Standard Terms and Conditions
SCHUMACHER.plus GmbH . Siegener Straße 10 . 57612 Eichelhardt/Germany
1.1 Our Standard Terms and Conditions (STC) apply to all business relationships with customers,
in particular to contracts on the acceptance and execution of orders for the delivery of goods
1.2 Terms and conditions of the customer which deviate from, conflict with or supplement our
STC shall become part of the contract only if and to the extent that we agree to them in writing.
This requirement of our agreement shall also apply if we enter into contracts with the
customer in the knowledge of the customer's terms and conditions. If we refer to correspondence
which contains the customer's terms and conditions, this does not constitute consent
to the application of other terms of business than our own.
1.3 This does not affect the precedence of individual agreements.
2. Offers and entering into a contract
2.1 All our offers are non-binding and subject to confirmation unless they are expressly stated
to be binding or contain a specific acceptance period. Price lists and brochures do not constitute
2.2 All orders must be confirmed by us in order to be legally valid. We may accept orders and
instructions within 14 days after we have received them, unless they expressly provide for a
shorter acceptance period. Confirmation of such acceptance is deemed to have been given if
we do not expressly reject the order within 14 days after we receive it.
2.3 We reserve the right to make changes of construction or form resulting from technological
development or provisions of law, provided the subject matter of the order is not substantially
changed and the changes are reasonably acceptable to the customer.
3. Prices, terms of payment, default in payment and set-off
3.1 Our prices are net prices without value-added tax. Value-added tax is quoted separately at
the relevant statutory rate and added to the value of the goods. The prices are ex works,
excluding packaging and ancillary costs.
3.2 We are entitled to require advance payments up to the total invoice amount. This does not
apply in connection with cure (sections 439, 635 of the German Civil Code).
3.3 Unless otherwise stipulated, our receivables are due and payable without discount immediately
on receipt of our invoice.
3.4 At the latest 30 days after our invoice is presented, the customer is in default without the
need for a reminder. If the customer is in default of payment, we shall be entitled to claim
interest on late payment at the rate of 8% above the current base rate. Further claims are
3.5 Payment by cheque or bill of exchange must always be agreed in advance. Payment is only
deemed to have been made when the cheque is cleared or the bill is paid. If bills of exchange
are received, the banking charges for discount and collection shall continue to apply.
3.6 The customer may set off against our claims only claims that are undisputed or that have
been finally and non-appealably confirmed. Payment dates which have been agreed must be
complied with even if warranty claims are asserted.
4. Price changes
Price changes shall be permissible if there are more than 4 months between the entry into
the contract and the agreed delivery date. If after this period our prime costs – in particular
the wages, material and energy costs – or the price of services that are comparable to our
services rise before the delivery is ready, then we shall be entitled to raise the agreed price in
line with the rise of costs or the rise of the comparable prices.
5. Shipment, scope of delivery, delivery deadlines, packaging
5.1 If we have agreed to deliver, then we shall carry out the delivery for the customer with the
appropriate care. The risk passes to the customer as soon as the consignment is handed over
to the person carrying out the transport. This also applies if there has been an agreement on
delivery carriage paid.
5.2 The costs for the transport of the goods shall be borne by the customer in the case of sales
shipment (section 447 of the Civil Code). Freight charges shall also be borne by the customer
if delivery carriage paid has been agreed. The costs of transport insurance and other agreements
relating to the insurance of the goods to be shipped shall always be borne by the customer
unless expressly otherwise agreed.
5.3 The scope of the delivery is laid down in our written acceptance of order. Part deliveries are
permissible within the delivery periods, except where they are not reasonably acceptable to
5.4 The delivery period begins on the dispatch of the acceptance of order, but not before the production
of any documents, permits and/or releases which may have to be provided by the
customer before the receipt of an agreed payment on account.
5.5 We are not liable for the impossibility of delivery or for delays in delivery where these are
caused by force majeure or by other events that are not foreseeable at the date of entering
into the contract, for which we are not responsible (e.g. all kinds of interruptions in operations,
difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, lack of
manpower, energy or raw materials, difficulties in procuring necessary official authorisations
or delivery by suppliers which fails to occur, is not correct or is not in good time). Where such
events make delivery or performance substantially more difficult or impossible for us and the
impediment is not merely temporary, we are entitled to terminate the contract. In the case
of temporary impediments, the periods for delivery of goods or services are extended or are
rescheduled by the period of delay in addition to an appropriate start-up period. In so far as
the customer cannot as a result of the delay be expected to accept the delivery of goods or
the service, the customer may terminate the contract by making a written statement to us
5.6 In the case of sales shipment (section 447 of the Civil Code), costs of postage and packing
shall be invoiced separately. A transfer of ownership back to us may only be considered if the
packaging is free of defects. It can only be assumed that we consent to a transfer of ownership
back to us if the packaging is returned carriage paid.
6. Retention of title
6.1 We retain title to the delivery items until they have been paid for in full. Our assertion of the
retention of title and levy of execution on the delivery items do not constitute termination
of the contract, except where this is expressly stated by us in writing or where we request
the delivery items to be returned.
6.2 The customer must keep goods delivered by us subject to retention of title with good care
and must insure them sufficiently against risks of damage at its own cost. On entering into
the contract for delivery of goods or services, the customer assigns to us its claims arising
from the insurance contracts in the event of damage. We hereby accept the assignment.
6.3 If the customer is a merchant under German law, a legal person under public law or a special
fund under public law, the following shall apply in addition:
- The customer is entitled to resell the delivery items in the regular course of business.
To provide for this case, however, it assigns to us here and now all claims in the amount of
the invoice total including value-added tax which accrue to it from the resale. This applies
irrespective of whether the delivery items are resold unprocessed or after processing. We
hereby accept the assignment. The customer is entitled to collect this debt after assigning it
to us. This does not affect our right to collect the debt ourselves.
- We agree not to collect payment on the claims as long as the customer duly complies with
its payment commitments and is not in default of payment. In the case of default in payment,
we may demand that the customer informs us of the assigned claims and their debtors, gives
us all the information necessary to collect them, provides us with all the documents relating
to them and informs the debtors (third parties) of the assignment.
- The customer's processing or transformation of goods subject to retention of title is always
carried out to our benefit. If the title-retention goods are combined and mixed we shall
acquire co-ownership of the new item in the proportion of the invoice value at the date of
processing of the title-retention goods to the other items processed. In these cases the
customer shall retain the co-ownership for us.
- The customer may neither pledge the title-retention goods nor transfer ownership of them
as security. In the case of pledge or seizure or other disposals made by third parties, the
customer shall notify us without delay and provide us with all information and documents
which are necessary to safeguard our rights. Enforcement officers and third parties shall be
notified of our ownership.
- At the request of the customer, we shall release the securities to which we are entitled to
the extent that the realisable value of our securities exceeds the value of the unpaid secured
goods by more than 20%. The selection of securities to be released is incumbent on us.
7.1 The customer must without delay on receipt, but in every case before any use, inspect any
goods delivered by us or services rendered by us and must notify us of any defects without
delay after they are discovered. Where the delivery items have manifest defects or other defects
which would have been evident on careful inspection without delay, they shall be
deemed to have been accepted by the customer unless within seven working days after
delivery we receive a notification of defects in writing. With regard to other defects, the
delivery items shall be deemed to have been accepted by the customer if we do not receive
the notification of defects within seven working days after the date on which the defect
became apparent. If the defect was already apparent to the customer in the course of normal
use at an earlier date, then this earlier date shall be the date for the beginning of the period
for notification of objections.
7.2 Damage resulting from natural wear and tear, from improper use or from defective or incorrect
care is at all events excluded from warranty.
7.3 As part of the warranty, as a general rule we shall carry out cure within a reasonable period.
In the case that cure is unsuccessful the right shall be expressly reserved for the customer to
exercise its right of price reduction or termination of the contract. Cure shall be deemed to
have failed in particular if cure is impossible, if we seriously and definitively refuse it, if it has
been unsuccessful or if the customer cannot be reasonably expected to accept it by reason
of the nature of the defect.
7.4 The warranty period is one year from the passing of risk, except where otherwise agreed.
The warranty period begins on the delivery of the relevant item purchased.
8.1 Except where these STC provide otherwise, we shall be liable in the case of a breach of duty
in accordance with the provisions of statute.
8.2 We shall have unlimited liability for damage from injury to life, body or health as a result of
the negligent breach of duty of a legal representative or an agent for whom we are vicariously
liable. For other damage we shall be liable in the case of reckless breach of duty on our part
and/or the intentional or grossly negligent breach of duty of a legal representative or an agent
for whom we are vicariously liable.
8.3 Apart from this, in the case of simple negligence we shall be liable only for damage resulting
from the breach of a fundamental contractual duty compliance with which is necessary for
the contract to be carried out properly and compliance with which the customer can as a general
rule rely on (a material contractual duty). In the last of these cases, however, our liability
shall be limited to compensation for the loss and damage that is foreseeable and that typically
8.4 We shall not be liable for information given on the telephone and for information given in
connection with advertising of any kind.
8.5 The above limitations of liability do not apply to the extent that we fraudulently conceal a
defect or have given a guarantee for the quality of our performance. The same shall apply to
claims of the customer under the Product Liability Act. Apart from this, the above limitations
of liability shall also apply to the benefit of our agents for whom we are vicariously liable and
9. Personal data
9.1 The customer must use personal data in compliance with the provisions of statute.
9.2 We always use personal data only in compliance with the provisions of statute. In particular,
personal data are used only after the consent of the persons affected and with reference to
the right of revocation these persons have, which can be exercised at any time with no formal
10. Place of performance, place of jurisdiction and governing law
10.1 The place of performance shall be the main seat of our enterprise.
10.2 The place of jurisdiction – both domestic and international – for all disputes arising from or
in connection with these STC, if the customer is a merchant under German law, a legal person
under public law or a special fund under public law, shall be the place of the court which is
competent for our main seat.
10.3 We are also entitled to institute proceedings against the customer at the customer's seat,
provided there is no other exclusive place of jurisdiction.
10.4We are neither prepared nor obliged to take part in dispute settlement proceedings before
consumer arbitration bodies.
10.5 This contractual relationship is governed solely by the law of the Federal Republic of Germany,
excluding the UN Convention on Contracts for the International Sale of Goods (the Vienna
11. Requirement of writing
11.1 In order to ensure the preservation of evidence, alterations to these STC must be in writing.
Agreements entered into orally are valid only if for the purpose of the preservation of evidence
they are confirmed in writing within 14 days.
11.2 Statements and notices of legal relevance made by the customer such as specifications of
time limits, notices of defects, declarations of termination or price reduction must be in
12. Severability clause
12.1 If individual provisions of the relevant contract including these STC are or become invalid in
whole or in part, this shall not affect the validity of the other provisions. In place of the invalid
provision, the parties shall then agree on a provision whose business effect approaches as
closely as possible that of the invalid provision.
12.2 References to the application of statutory provisions are intended for clarification. Even
without such clarification, the statutory provisions shall apply to the extent that these STC
contain no provisions or exclusions that deviate therefrom.
13. Limited assignability of rights and duties of the customer
The assignment of rights and duties of the customer under contracts entered into with us
shall be valid only with our consent.