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STC

STC

Standard Terms and Conditions

SCHUMACHER.plus GmbH . Siegener Straße 10 . 57612 Eichelhardt/Germany
Dated 2012.10.01


1. General
1.1 Our Standard Terms and Conditions (hereafter “STC”) (hereafter “SchumacherPlus”)
that follow apply to all business relationships with customers and particularly to contracts
dealing with the acceptance and carrying out of orders for the delivery of goods
and other services.
1.2 Any contrary or additional STC of the Customer will only become part of the contract
provided that we have consented to their application in writing. This consent will also
be required should we conclude contracts with the Customer although aware of his
STC. This will not affect the precedence of private agreements.
1.3 Declarations and notifications by the Customer, concerning for example the setting
of deadlines, reporting of defects and the annulment of the contract or reductions in
price, must be in writing.
1.4 References to the application of provisions of the law are important in clarifying these
STC. Even without such clarification however, the provisions of the law will apply unless
these STC provide for contrary arrangements or exclude the application of the law.

2. Conclusion of a contract
2.1 Price lists and leaflets do not constitute quotations.
2.2 All orders require our confirmation in order to be valid. Such confirmation will be
considered as having been given should we not have expressly rejected the order
within 14 days of receipt.
2.3 The invoice will be simultaneously be the order confirmation in cases of urgent orders
that require to be delivered within three days of receiving the order.
2.4 We reserve the right to make changes to design and form due to technical progress
or legal requirements provided that the product ordered has not been materially
changed and the changes are reasonable from the Customer’s point of view.

3. Prices, payment conditions, payment arrears and offsetting of claims
3.1 Our prices are net prices excluding value added tax. The amount of VAT required by
law will be shown separately and added to the value of the goods. Prices are ex factory
excluding packaging and ancillary costs.
3.2 We are entitled to demand advance payments up to the total invoice amount.
3.3 As a matter of principle, our receivables are payable and due within 10 days of the issue
of the invoice.
3.4 The Customer will be in arrears thirty days at the latest after the invoice has been
issued, without the necessity for a reminder. We are entitled to demand interest on
arrears at the rate of eight percentage points above the relevant base rate. Any additional
claims will not be affected.
3.5 The issue of checks and bills of exchange must always be agreed beforehand. Payment
will not have been made until we have received credit. Discount and collection fees
charged by the bank on receiving bills of exchange will be invoiced.
3.6 The Customer may only offset his claims against our claims when such counter-claims
are either undisputed or have been established in law. Agreed payment dates must be
complied with even should warranty claims have been lodged.

4. Price changes
4.1 Price changes are permitted provided that more than four months have elapsed between
the conclusion of the contract and the agreed delivery date. Accordingly, we are
entitled to increase the agreed price according to increases in costs or comparable
prices should our direct costs, especially wages, materials and energy costs, or the
prices of our services relative to comparable services increase up to the time of completing
the delivery.
5. Dispatch, scope of deliveries and delivery deadlines, packaging
5.1 We will the order delivered with the required care on behalf of the Customer should
we have undertaken to do so. Risk will pass to the Customer as soon as the goods have
been handed over to the individual appointed to transport the goods. This will also
apply should delivery free of freight charges have been agreed.

5.2 The customer will be required to pay the costs of transporting the goods. The Customer
will also be required to pay carriage even if it has been agreed that the goods will be
delivered free of freight charges. Transport insurance and other agreements concerning
insurance of the goods must in all cases be borne by the Customer.
5.3 The scope of delivery will be determined by our written order confirmation. Partshipments
within the delivery period are permitted provided that this does not entail
any disadvantages in the use of the goods.
5.4 The delivery period will begin once the order confirmation has been sent off but not
before the Customer has provided any documents, permits and approvals that might
be required of him and not before an agreed pre-payment has been received. The
delivery period will have been complied with provided that notice has been given that
the goods are ready for dispatch or have already left the factory before this date
expires.
5.5 The delivery period will be extended in the event of unforeseen impediments lying
outside our control provided that such impediments can be proved to have had a material
effect on the delivery. The same will apply in cases of industrial disputes, particularly
strikes and lockouts. The delivery period will be extended for as long as such
measures and impediments last. We will inform the Customer immediately of the
beginning and the end of such impediments.
5.6 Packaging will become the Customer’s property and will be invoiced accordingly by
us. The costs of postage and packaging will be invoiced separately. Title to packaging
materials will only return to us provided that such packaging is in a faultless condition.
Our consent to the return of title may only be assumed provided that packaging is
returned free of charge.

6. Reservation of title
6.1 We retain title to the goods delivered until they are paid for in full. Our assertion of
reservation of title as well as distrainment of the goods will not be considered annulment
of the contract unless we have expressly declared this in writing.
6.2 The Customer is required to store goods delivered subject to reservation of title carefully
on our behalf and to insure them adequately at his own expense against risks of
damage. The Customer will already assign to us his rights under insurance contracts
arising from a claim for damages at the time the order for the delivery of goods or
provision of services is concluded. We accept this assignment.
6.3 Moreover, the following will apply should the Customer be a businessman, a public
law legal entity or public law special assets:
- The Customer is entitled to dispose of the goods delivered as part of his normal business
operations. In this case however he transfers to us with immediate effect all
claims, including value added tax, accruing to him as a result of the re-sale up the

 




value of the invoice. This will apply irrespective of whether the goods were re-sold
without or after further processing. We accept the assignment. The Customer is
entitled to collect these receivables subsequent to this assignment. This will not
affect our right to collect the receivable ourselves.
- We undertake not to collect the receivable as long as the Customer properly fulfils
his payment obligations and does not fall into arrears. In the event of payment
arrears, we may demand that the Customer disclose information on the assigned
claims and their debtors, provide all information required to make the collection,
hands over the associated documents and informs the debtor (third party) of the
assignment.
- Processing or conversion of the goods by the Customer will always be carried out
on our behalf. Should the reserved goods be combined or mixed, we will acquire
co-ownership of the new article in proportion to the relationship of the invoice value
of the reserved goods to other goods processed at the time of processing. In such
cases, the Customer will store the co-owned goods on our behalf.
- The Customer may neither attach the reserved goods nor transfer title to them as
collateral. The Customer is required to inform us immediately in the event of
distraint and confiscation or other measures by third parties and to provide all the
information and documents required in order to safeguard our rights. Enforcement
officers (bailiffs) and third parties must be made aware of our title.
- We will release securities to which we are entitled at the Customer’s request to the
extent that their realisable value exceeds the value of the unpaid secured goods by
more than 20%. We will choose the securities to be released.


7. Warranty
7.1 The Customer is required in all cases to inspect the goods we deliver or services we
provide immediately on receipt and to report defects as soon as they are identified.
The Customer will forfeits all claims due to defects should this inspection not have
been carried out within 14 days. An exception is made in the case of hidden defects.
7.2 Damage due to natural wear and tear, improper use as well as the lack of or incorrect
maintenance are in all cases excluded from warranty.
7.3 We will as a matter of principle fulfil our guarantee by repairing the defect within a
reasonable period of time. The Customer expressly reserves the right to reduce the
price or to annul the contract should the repair not be successful. Repair will have failed
in this context particularly should repair not be possible or should we seriously and
finally reject repair, if it has not been successful or should it be unreasonable from the
point of view of the Customer due to the nature of the defect.
7.4 Unless any other agreement is made, the warranty period is one year from the time
risk is transferred. The warranty period will begin on acceptance of the goods concerned.
Partial acceptance is possible.


8. Liability
8.1 Unless these STC state anything to the contrary, we will be liable for an infringement
of our obligations in accordance with the provisions of the law.
8.2 Irrespective of the law, we will be liable for compensation in cases of deliberate intent
and gross negligence.
8.3 In cases of simple negligence, we will only be liable for injury to life, limb and health
as well as for damage resulting from an infringement of an essential contractual
obligation, the proper fulfilment of which makes the contract possible at all and on
the fulfilment of which the customer may always rely (cardinal obligation). In the latter
case, liability is however limited to foreseeable damage typically occurring in this type
of contract.
8.4 No liability is assumed for information provided on the telephone or given as part of
advertising measures of all sorts or for information given in assembly instructions.
8.5 The above limitations of liability will not apply should we have fraudulently concealed
a defect or have guaranteed the quality of the goods or service. The same will apply
to claims by the Customer under the Product Liability Law. The above limitations of
liability also apply to our vicarious agents and employees.


9. Personal data
9.1 The Customer must use personal data in accordance with the provisions of the law.
9.2 We will use personal data in accordance with the provisions of the law. In particular,
personal data will only be used after the person concerned has consented and been
informed of the right to revoke this consent at any time and in any form this person
chooses.

10. Place of fulfilment, legal venue and applicable law
10.1 The place of fulfilment of our services is Eichelhardt.
10.2 The legal venue – both domestically and internationally - for all disputes arising from
or in connection with these STC is the court at the place responsible for Schumacher’s
principle place of business should the Customer be a businessman, a public law legal
entity or public-law special assets.
10.3We are also entitled to sue the Customer at his registered office.
10.4This contractual relationship is subject solely to the law of the Federal Republic of
Germany to the exclusion of the UN Convention on the International Sale of Goods
(CISG).


11. Written form
For reasons of securing evidence, amendments to these STC must be in writing. In order
to secure evidence, Schumacher with confirm in writing agreements made verbally
within 14 days.


12. Severability clause
Should individual provisions of the relevant contract, including these terms and conditions,
be or become invalid, this will not affect the remaining provisions. The parties
will then agree to find a replacement for the invalid provision the commercial purpose
of which will approximate as far as possible to that of the invalid provision.


13. Limited transferability of rights and obligations
The transfer by the Customer of rights and obligations under contracts concluded with
us requires our consent in order to become valid.


General Terms and Conditions
SCHUMACHER.plus GmbH . Siegener Straße 10 . 57612 Eichelhardt/Germany
Dated 2012.10.01