Schaefer GmbH & Co. KG
Vierhausen 7
DE-49324 Melle
1.1. All of our – including future – deliveries and services and other ancillary services are provided exclusively on the basis of the following conditions. The following sales and delivery conditions are part of all delivery contracts of the seller.
1.2. The purchaser's conditions of purchase are hereby contradicted. They will also not be recognized if we do not expressly object to them again after we have received them. These terms of delivery and payment are deemed to have been accepted at the latest upon receipt of the goods delivered by us.
1.3. Verbal agreements that deviate from these general terms and conditions of sale are only valid if they have been confirmed in writing by the seller.
1.4. Any discrepancies in the transaction do not give the buyer any rights to change the terms and conditions.
1.5. The terms of sale of our suppliers are expressly contradicted, all sales contracts are exclusively based on our general terms and conditions and are considered to be tacitly accepted.
1.6. The supplier undertakes not to deliver or offer any wood from illegal felling. Furthermore, he undertakes to carry out a due diligence check - in accordance with the regulations of the European Commission - in order to assess the risk of the deliveries. The corresponding documents must be kept for 5 years and must be handed over upon request.
2.1. Our offers are non-binding. Conclusions and other agreements – especially if they deviate from our terms and conditions – only become binding after we have confirmed them in writing or by telex.
2.2. Our offers do not include any special services.
3.1. If samples are sold, these serve only as a visual object to show the character or type of the goods.
3.2. We reserve the right to change licensors at any time.
3.3. We reserve the right to make technical changes due to the revision of legal provisions or requirements of the test center.
4.1. Our deliveries are made subject to the solvency and creditworthiness of the customer. We are entitled to collateral for our claims that is customary in terms of type and scope, even if they are conditional or limited.
4.2. If it turns out that these requirements no longer exist, we have the right at any time to withdraw from the contract or to change the contractual conditions appropriately.
4.3. In the case of deliveries that have already been made, rights of retention can be asserted in addition to the statutory claims.
5.1. Agreements about the delivery date require our written confirmation.
5.2. Delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for us - these include in particular strikes, lockouts, official orders, etc., even if they occur at our suppliers or their subcontractors - we have, as well as not responsible for bindingly agreed deadlines and dates. You entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled. If the delivery time is extended or if we are released from our obligation, the buyer cannot derive any claims for damages from this.
5.3. If the buyer suffers damage as a result of non-compliance with binding deadlines and dates or in the event of our delay, he is entitled to demand compensation for delay, to the exclusion of further claims, insofar as damage can be proven to him as a result of the delay. The compensation for delay is 0,5% for each completed week of delay in relation to the goods that were completed late. Overall, however, no more than 5% of the invoice value of the deliveries and services affected by the delay.
5.4. We are entitled to partial deliveries and partial services at any time.
5.5. If the delivery is delayed at the request of the customer, the customer will be charged a storage fee of 1% of the invoice amount for each started month from the time of the originally agreed readiness for dispatch.
5.6. The customer can no longer withdraw from an order that has already been confirmed. If the customer nevertheless withdraws from the contract, with our consent, before the goods ordered have been completed, we are entitled to claim a compensation of 30% of the order value. If the manufacture of the goods has already begun, the production costs incurred up to this point will be added to the compensation for compensation of 30%.
5.7. Call-off orders will only be fulfilled if there is a written mutual special agreement.
5.8. If an order that has been placed is not revoked in writing within 24 hours, it is deemed to have been accepted.
6.1. Confirmed delivery dates are binding.
6.2. The delivery begins when we leave our factory premises; at the same time, the transfer of risk to the recipient takes place. The risk is also transferred to the customer as soon as the shipment has been handed over to the person carrying out the transport and the commissioned subcontractor has left our warehouse for the purpose of shipment.
6.3. Transport insurance and other insurance for the products delivered by us ex works are a matter for the customer.
6.4. If shipping is delayed or becomes impossible through no fault of our own, the risk passes to the buyer upon notification and notification of readiness for shipping.
6.5. The seller reserves the right to choose the shipping route and the shipping method.
6.6. If our goods leave the Federal Republic of Germany, the seller assumes no product liability.
7.1. Obvious defects must in any case be reported immediately, at the latest within three working days. The period begins on the day the goods are received by the buyer. The warranty period is generally six months. In the event of obvious defects, short deliveries or incorrect deliveries, no rights can be asserted after three days have elapsed since delivery. The same applies if the goods are treated or processed or resold.
7.2. In the case of non-obvious as well as hidden defects, which could not be discovered even with the most careful expert examination of the goods, the defects must be reported immediately after their discovery, at the latest within five working days. The examination obligations according to § 377 HGB remain in place and also apply to small traders.
7.3. In addition, guaranteed properties within the meaning of Section 459 (2) BGB must be expressly marked as a guarantee. A reference to DIN standards basically only includes the standard compliance of the product and does not justify any guarantee by the seller, unless such a guarantee has been expressly agreed.
7.4. The buyer's claims in the event of defective delivery are limited to the right to subsequent delivery of defect-free goods within a reasonable period of time. However, the seller is free to remedy the defect or remedy the defect within a reasonable period of time. Further claims of the buyer, in particular claims for damages from positive breach of contract, culpa in contrahendo and tortious acts are excluded, unless they are based on intent or gross negligence on the part of the seller, a legal representative or vicarious agent. In these cases, too, liability is limited to the damage that was foreseeable at the time the contract was concluded.
7.5. Liability for normal wear and tear is excluded. Third-party damage is not subject to the seller's liability.
7.6. Warranty claims against us are only available to our contractual partner and cannot be assigned to third parties.
8.1. Our prices refer to the scope of services specified in the service description. The prices are ex works of the seller, unless otherwise expressly agreed in writing.
8.2. The discharge time must be kept reasonably short for the scope of delivery and may not exceed 60 minutes at most. Exceeding the time will be charged additionally by the seller at a minimum of EUR 50 per hour.
8.3. All prices are net prices and do not include the applicable VAT at the tax rate applicable on the day the tax liability arises.
8.4. Fixed prices for a specific scope of delivery require a separate written agreement.
8.5. The agreed prices are based on the raw material, wage and other costs valid on the day of the offer.
8.6. All increases in the costs mentioned between the time the offer is submitted and the end of the order entitle the customer to corresponding increases in the contract prices.
8.7. We are entitled to make a corresponding increase in the prices contained in our offers if the actual circumstances deviate from the information in the calculation documents.
8.8. The pallets are subject to the daily prices and can therefore be adjusted by us at any time.
9.1. We expressly reserve the right to demand the provision of security at any time before or after the sale and to refuse delivery until such security has been provided. This request does not put the seller in default.
9.2. If the buyer delays acceptance of the goods, payment or provision of security, the seller is entitled to put the buyer in default.
10.1. The invoice amounts are due according to Section 284, Paragraph 3 of the German Civil Code.
10.2. Payment must be made in euros.
10.3. Checks do not count as payment and, alternatively, are only credited after the payment has been made by the related bank.
10.4. There is no obligation to accept bills of exchange and there is no reason to claim a discount.
10.5. The buyer is not entitled to a right of retention. If he is not a merchant, he has a right of retention insofar as it is based on the same contractual relationship. The offsetting of counterclaims is only permissible insofar as these have been recognized by us as existing and due or have been legally established.
10.6. According to the law on the acceleration of payments due from March 30.03.2000th, 14 (Federal Law Gazette I. No. 30), after 5 days since receipt of the invoice, the invoice amount is to be paid without a reminder at 1% above the base interest rate according to § 09.06.1998 of the Discount Rate Transition Act of 1242 (BGBI. IS XNUMX) to bear interest.
10.7. All of our claims are due immediately, regardless of the term, if the terms of payment are not met or if we become aware of circumstances that are likely to reduce the creditworthiness of the buyer. We are then also entitled to carry out outstanding deliveries only against advance payment and to withdraw from the contract after a reasonable period of grace or to demand compensation for non-performance. We can also prohibit the resale and processing of the delivered goods and demand their return or the transfer of indirect ownership of the delivered goods at the expense of the buyer. The buyer hereby authorizes us to enter the buyer's premises in the cases mentioned and to take away the delivered goods.
10.8. If a bank does not meet its payment obligations through no fault of Schäfer Paletten, Schäfer Paletten cannot take recourse for this.
10.9. Should the buyer's bank not be able to make a payment through no fault of our own, we will not lose our claims against the buyer.
11.1. We reserve ownership of the delivery item until receipt of all payments from the delivery contract. In the event of breach of contract by the buyer, in particular default in payment, we are entitled to take back the delivery item; the buyer is obliged to surrender. Unless the provisions of the Consumer Credit Act apply, our taking back the delivery item does not constitute a withdrawal from the contract, unless we have expressly declared this in writing. The seizure of the delivery item always constitutes a withdrawal from the contract. In the event of attachments or other interventions by third parties, the buyer must inform us immediately in writing so that we can file a suit in accordance with § 771 ZPO. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the buyer is liable for the loss incurred by us.
11.2. The buyer is entitled to resell the delivery item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) that accrue to him from the resale against his customers or third parties, regardless of whether the delivery item was resold without or after processing . The buyer is authorized to collect this claim after its assignment. Our authority to collect the claim itself remains unaffected; however, we undertake not to collect the claim as long as the buyer duly meets his payment obligations and is not in default of payment. If this is the case, however, we can demand that the buyer informs us of the assigned claims and their debtors, provides all the information required for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
11.3. The processing or transformation of the delivery item by the buyer is always carried out for us. If the delivery item is processed with other items that do not belong to us, we acquire co-ownership of the new item in relation to the value of the delivery item to the other processed items at the time of processing. The same applies to the item created through processing as to the reserved goods.
11.4. If the delivery item is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in relation to the value of the delivery item to the other mixed items at the time of mixing. If the mixing took place in such a way that the buyer's item is to be regarded as the main item, it is agreed that the buyer transfers proportionate co-ownership to us. The buyer keeps sole ownership or co-ownership for us.
11.5. We undertake to release the securities to which we are entitled at the request of the buyer if their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 20%.
12.1. Claims for damages against us and against our vicarious agents are excluded insofar as there is no intentional or grossly negligent action.
12.2. For the rest, our liability is based exclusively on the agreements made in the preceding sections. All claims not expressly granted there, including claims for damages - for whatever legal reason - are excluded to the extent legally permissible.
12.3. Residues of sawdust on the pallets do not count as a claim for complaint, as this sticks to the boards when sawing. This applies in particular to the frosty months when wood is cut.
13.1. The law of the Federal Republic of Germany applies to these terms and conditions and the entire legal relationship, also with customers who have their company headquarters outside of the Federal Republic of Germany.
13.2. The place of performance for the payment of the purchase price and for other services to be provided by the buyer is always the place of the seller's commercial establishment.
13.3. If our customer is a registered trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the place of the seller's commercial establishment is agreed as the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
13.4. Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements. The invalid provision shall be replaced by another valid provision that comes as close as possible to what would have been agreed between the parties if they had previously known about the nullity of the invalid provision.
