Schild Leinet Gruppe GmbH 

Last updated 01/2021

 

§ 1 Scope of Application

1. These General Terms and Conditions (GTC) apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law within the meaning of § 310 (1) of the German Civil Code (BGB). We only recognize terms and conditions of the customer that conflict with or deviate from our GTC if we expressly agree to their validity in writing.

2. These GTC also apply to all future transactions with the customer, provided they are related legal transactions.

3. Individual agreements made with the buyer on a case-by-case basis (including ancillary agreements, supplements, and amendments) shall in all cases take precedence over these GTC. For the content of such agreements, subject to proof to the contrary, a written contract or our written confirmation shall be decisive.

4. The service offered by us is fundamentally limited to contract manufacturing (toll production) and is understood to be exclusive of marketability tests. The party placing the product on the market is always the customer and not Schild Leinet Gruppe GmbH. Patents, utility models, and other industrial property rights must be checked by the customer. The customer shall indemnify and hold Schild Leinet Gruppe GmbH harmless from all third-party claims. As a contract manufacturer, we assume no liability regarding the composition, dosage, label texts, and other information provided. With regard to the chemical or physical reactions of the product, including its shelf life, we provide no warranty and are not liable for claims for damages. Schild Leinet Gruppe GmbH bears no responsibility for the formulation. Information, data, or documents exchanged in this regard are for informational purposes only. The customer is solely liable for the correctness and quality of raw materials provided by the customer.

§ 2 Offer and Conclusion of Contract

If an order is to be regarded as an offer pursuant to § 145 BGB, we can accept it within two weeks.

§ 3 Documents Provided

We reserve ownership and copyrights to all documents – also in electronic form – provided to the customer in connection with the placement of the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we give the customer our express written consent to do so. If we do not accept the customer’s offer within the period specified in § 2, these documents must be returned to us immediately.

§ 4 Prices and Payment

1. Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax at the currently valid rate. Packaging costs will be invoiced separately.

2. Payment of the purchase price must be made exclusively to the account specified on the invoice. A deduction of a cash discount is only permitted with a special written agreement.

3. Unless otherwise agreed, the purchase price is payable within 6 days of delivery. Default interest shall be charged at a rate of 8% above the respective base interest rate per annum. We reserve the right to assert higher damage caused by default.

4. If a fixed price agreement has not been reached, we reserve the right to make reasonable price changes due to altered wage, material, and sales costs for deliveries.

§ 5 Rights of Retention

The customer is only authorized to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.

§ 6 Delivery Time / Delivery / Production

1. The start of the delivery time indicated by us presupposes the timely and proper fulfillment of the customer’s obligations. The defense of non-performance of the contract remains reserved.

2. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred by us as a result, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item transfers to the customer at the point in time at which the customer falls into acceptance or debtor default.

3. The agreed delivery date is always non-binding and subject to timely self-delivery to us. Schild Leinet Gruppe GmbH is not liable for damages resulting therefrom. A delay in the delivery date does not justify cancellation of the order.

4. Deviations may occur in the weights of individual batches. In the event of a deviation of +/-15% or more, a written notification will be sent with a corresponding recalculation.

5. In the event of an over- or under-delivery of up to 15%, the ordered quantity is considered fully delivered. The invoice will be issued corresponding to the actual delivered quantity.

6. Should it become apparent during production that the planned implementation is not feasible or not feasible with a reasonable effort, Schild Leinet Gruppe GmbH remains free to refuse the execution of the order. Services already received must be refunded. Compensation beyond this is excluded.

§ 7 Transfer of Risk upon Shipment

If the goods are dispatched to the customer at their request, the risk of accidental loss or accidental deterioration of the goods transfers to the customer upon dispatch to the customer, at the latest when leaving the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs. In the case of international transport, the customer is responsible for handling customs formalities. Transport generally takes place in the name of the customer, who is responsible for all customs and tax matters as well as further liability in this context.

§ 8 Retention of Title

1. We reserve title to the delivered item until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the customer behaves contrary to the contract.

2. The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to them. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 ZPO (German Code of Civil Procedure), the customer is liable for the loss incurred by us.

3. The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us the claims against the buyer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we will not collect the claim as long as the customer meets their payment obligations from the proceeds collected, is not in default of payment, and in particular no application for the opening of insolvency proceedings has been filed or payments have been suspended.

4. The processing, working, or transformation of the purchased item by the customer is always carried out in our name and on our behalf. In this case, the customer’s expectant right to the purchased item continues in the transformed item. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing.

§ 9 Warranty and Notice of Defects as well as Recourse/Manufacturer Recourse

1. The customer’s warranty rights presuppose that they have properly fulfilled their obligations to inspect and give notice of defects owed pursuant to § 377 HGB (German Commercial Code). Liability beyond the order value is fundamentally excluded.

2. Claims for defects become time-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as injury to life, body, and health which are based on an intentional or negligent breach of duty by the user. Our consent must be obtained before any goods are returned.

3. Should the delivered goods nevertheless have a defect that was already present at the time of the transfer of risk despite all due care taken, we shall, subject to timely notification of defects, choose to repair the goods or supply replacement goods. We must always be given the opportunity to perform supplementary performance within a reasonable period. Rights of recourse remain unaffected by the above regulation without restriction.

4. Should the delivered goods nevertheless have a defect that was already present at the time of the transfer of risk despite all due care taken, we shall, subject to timely notification of defects, choose to repair the goods or supply replacement goods. We must always be given the opportunity to perform supplementary performance within a reasonable period. Rights of recourse remain unaffected by the above regulation without restriction.

5. Claims by the customer for the expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, are excluded insofar as the expenses increase because the goods delivered by us were subsequently brought to a location other than the customer’s branch, unless the transfer corresponds to their intended use.

6. Rights of recourse of the customer against us only exist insofar as the customer has not made any agreements with their own customer that go beyond the mandatory statutory claims for defects. Paragraph 6 applies accordingly to the scope of the customer’s right of recourse against the supplier.

§ 10 Miscellaneous

1. This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

2. No liability is assumed for the effects of force majeure.

3. Should one or more provisions be invalid, the other conditions remain unaffected.

4. The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.