicable Law
The contractual relationship shall conform with and be governed by the laws of the Federal Republic of Germany without regard to its choice of law rules and excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
18. Governing Document
These GTC exist in an English and German version. The GTC are construed in accordance with German law and thus originally construed in the German language. Where the interpretation of any of the terms and conditions of these GTC is or may be in doubt, the German version of the GTC shall prevail and govern the contract.
(Version: 2012-10-22)
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1.1. These general terms and conditions of Schumacher GmbH (hereinafter referred to as the „GTC“) shall apply to all contracts between Schumacher GmbH (hereinafter referred to as „SCHUMACHER“) and retailers, as SCHUMACHER customers (hereinafter referred to as “customer”).
1.2. Any opposing, conflicting, or additional general terms and conditions of the customer, even if known to SCHUMACHER, shall not be applicable, unless SCHUMACHER has explicitly consented to them before the execution of the contract in writing.
2. Execution of the Contract
2.1 With its order the customer declares its binding offer to enter into a contract. The contract between SCHUMACHER and the customer shall come into existence with SCHUMACHER´S written confirmation of the customer’s order.
2.2 SCHUMACHER declares the acceptance of the offer in written form or by Email.
3. Delivery / Passage of Risk / Packaging
3.1. SCHUMACHER may make partial deliveries to the extent reasonable to the customer taking into account the customer’s legitimate interests.
3.2. Unless otherwise agreed deliveries shall be made uninsured from SCHUMACHER´s domestic inventory at the risk of the customer. In all other cases of delivery the customer shall bear the additional costs of the delivery. In the event shipment of the merchandise is agreed on, passage of risk to the customer shall occur with the commissioning of the goods to the carrier.
3.3. Packaging shall be made in accordance with the customary and standard procedures in the trade of business. SCHUMACHER may bill special packaging separately at Schumacher’s production costs.
4. Reservation of Supply to SCHUMACHER
SCHUMACHER reserves the right to deliver subject to correct and timely supply to SCHUMACHER itself.
5. Value Added Tax
Legal Value Added Tax (V.A.T.) shall be added to all prices.
6. SCHUMACHER`s Right of Retention
Notwithstanding its other rights SCHUMACHER may decline delivery in the event the customer is in default of payment with a prior delivery of SCHUMACHER.
7. SCHUMACHER`s Delay
7.1 Delivery dates are projected dates.
7.2 Should a binding delivery date be agreed in the contract, SCHUMACHER will only default after the customer has established a reasonable period of grace.
8. Default of Acceptance
8.1 In the event the customer is in culpable default of acceptance, SCHUMACHER may claim payment of a lump-sum compensation in the amount of 10 % of the purchase price of the related merchandise, unless the customer proves that SCHUMACHER has not suffered damages or only lower damages as a result of the default of acceptance than the requested lump-sum compensation.
8.2 SCHUMACHER`s right to claim that SCHUMACHER´s damages are higher than the aforementioned lump- sum compensation or other rights and claims of SCHUMACHER shall remain unaffected.
9. Notice of Defects
9.1. The customer shall inspect the goods after delivery without undue delay. The customer shall provide a written notice of defect without undue delay, but in no event later than 14 calendar days starting with the receipt of the goods in the event of patent defects, or with the detection of the defect in the event of hidden defects. In case the customer is in default with a formally and timely correct notification of defect, the goods shall be deemed as approved.
9.2. The timely dispatch of the notification shall suffice for the preservation of the customer’s rights.
Section 9.1 shall not apply to intentionally concealed defects.
10. Warranty
10.1. The limitation period for claims of the customer pursuant to defects shall be twelve (12) months. The foregoing shall not apply where a defect has been intentionally concealed or a guarantee of quality has been made, nor to cases of bodily injury and claims pursuant to the German Product Liability Act.
10.2. SCHUMACHER shall remedy defects, at Schumacher’s option, either by removing the defect or by the delivery of a replacement good.
10.3. Minor deviations, technically unavoidable deviations as well as deviations customary in trade regarding the quality, colour, gauge, weight, finish or the design of the pattern of the goods shall not constitute a defect in terms of law. The foregoing shall not apply if SCHUMACHER has expressly agreed on a pattern accurate delivery or has made an express guarantee of quality stating that the aforementioned shall not apply.
11. Disruptions in the Performance, Default
In the event a cause at Schumacher or third parties, for which SCHUMACHER is not responsible, impairs compliance with a deadline, SCHUMACHER may request reasonable extension of the deadline. In the event the expense is increased due to a cause falling within the scope of responsibility of the customer, SCHUMACHER may request reimbursement for its added expenses as well.
12. Payments / Right of Retention of the Customer / Set-Off
12.1. Payments shall be due without deductions within 30 days of receipt of the invoice. In the event the delivery shall occur after the receipt of the invoice the aforementioned 30-day-period shall start with the delivery.
12.2. In the event it becomes apparent after the conclusion of the contract that the customer may not be able to fulfil its payment obligations due to a lack of the ability to perform, SCHUMACHER may, notwithstanding all its other rights, set a reasonable grace period within which the customer shall fulfil its payment obligations on the basis of delivery versus payment. In case the customer does not comply with a request of SCHUMACHER pursuant to the aforementioned within the requested period SCHUMACHER may rescind the contract.
12.3.In the event of deliveries outside of Germany SCHUMACHER may request either (i) a letter of credit by a bank listed on the stock exchange in the amount of the customer’s order, or (ii) that the customer provides a bank guarantee on first request by a bank listed on the stock exchange.
12.4. The customer may only exercise its right of retention pertaining to claims which are finally determined by a court decision, or ready for a court decision, or undisputed.
12.5. The customer may only set-off with those claims which are finally determined by a court decision, or ready for a court decision, or undisputed.
13. Assignment of Claims
The customer may only transfer or assign other claims than payment claims against SCHUMACHER to a third party with SCHUMACHER´s prior written consent.
14. Liability
14.1. SCHUMACHER – including any person engaged in performing any obligation under this contract – shall be liable for damages under any claim based on normal negligence only if SCHUMACHER breaches a basic obligation of the contract which jeopardizes the contract goal (cardinal obligation). In this event SCHUMACHER´s liability shall be restricted to the typical and foreseeable damages. The restrictions pursuant to Section 14.1 shall not apply if and to the extent to which damages are covered under Schumacher’s business liability insurance and the insurance company has paid.
14.2. Claims for personal injury and claims on the grounds of the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
15. Retention of Title
15.1. Title on all sold merchandise shall remain with SCHUMACHER until the full and correct payment of all of SCHUMACHER´s claims from the customer relationship.
15.2. The customer may sell the conditional commodity within the ordinary cause of business. All other transfers or assignments, in particular, without limitation, pledging or granting of ownership by way of security are not permitted to the customer.
15.3. The customer transfers and assigns all rights and claims against any third party from a transfer or assignment of the conditional commodity to the full extent to SCHUMACHER as of now (assignment in advance). The customer may collect all debits from the resale of the conditional commodity in its own name as long as the resale occurs in the ordinary course of business.
15.4. In the event that SCHUMACHER´s claims pursuant to Section 15 exceed the secured claims more than in the amount of 10 %, SCHUMACHER is obliged to release securities at SCHUMACHER´s choice in the corresponding amount.
16. Place of Fulfilment, Venue
Place of fulfillment and venue shall be Mannheim, Germany.
17. Applicable Law
The contractual relationship shall conform with and be governed by the laws of the Federal Republic of Germany without regard to its choice of law rules and excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
18. Governing Document
These GTC exist in an English and German version. The GTC are construed in accordance with German law and thus originally construed in the German language. Where the interpretation of any of the terms and conditions of these GTC is or may be in doubt, the German version of the GTC shall prevail and govern the contract.
(Version: 2012-10-22)
Download PDF