General Terms and Conditions of Business
of the company HSK-Schulte GmbH
The German version of these General Terms and Conditions of Business is legally binding, in accordance with German law. The English version is provided for information purposes only.
§ 1 General Information – Scope of Validity
1. These terms and conditions of business shall apply to all present and future business relations.
2. Consumers within the meaning of these terms and conditions of business are natural persons with whom we enter into business relations, who are not thereby performing a commercial or independent professional activity.
Entrepreneurs within the meaning of these terms and conditions of business are natural or legal persons or legally responsible partnerships with whom we enter into business relations, that are acting in the performance of a commercial or independent professional activity.
Customers within the meaning of these terms and conditions of business are Consumers as well as Entrepreneurs.
3. Divergent, contradictory or additional general terms and conditions of business, even with knowledge thereof, shall not become a component of the contract unless we explicitly agree to their validity.
§ 2 Formation of Contract
1. Our offers are non-binding. Within the framework of what is reasonable, offers are subject to technical modifications and to changes in form, colour and/or weight.
2. The orders of the Customer shall be binding.
We shall be entitled to accept the contractual offer contained in the order within two weeks of receiving it. The acceptance can be declared either in writing or conclusively by delivery of the goods to the Customer.
3. If the Consumer orders the goods by electronic means, we will acknowledge receipt of the order without delay. However, the acknowledgement of receipt shall not constitute a binding acceptance of the order. The acknowledgement of receipt can be combined with the declaration of acceptance.
4. Formation of the contract shall be subject to correct and timely delivery by our upstream suppliers. This shall apply only in the event that we are not responsible for non-delivery, particularly in the case of conclusion of a congruent covering transaction with our supplier.
The Customer shall be informed without delay concerning non-availability of the service. Counter-performance shall be reimbursed without delay.
5. If the Consumer orders the goods by electronic means, the contract text shall be stored by us and shall be sent to the Customer by e-mail upon request, together with these general terms and conditions of business.
§ 3 Retention of Title
1. In the case of contracts with Consumers, we shall retain the title to the goods until the purchase price has been paid in full. In the case of contracts with Entrepreneurs, we shall retain the title to the goods until all claims arising from the current business relationship have been settled in full.
2. The Customer shall be obliged to handle the goods with care. If maintenance and inspection work are required, the Customer must perform this work regularly at the Customer’s expense.
3. The Customer shall be obliged to inform us immediately of any damage to or destruction of the goods, or seizure of the goods by a third party, for example in the event of garnishment. The Customer must immediately notify us concerning a change of ownership of the goods or a change in the Customer’s own place of residence or place of business.
4. In the event of Customer conduct in violation of the contract, in particular in the case of default of payment or breach of a duty according to paragraphs 3 and 4 of this provision, we shall be entitled to withdraw from the contract and to demand the return of the goods.
5. The Entrepreneur shall be entitled to resell the goods in the regular course of business. The Entrepreneur shall now assign to us all receivables, in the amount of the invoice, which accrue through the resale to a third party. We hereby accept the assignment. According to the assignment, the Entrepreneur shall be authorised to collect the receivables. We reserve the right to collect the receivables ourselves if the Entrepreneur does not properly fulfil the Entrepreneur’s payment obligations, and is in default of payment.
6. The handling and processing of the goods by the Entrepreneur shall always occur in our name and on our behalf. If processing takes place with objects not belonging to us, we shall acquire joint ownership in the new product, in proportion to the value of the goods supplied by us relative to the other processed objects. The same shall apply if the goods are mixed with other objects not belonging to us.
§ 4 Remuneration
1. The offered purchase price is binding. The prices are specified in euros. In relation to Consumers, the purchase price includes the turnover tax required by law. In relation to Entrepreneurs, the turnover tax is not included in the purchase price and is to be paid in addition.
In the case of sales involving the shipment of goods, the purchase price is to be paid in addition to shipping costs and any customs duties that may arise.
No additional costs shall arise for the Customer through ordering via the use of long-distance means of communication.
2. In the case of call orders or price agreements that are calculated over a period longer than 4 months beginning from the formation of the contract, we shall be permitted to adjust the prices to the extent of the then applicable production costs, as they apply to us. Hereupon, we shall immediately inform the Customer, as soon as this price increase amounts to 3.0% or more. Production costs are to be understood as energy costs, raw material costs and public dues, that are not personnel-related costs.
3. The Customer agrees to pay the purchase price within 10 days after receipt of the goods. After expiry of this period, the Customer shall be in default of payment.
During the period of default, a Consumer must pay interest on the debt in the amount of 5% above the base rate.
During the period of default, an Entrepreneur must pay interest on the debt in the amount of 8% above the base rate. In relation to the Entrepreneur, we reserve the right to prove and assert higher default damages.
The Customer shall have a right to compensation only if the Customer’s counterclaims are legally binding or have been recognised by us.
The Customer can exercise a right of retention only if the Customer’s counterclaim is based on the same contractual relationship.
§ 5 Transfer of Risk
1. If the purchaser is an Entrepreneur, the risk of accidental destruction or accidental deterioration of the goods shall be transferred to the purchaser upon handover; in the case of sales involving the shipment of goods, it shall be transferred upon handover of the goods to the shipping agent, carrier or other person or organisation assigned to perform the shipment.
2. Even in the case of sales involving the shipment of goods, if the purchaser is a Consumer, the risk of accidental destruction or accidental deterioration of the object sold shall be transferred only upon handover of the object to the purchaser.
3. Handover shall be deemed to have taken place even if the purchaser delays acceptance.
§ 6 Delivery
If delivery dates are specified, these shall be considered to be fixed dates only if explicitly indicated as such.
§ 7 Cancellation Policy
1. Right of cancellation – You have the right to cancel this contract within fourteen days without stating a reason.
The cancellation deadline is fourteen days from the day that you or a third party designated by you, who is not the carrier, took possession of the goods.
In order to exercise your right of cancellation, you must inform us (HSK-Schulte GmbH, Eisenweg 1, 58540 Meinerzhagen, Germany, telephone (+)49(0)2354-9285-0, fax (+)49(0)2354-9285-85, firstname.lastname@example.org) via a clear statement (e.g. a letter sent by post, fax or e-mail) concerning your decision to cancel this contract.
To adhere to the cancellation deadline it is sufficient for you to send the communication concerning the exercise of the right of cancellation before the expiry of the cancellation deadline.
This right of cancellation shall not exist if you order at a B2B shop, extranet shop or in-house order shop. This right of cancellation shall not apply to deliveries of goods that have been custom-made by HSK-Schulte GmbH on the basis of specifications of the responsible Customer/company, or that are clearly tailored to the requirements of the Customer/company (e.g. articles with the company logo or packaging). It is known to the orderer that HSK-Schulte GmbH had the offered products manufactured and transferred to stock at the specific instruction of the Customer/company. The contractual partner here is the respective Customer/company that has ordered, tested and approved the offered products. With its shop system, HSK-Schulte GmbH undertakes only the distribution and marketing of these articles on behalf of the orderer.
2. Consequences of cancellation – If you cancel this contract, we must repay to you all payments that we have received from you, including delivery costs (with the exception of additional costs that arise if you have selected a type of delivery other than the most economical standard delivery offered by us), without delay and at the latest within fourteen days from the day on which we received the communication concerning your cancellation of this contract. For this repayment we shall use the same means of payment as used by you in the original transaction, unless something else has been explicitly agreed upon with you; in no event shall you be charged because of this repayment. We can refuse repayment until we have received the goods back again or until you have provided proof that you have sent back the goods, whichever is the earlier.
You must send back or hand over the goods to us without delay, in any event at the latest within fourteen days from the day on which you notified us concerning the cancellation of this contract. The deadline shall be met if you send the goods before the expiry of the period of fourteen days. You shall bear the direct costs of sending the goods back. You must pay for any loss of value of the goods only if this loss of value is attributable to unnecessary handling of the goods for the testing of their quality, properties or functioning. Costs arising from sending back the goods shall be borne by the purchaser.
Please prevent damage to and soiling of the goods. If possible, please send the goods back to us in the original packaging, with all accessories and all packaging components. If necessary, use protective outer packaging. If you no longer possess the original packaging, please use suitable packaging to ensure sufficient protection against transport damage.
Please note that paragraphs 1 and 2 above are not prerequisites for the effective exercise of the right of cancellation.
§ 8 Liability
1. If the Customer is an Entrepreneur, at our option, we shall first fulfil our legal responsibility for defects in the goods via subsequent improvement or replacement delivery.
2. If the purchaser is a Consumer, the Consumer initially has the choice as to whether the supplementary performance is to take place via subsequent improvement or replacement delivery. However, we shall be entitled to reject the type of supplementary performance selected if it is possible only at a disproportionate cost, and if the other type of supplementary performance has no appreciable disadvantages for the Consumer.
3. If the supplementary performance fails, at the Customer’s option, in principle the Customer can demand reduction of the remuneration (diminution) or rescission of the contract (withdrawal). However, in the case of only a slight violation of the contract, particularly in the case of only slight defects, the Customer shall not have the right to withdraw.
4. Entrepreneurs must notify us in writing of obvious defects within a period of 10 days after receipt of the goods, otherwise we shall not be liable for defectiveness of the goods delivered.
The Entrepreneur shall bear the full burden of proof for all conditions of entitlement, in particular for the defect itself, for the time of detection of the defect, and for the timeliness of the defect notification.
Consumers must notify us in writing of obvious defects within a period of two weeks after the time that the condition of the goods in violation of the contract was detected. Receipt of the notification by us shall be decisive with regard to adherence to the deadline. If the Consumer fails to notify us, our liability shall expire two months after the detection of the defect. This shall not apply in the case of fraudulent intent on the part of the seller. The Consumer shall bear the burden of proof for the time of detection of the defect. If the Consumer was induced to purchase the object due to inaccurate statements by the manufacturer, the Consumer shall bear the burden of proof for the purchase decision. In the case of used goods, the Consumer shall bear the burden of proof for the defectiveness of the object.
5. If, due to a defect of title or defect of quality, the Customer chooses to withdraw from the contract following failed supplementary performance, the Customer shall not be entitled in addition to claim for damages due to the defect. If the Customer chooses compensation following failed supplementary performance, the goods shall remain with the Customer, if this is reasonable for the Customer. The compensation shall be limited to the difference between the purchase price and the value of the defective object. This shall not apply if the violation of the contract was caused by us with fraudulent intent.
6. For Entrepreneurs, we shall be liable for freedom from defects for one year following delivery of the goods. For Consumers, the limitation period is two years following delivery of the goods. In the case of used goods, the limitation period is one year following delivery of the goods. This shall not apply if the Customer does not notify us of the defect in a timely manner (see paragraph 4 of this provision).
7. If the purchaser is an Entrepreneur, it shall be agreed that the quality of the goods shall correspond in principle only to the product description of the manufacturer. Public statements, promotions or advertising by the manufacturer shall not constitute additional contractual specifications of the quality of the goods.
8. If the Customer receives defective assembly instructions, we shall be obliged only to supply defect-free assembly instructions, and only if the defect in the assembly instructions prevents proper assembly.
9. The Customer shall not receive guarantees in the legal sense from us. Manufacturer guarantees remain unaffected by this.
§ 9 Limitations of Liability and Limitation Period
1. In the case of slightly negligent breaches of duty, according to the type of goods, our liability shall be limited to foreseeable, direct average damage typical for the contract. This shall also apply to slightly negligent breaches of duty on the part of our legal representatives or vicarious agents. In relation to Entrepreneurs, we shall not be liable in the case of slightly negligent breaches of insignificant contractual obligations. If we are liable, the liability shall be limited to 50% of the damage arising.
2. The preceding limitations of liability do not affect claims of the Customer arising from product liability.
3. Furthermore, the limitations of liability shall not be applicable in the case of bodily harm or damage to health attributable to us, or in the case of loss of life of the Customer.
4. The Customer’s right to claim for damages due to a defect shall lapse one year after delivery of the goods. This shall not apply if we can be reproached with gross negligence, or in the case of bodily harm or damage to health attributable to us, or in the case of loss of life of the Customer.
§ 10 Place of Jurisdiction/Place of Performance
9.1. The place of performance is Meinerzhagen, Germany. In the event of disputes, it shall be agreed that the competent courts are the Local Court (Amtsgericht) Meinerzhagen and the Regional Court (Landgericht) Hagen (applicable only for fully qualified merchants).
HSK-Schulte GmbH Eisenweg 1 58540 Meinerzhagen Germany