1 Scope of application / framework agreement
1.1 These General Terms and Conditions of Sale apply exclusively. The Customer's GTC shall only apply if and insofar as SCHLOTE expressly recognises them in writing. In particular, SCHLOTE's silence with regard to such deviating terms and conditions shall not be deemed to constitute recognition or consent, even in the case of future contracts. These Terms and Conditions of Sale shall apply in place of any general terms and conditions of the Customer (e.g. terms and conditions of purchase) even if the Customer's general terms and conditions provide for acceptance of the order as unconditional recognition of the general terms and conditions.
1.2 These Terms and Conditions of Sale shall also apply in their respective version as a framework agreement for future contracts for the sale and/or delivery of movable goods with the same Customer, without SCHLOTE having to refer to them again in each individual case.
1.3 The following Terms and Conditions of Sale shall also apply if SCHLOTE fulfils the Customer's order without reservation in the knowledge of conflicting deviating terms and conditions of the Customer.
1.4 If a contractual partner does not comply with one or more provisions of these terms and conditions or the contract concluded on the basis of these terms and conditions and the other contractual partner does not draw any conclusions from this, no waiver of the obligation to comply with these provisions can be derived from this, even in the event of repetition.
2.0 Offer and conclusion of contract
2.1 Supply contracts (order and acceptance and delivery call-offs as well as their amendments and supplements) must be in text form. Delivery call-offs may also be made by data transmission.
2.2 Communications from SCHLOTE to the Customer designated as offers are subject to change and non-binding, unless otherwise expressly offered in writing. They are invitations to order or to place an order.
2.3 The order of the products by the customer is considered a binding contractual offer. Unless otherwise stated in the order, SCHLOTE is entitled to accept this contractual offer within two weeks of its dispatch to SCHLOTE. If SCHLOTE has not accepted the order within 2 weeks of receipt, the Customer is entitled to cancel the order. Delivery call-offs shall become binding at the latest if SCHLOTE has not objected within 2 weeks of receipt.
2.4 A contract is only concluded - even in ongoing business transactions - when SCHLOTE accepts the order or the Customer's order. Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the products to the Customer. SCHLOTE's order confirmation is decisive for the content of the contract.
3.0 Terms of payment / Terms of delivery
3.1 SCHLOTE's prices are ex works, excluding packaging, unless otherwise specified in the order confirmation. All prices are in EURO, unless otherwise agreed. The prices do not include statutory value added tax. This shall be shown separately on the invoice at the statutory rate on the day of invoicing.
3.2 Payment must be made net within 14 days.
3.3 Payment shall be made by bank transfer. SCHLOTE will be informed of the account balance in the payment instruction. Any discrepancies will be notified to the Customer immediately.
3.4 Not applicable
3.5 A discount deduction is only permitted in the case of a special written agreement between SCHLOTE and the Customer. A payment is only deemed to have been made when SCHLOTE can dispose of the amount.
3.6 If the Customer is in default with a payment, the statutory provisions shall apply.
3.7 SCHLOTE may offset all claims to which it is entitled against the Customer against all claims that the Customer has against SCHLOTE.
3.8 SCHLOTE may also offset all claims it has against companies affiliated with the Customer in accordance with Section 15 of the German Stock Corporation Act.
3.9 The Customer is only entitled to offset, even if warranty claims are asserted, if the counterclaims have been legally established, recognised by SCHLOTE or are undisputed. The Customer is only authorised to exercise a right of retention if his counterclaim is based on the same contractual relationship.
3.10 Default in payment or endangerment of SCHLOTE's claims due to deterioration of the Customer's creditworthiness shall entitle SCHLOTE to declare all existing claims in favour of SCHLOTE arising from the business relationship due immediately or to demand securities, irrespective of the term of any bills of exchange. In such cases, SCHLOTE is authorised to execute outstanding deliveries only against advance payment or provision of security.
4.0 Dates and deadlines, dispatch clause
4.1 Agreed dates and deadlines are binding. The delivery period specified by SCHLOTE shall not commence until the technical issues have been clarified. The customer must also fulfil all obligations incumbent upon him. The goods shall be made available in good time, taking into account the usual time for loading and despatch. The INCOTERMS in their most recent version shall apply to all trade terms.
4.2 Loading and dispatch shall take place uninsured at the customer's risk. The risk shall pass to the customer upon dispatch of the delivery items ex works, even if partial deliveries are made or the supplier has exceptionally assumed other services, e.g. carriage paid delivery, installation or assembly. If acceptance is required, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after the supplier's notification of readiness for acceptance. The Customer may not refuse acceptance in the event of a minor defect. SCHLOTE will endeavour to take into account the wishes and interests of the Customer with regard to the type and route of dispatch; any additional costs incurred as a result, even if carriage paid delivery has been agreed, shall be borne by the Customer.
4.3 SCHLOTE does not take back transport packaging and all other packaging in accordance with the Packaging Ordinance. This does not apply to reusable packaging provided by SCHLOTE.
4.4 If dispatch is delayed at the request or fault of the Customer, SCHLOTE is prepared to store the goods at the expense and risk of the Customer in accordance with SCHLOTE's possibilities. In this case, notification of readiness for dispatch is equivalent to dispatch.
4.5 At the Customer's request and expense, SCHLOTE will insure the delivery with transport insurance.
4.6 The Supplier reserves the right to excess or short weights and deliveries within customary limits. They do not entitle the Customer to make complaints.
4.7 The delivery deadline shall be deemed to have been met if the delivery item has left the Supplier's works or readiness for dispatch has been notified by the time it expires. If acceptance is to take place, the acceptance date shall be decisive - except in the case of justified refusal of acceptance - or alternatively the notification of readiness for acceptance.
4.8 Any discrepancies arising from dispatch must be reported to the supplier in writing immediately after receipt of the goods
4.9 Partial deliveries are permissible, insofar as reasonable for the customer.
5.0 Delay / Default in delivery
5.1 If the underlying contract is a fixed-date transaction within the meaning of § 286 para. 2 no. 4 BGB or 376 HGB, SCHLOTE shall be liable in accordance with the statutory provisions. The same applies if the Customer is entitled to assert the discontinuation of its interest in the further fulfilment of the contract as a result of a delay in delivery for which SCHLOTE is responsible. In this case, SCHLOTE's liability shall be limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which SCHLOTE is responsible, whereby SCHLOTE shall be held liable for the fault of SCHLOTE's vicarious agents.
5.2 SCHLOTE shall also be liable to the Customer in the event of a delay in delivery in accordance with the statutory provisions if this is due to an intentional or grossly negligent breach of contract for which SCHLOTE is responsible. SCHLOTE's liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which SCHLOTE is responsible.
5.3 In the event that a delay in delivery for which SCHLOTE is responsible is due to the culpable breach of a material contractual obligation, SCHLOTE shall be liable in accordance with the statutory provisions, provided that in this case the liability for damages is limited to the foreseeable, typically occurring damage.
5.4 Any further liability for a delay in delivery for which SCHLOTE is responsible is excluded. The Customer's further statutory claims and rights to which he is entitled in addition to the claim for damages due to a delay in delivery for which SCHLOTE is responsible remain unaffected.
5.5 SCHLOTE is entitled to make partial deliveries and render partial services at any time, provided they are reasonable for the Customer.
5.6 If the Customer is in default of acceptance, SCHLOTE is entitled to demand compensation for the resulting damage and any additional expenses. The same applies if the Customer culpably breaches its duty to co-operate. The risk of accidental deterioration and accidental loss of the product shall pass to the Customer upon the occurrence of default of acceptance or debtor's delay.
6.0 Notification of defects
The Customer must notify SCHLOTE of defects in the delivery, incorrect delivery and deviations in quantity immediately upon receipt of the goods.7.0 Liability for defects
7.1 The Customer's claims for defects shall only exist if the Customer has properly fulfilled its obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).
7.2 If there is a defect in the goods for which SCHLOTE is responsible, the Customer is entitled to demand subsequent fulfilment, unless SCHLOTE is entitled to refuse subsequent fulfilment on the basis of statutory provisions. The Customer must grant SCHLOTE a reasonable period of time for subsequent fulfilment, in particular before the start of production (processing or installation), to give SCHLOTE the opportunity to sort out the goods, unless this is unreasonable for the Customer. The Customer's rights to withdraw from the contract or to reduce the purchase price (reduction) are excluded. Subsequent fulfilment may, at the Customer's discretion, take the form of rectification of the defect or delivery of new goods, insofar as this is reasonable for SCHLOTE. In the event of rectification of defects, SCHLOTE shall bear the necessary expenses, provided that these are not increased because the subject matter of the contract is located at a place other than the place of fulfilment.
7.3 In the event of notices of defects, payments by the Customer may only be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The customer may only withhold payments if a notice of defects is asserted whose justification is beyond doubt. If the notice of defects is unjustified, SCHLOTE is entitled to demand compensation from the Customer for any expenses incurred as a result.
7.3 If the subsequent fulfilment has failed, the Customer may, at its discretion, demand a reduction in the purchase price (abatement) or declare its withdrawal from the contract. Rectification shall be deemed to have failed after the third unsuccessful attempt, unless further attempts at rectification are appropriate and reasonable for the customer due to the subject matter of the contract.
7.4 The customer may only assert claims for damages under the following conditions of the defect if the subsequent fulfilment has failed. The customer's right to assert further claims for damages under the following conditions remains unaffected by this.
7.5 Claims arising from liability for defects expire 2 years after delivery of the goods to the Customer, unless SCHLOTE has fraudulently concealed the defect; in this case, the statutory provisions apply.
7.6 In accordance with the statutory provisions, SCHLOTE is obliged to take back the goods or to reduce the purchase price, even without setting the otherwise required deadline, if the Customer's buyer, as the consumer of the new movable item sold (purchase of consumer goods), could demand the return of the goods or the reduction of the purchase price from the Customer due to defects in these goods or if the Customer is entitled to such a resulting right of recourse. In addition, SCHLOTE is obliged to reimburse the Customer's expenses, in particular transport, travel, labour and material costs, which the Customer had to bear in relation to the end consumer in the context of subsequent performance due to a defect in the goods existing at the time of transfer of risk from SCHLOTE to the Customer. The claim is excluded if the Customer has not properly fulfilled its obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).
7.7 The obligation under Clause 6 is excluded if the defect is due to advertising claims or other contractual agreements that do not originate from SCHLOTE, or if the Customer has given a special guarantee to the end user. The obligation is also excluded if the Customer himself was not obliged to exercise the warranty rights vis-à-vis the end user on the basis of the statutory regulation or if he did not give notice of a claim made against him. This also applies if the Customer has assumed warranties vis-à-vis the end user that go beyond the statutory requirements.
7.8 SCHLOTE shall be liable without limitation in accordance with the statutory provisions for damage to life, limb and health resulting from a negligent or intentional breach of duty by SCHLOTE, as well as for damage covered by liability under the Product Liability Act. SCHLOTE shall be liable in accordance with the statutory provisions for damages that are not covered by sentence 1 and that are based on wilful or grossly negligent breaches of contract and fraudulent intent on our part. In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage, unless SCHLOTE has acted wilfully. To the extent that SCHLOTE has given a guarantee of quality or durability in respect of the goods or parts thereof, SCHLOTE shall also be liable under this guarantee. However, SCHLOTE shall only be liable for damage caused by the absence of the guaranteed quality or durability, but which does not occur directly on the goods, if the risk of such damage is clearly covered by the guarantee of quality and durability.
7.9 Any further liability is excluded regardless of the legal nature of the asserted claim. This also applies in particular to tortious claims or claims for compensation for futile expenditure instead of performance. This does not affect SCHLOTE's liability in accordance with Section V. (Delay in delivery)
7.10 The Customer's claims for damages due to a defect shall become time-barred 24 months after delivery of the goods. This shall not apply in the event of injury to life, limb or health caused by us or if we have acted wilfully or with gross negligence.
8.0 Retention of title
8.1 SCHLOTE retains title to all products delivered by it (hereinafter ‘Retained Goods’) until full payment of all current and future claims of SCHLOTE arising from the purchase contract and an ongoing business relationship.
8.2 The Customer must insure the goods subject to retention of title adequately, in particular against fire and theft. Claims against the insurance company arising from a claim relating to the reserved goods are hereby assigned to SCHLOTE in the amount of the value of the reserved goods.
8.3 The Customer may neither pledge the reserved goods to third parties nor assign them as security before full payment of the claims mentioned in paragraph 1. The Customer must inform SCHLOTE immediately in writing if and insofar as third parties seize the goods subject to retention of title.
8.4 If the Customer acts in breach of contract, in particular in the event of non-payment of the purchase price due, SCHLOTE is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the products on the basis of the retention of title. The demand for return does not at the same time include a declaration of cancellation; SCHLOTE is rather entitled to demand only the return of the products and to reserve the right to cancel the contract. If the Customer does not pay the purchase price due, SCHLOTE may only assert these rights if it has previously set the Customer a reasonable deadline for payment without success or if such a deadline is dispensable under the statutory provisions.
8.5 The Customer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply.
8.6 The retention of title extends to the full value of the products resulting from the processing, mixing or combining of SCHLOTE's products, whereby SCHLOTE is deemed to be the manufacturer. If, in the event of processing, mixing or combining with products of third parties, their right of ownership remains, SCHLOTE shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined products. In all other respects, the same applies to the resulting product as to the products delivered under retention of title.
8.7 The Customer hereby assigns to SCHLOTE as security the claims against third parties arising from the resale of the products or the product in total or in the amount of SCHLOTE's possible co-ownership share in accordance with the preceding paragraph. SCHLOTE accepts the assignment. The obligations of the customer mentioned in paragraph 3 also apply with regard to the assigned claims.
8.8 In addition to SCHLOTE, the Customer remains authorised to collect the claim. SCHLOTE undertakes not to collect the claim as long as the Customer fulfils its payment obligations to SCHLOTE, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in its ability to pay. If this is the case, however, SCHLOTE may demand that the Customer informs SCHLOTE of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
8.9 If the realisable value of the securities exceeds SCHLOTE's claims by more than 10%, SCHLOTE will release securities of its choice at the Customer's request.
8.10 If the Customer or a third party applies for the opening of insolvency proceedings against the assets of the Customer or if insolvency proceedings are opened against the Customer by a court or if the opening of such proceedings is rejected for lack of assets, the Supplier is entitled to withdraw from the contract or to terminate the contract and to demand the immediate return of the reserved goods, insofar as legally permissible.
9.0 Quality and documentation
The currently valid version of SCHLOTE's quality assurance guideline is part of the terms and conditions and regulates the requirements for quality and documentation, available on the Schlote website.
10.0 Confidentiality
The customer undertakes to treat all non-public commercial and technical details that become known to them through the business relationship as business secrets. Drawings, models, templates, samples and similar objects may not be handed over or otherwise made accessible to unauthorised third parties. The reproduction of such documents is only permitted within the scope of operational requirements and copyright regulations.11.0 Force majeure
11.1 If SCHLOTE is unable to meet binding delivery deadlines for reasons for which it is not responsible (non-availability of the service), it will inform the Customer of this immediately and at the same time inform the Customer of the expected new delivery deadline. If the service is also not available within the new delivery period, SCHLOTE is entitled to withdraw from the contract in whole or in part; SCHLOTE will immediately reimburse any consideration already paid by the Customer.
11.2 In particular, SCHLOTE is entitled to withdraw from the purchase contract if it is not supplied correctly and on time by its suppliers for reasons for which it is not responsible, despite having concluded a corresponding covering transaction.
11.3 In the event of force majeure, the provisions of paragraph 1 shall apply accordingly. Force majeure includes war, riots, labour disputes, strikes, lockouts, official orders or measures, unavoidable shortages of energy and raw materials, transport bottlenecks through no fault of SCHLOTE, unforeseeable operational disruptions, e.g. due to fire, water and machine damage, and all other hindrances which, from an objective point of view, have not been culpably caused by SCHLOTE.
11.4 If a delivery date or a delivery period has been bindingly agreed and the agreed delivery date or the agreed delivery period is exceeded due to events according to paragraphs 1 to 3, the Customer is entitled to withdraw from the contract after the fruitless expiry of a reasonable grace period due to the part not yet fulfilled if it is objectively unreasonable for him to continue to adhere to the contract. Further claims of the customer, in particular claims for damages, are excluded in this case.
13.0 Place of fulfilment, place of jurisdiction, applicable law
13.1 The place of fulfilment and jurisdiction for deliveries and payments as well as all disputes arising between SCHLOTE and the Customer from the contracts concluded between SCHLOTE and the Customer is the registered office of SCHLOTE. However, SCHLOTE is also entitled to sue the Customer at his place of residence or business.14 Other provisions
14.1 Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the remainder of the contract. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The above provisions shall apply accordingly in the event that the contract proves to be incomplete.-
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You can also download our General Terms and Conditions in PDF format on german here.
You can also download our General Terms and Conditions in PDF format on Czech here.