General Terms and Conditions
General Terms and Conditions Schobertechnologies GmbH
(1) These General Terms and Conditions (hereinafter referred to as GTC) apply to all contracts concluded under https://shop.schobertechnologies.de between Schobertechnologies GmbH, Industriestraße 2, 71735 Eberdingen (hereinafter referred to as "STG", "we" or "us") and the users of the online shop (hereinafter referred to as "Customer" or "you"). They apply accordingly to both work and services. In place of delivery of the products supplied, in the case of performance consisting of work, acceptance takes place upon approval of the work and in the case of services, upon receipt of the services.
(2) Our goods and services offered via the online shop are aimed exclusively at entrepreneurs. Entrepreneur is a natural or legal person or a partnership with legal capacity which acts in the exercise of its commercial or independent professional activity when concluding a legal transaction (§ 14 BGB).
(3) All agreements made between the Customer and us in connection with the contract result in particular from these General Terms and Conditions as well as the order confirmation.
(4) The version of the General Terms and Conditions valid at the time the contract is concluded shall apply.
(5) We do not accept deviating conditions of the Customer. This shall also apply if we do not expressly object to such inclusion.
(6) This is without prejudice to any rights to which STG is entitled under statutory or other agreements going beyond the provisions of these General Terms and Conditions of Sale.
2. Conclusion of Contract
(1) The presentation and advertising of the products in our online shop does not constitute a binding offer to conclude a sales contract, but merely an invitation to place an order.
(2) The Customer may initially place our products in the virtual shopping basket without obligation and correct the entries at any time before sending a binding order by using the correction tools provided for this purpose in the order process.
(3) To order an article, the Customer must first register. As a new Customer, it is possible to create a user account. To place an order, the Customer enters the desired quantity on the respective product page and clicks on "Add to shopping cart". The article is then saved in the shopping basket and displayed to the Customer in an overview. The Customer can now select further articles by clicking on "Continue shopping". After the customer has selected all items, he clicks on "Edit shopping cart" to make any changes. The Customer then sees the entire order. If all items are correct, the Customer can click on "Checkout" to complete the order. To change a quantity, the Customer enters the corresponding quantity in the "Quantity" field. If the Customer wants to delete an item, he clicks on "x".
The Customer can then order the products in the shopping cart. For this purpose, all products to be ordered and the delivery conditions are displayed to the Customer in a final order overview. At this point, the Customer also has the opportunity to correct the personal data again. The Customer sends a legally binding order by clicking on the button "Order payable".
(4) With the order the Customer submits us an offer for the conclusion of a sales contract. A contract is only concluded when we accept the Customer's order by means of a written order confirmation.
(5) We will immediately confirm receipt of the order placed via our online shop by e-mail. Such an e-mail does not yet constitute a binding acceptance of the order, unless it also declares acceptance in addition to confirmation of receipt.
(6) The text of the contract is stored by STG after placing an order.
(7) The contract language is German. Even if the contract text should be translated into another language, the German contract text remains binding.
3. Product Information, Documents, Scope of Delivery
(1) Illustrations, drawings, weights, dimensions, performance and use data, as well as other descriptions of the products contained in the documents forming part of the offer, are approximations only, unless these are expressly stated to be binding. This information does not constitute any agreement or guarantee of corresponding characteristics or durability of the products, unless they were expressly agreed to be such, in writing. Expectations of the customer with respect to the products or the use thereof do not constitute any agreement or warranty. Installation units, punching tools, cutting rollers and other accessories are supplied without or only with a simple protective device (e.g. sheet metal protection via format gears). Any additional mechanical or electrical protective devices required, which may result in particular from the type of machine in which the accessory is to be installed, are not included in the scope of delivery. The customer himself is responsible for installing the protective devices required by law.
(2) We reserve all ownership, copyright and other proprietary rights in the offer documentation. Such documents are not permitted to be disclosed to third parties. The customer must immediately return all offer documentation to us, provided such documentation is no longer required in the ordinary course of business. The same also applies specifically for all other documents, drafts, samples, patterns and models.
(3) The order confirmation is decisive for the scope of delivery. Changes made to the scope of delivery by the Customer must be confirmed. Alterations to the construction and form of products may be made insofar as these are industry-standard deviations or if such deviations are within the DIN tolerance thresholds or insofar as the changes are not substantial and are reasonable for the Customer.
(4) Delivery in parts is permissible unless such delivery in parts is not reasonable for the Customer, giving due consideration to the interests of STG.
(5) If the customer's financial circumstances deteriorate significantly or if the justified application to open insolvency or comparable proceedings against the customer's assets is rejected for lack of assets, STG shall be entitled to withdraw from the contract in whole or in part.
(6) Packaging, dispatch and means of transport shall be at STG's discretion.
(7) Fitters for installation or commissioning shall only be made available at the customer's request and for an additional fee.
4. Delivery Time
(1) Delivery times (delivery periods and dates) must be agreed in writing. Delivery periods and deadlines are not binding, unless STG states, in advance and in writing, that these are binding.
(2) The delivery period begins upon conclusion of the contract, but not before the provision of all documentation, approvals and releases to be provided by the Customer, the clarification of all technical issues, as well as the receipt of an agreed advance payment or, in the case of an overseas transactions, receipt of full payment. In the case of a delivery date, the date shall be postponed by a reasonable period if the Customer fails to provide the information to be procured by it on time, if all issues have not been fully clarified on time, if the agreed advance payment or, in the case of an overseas transaction, the entire payment, has not been received by STG. Compliance with the delivery period is contingent on the timely and proper fulfilment of the other obligations of the Customer.
(3) The delivery period is complied with if the products have left the warehouse by the time the period expires or STG has provided notice of readiness for collection or dispatch. Compliance with the delivery period is subject to proper, in particular, timely, supply to STG, unless STG is responsible for the improper supply to it. In the event of improper or delayed supply to it, STG shall be entitled to withdraw from the contract. STG shall notify the Customer immediately whether it intends to exercise its right of withdrawal and shall return any advance payments made by the Customer.
(4) In the case of default in delivery, the Customer is entitled, upon expiry of a reasonable subsequent period which he has set STG once delivery became delayed, to withdraw from the agreement.
5. Cross-Border Deliveries
(1) In the case of cross-border deliveries, the Customer must submit to the competent authorities all necessary declarations and take all actions required for export from Germany and import into the destination state. It must, in particular, procure the documents required for customs clearance and comply with the requirements of any export controls or other restrictions on marketability.
(2) The deliveries are subject to the condition that the performance is not precluded by any impediments based in national or international regulations, in particular export control provisions, as well as embargoes or other sanctions.
(3) Delays due to export controls extend delivery periods accordingly; delivery dates will be postponed as appropriate.
6. Prices and Payment Conditions
(1) In the absence of any agreement to the contrary, all prices are ex warehouse and do not include shipping, packaging, insurance, statutory taxes, customs or other charges. The costs incurred in this context, in particular the costs of packaging and transportation of the products, will be invoiced separately. VAT at the statutory rate will be shown separately on the invoice in the amount applicable on the invoice date.
(2) In the event of price increases of more than 5 %, the Customer is entitled to withdraw from the contract. At STG's request, the Customer will declare, without delay, whether it intends to make use of its right of withdrawal.
(3) In the absence of any specific agreement, the delivery priceis payable within 30 days of receipt of the invoice. The day upon which STG is able to freely dispose of the delivery price is deemed to be the payment date. In the case of default in payment, the customer must pay default interest in the amount of 9 % points above the basic rate of interest p.a. in each case. This is without prejudice to any further claims of STG.
(4) In the case of custom-made products, 40 % of the price shall be paid 10 days after receipt of the order confirmation and a further 50 % 10 days after notification of readiness for dispatch, but in any case before dispatch, provided that STG has informed the customer of the amount of the respective partial remuneration at this time. Paragraph 3 shall apply to the remaining 10%. If the payment terms are exceeded, STG shall be entitled to demand default interest at the statutory rate even without a reminder.
(5) In the case of overseas transactions, in derogation from Section 6.3, payment is to be made prior to delivery, unless otherwise agreed in advance.
(6) If the financial circumstances of the customer deteriorate significantly after conclusion of the contract or if STG notify of such a deterioration after conclusion of the contract, STG may demand advance payment or appropriate security. Delivery dates and periods shall be postponed accordingly until payment or provision of the security has been effected. In addition, STG shall be entitled to set the customer a reasonable deadline for the provision of advance payment or security and to withdraw from the contract in the event of fruitless expiry and claim damages.
(7) The acceptance of bills of exchange and cheques is made as conditional payment. The performance effect occurs only once the sum concerned has been irrevocably credited to [Supplier]. The Customer shall bear any costs incurred in connection with payment by bills of exchange or cheque, in particular exchange and cheque fees.
7. Transfer of Risk
(1) The risk of the accidental loss and deterioration passes to the Customer as soon as the products are handed to the party carrying out transportation, or leave the STG warehouse for the purposes of shipping. In the case of collection by the Costumer, the risk passes to the Customer upon notification of readiness for collection. Sentence 1 and sentence 2 apply also if delivery is made in parts or if STG provides additional services, such as the transport costs at the Customer’s premises.
(2) If the Customer is in default of acceptance, STG may demand compensation of the loss incurred, as well as reimbursement of any additional expenses, unless the Customer is not responsible for the non-acceptance of the products. In particular, STG is entitled at the Customer's expense to store the products for the duration of the delay in acceptance. The costs of storing the products shall be charged at a lump sum of 0.5% of the net invoice amount per calendar week commenced. This is without prejudice to any further claims of STG. The Customer has the right to furnish evidence that STG did not incur any costs or that the costs incurred were lower. The same applies if the Customer breaches other cooperation duties, unless the Customer is not responsible for such breach of other cooperation duties. The risk of the accidental loss or deterioration of the products passes to the Customer at the latest at the time it enters into default of acceptance. STG is entitled, upon fruitless expiry of a reasonable deadline set by STG to otherwise dispose of the products and to deliver to the Customer with a reasonably extended deadline.
(3) If the dispatch is delayed on account of circumstances beyond the control of STG the risk shall pass to the Customer upon notification of readiness for dispatch.
(4) Delivered products with minor defects must be accepted by the Customer, without prejudice to its claims to defects.
8. Claims for Defects
(1) The Customer's claims for defects are contingent upon the Customer having inspected the products on receipt and having notified any obvious defects to STG without delay, but no later than two weeks from receipt of the products, in writing. Concealed defects must be notified to STG in writing, immediately upon discovery. In its written notification to STG the Customer must provide a detailed description of the defects.
(2) In the case of defective products, STG shall at its discretion be entitled to provide subsequent performance in the form of the rectification of the defect or the supply of a defect-free product. In the case of subsequent performance, STG is required to bear all expenses, in particular transport, travel, work and material costs incurred in the course of the subsequent performance. Replaced parts become the property of [Supplier] and must be returned to STG.
(3) If STG is not willing or able to provide subsequent performance, the Customer can, without prejudice to any claims to compensation or reimbursement of expenses, at its discretion withdraw from the contract or reduce the delivery price. The same applies if the subsequent performance is unsuccessful, unreasonable for the Customer or, for reasons within STG's control, is delayed by more than a reasonable period.
(4) The customer's right of withdrawal is excluded if he is unable to return the goods received and this is not due to the fact that the return is impossible due to the nature of the goods received, STG is responsible for the defect or the defect only became apparent during processing or transformation of the products. The right of withdrawal is further excluded if STG is not responsible for the defect and if the customer has to pay compensation instead of the refund.
(5) Defects attributable to natural wear and tear, in particular in wearing parts, attributable to incorrect handling, fitting, use or storage or incorrectly performed alterations or repairs to the products by the Customer or third parties do not establish claims for defects. The same applies to defects attributable to the Customer or attributable to a technical cause other than the original defect.
(6) Claims by the Customer for reimbursement of costs in place of compensation instead of performance are excluded where a reasonable third party would not have incurred such expenses.
(7) STG does not assume any guarantees, in particular does not assume any guarantees concerning the characteristics or durability of the products, unless otherwise agreed, in writing, in individual cases.
(8) The statute of limitation for the Customer’s claims for defects is one year, unless there is a consumer goods purchase at the end of the supply chain. If the defective products have been used for a building in accordance with their normal use and have caused its defectiveness or a defect in a building, the limitation period shall be five years. The limitation period of one year applies to claims in tort based on a defect in the products. The limitation period begins upon delivery of the products. The one-year limitation period does not apply to STG's unlimited liability for damage attributable to the breach of a guarantee or relating to damage to life, limb or health, for intentional acts and gross negligence and for product faults, or if STG assumed a procurement risk. A statement by STG concerning a claim for defects asserted by the Customer is not to be viewed as constituting entry into negotiations concerning the claim or the circumstances giving rise to the claim, provided [Supplier] rejects the claim for defects in full.
9. Liability of STG
(1) STG is liable without restriction for damage attributable to the breach of a guarantee or damage to life, limb or health. The same applies to intentional acts and gross negligence or if STG assumed a procurement risk. STG is liable for slight negligence only in the event of the breach of material contractual duties which are inherent to the nature of the contract and which are of particular significance for the fulfilment of the contractual purpose. In the event of the breach of such duties and in the case of default and frustration, STG's liability is limited to such damage as can be typically expected within the framework of this kind of contract. Mandatory statutory liability for product defects remains unaffected.
(2) If STG' liability is excluded or limited, this also applies to the personal liability of its employees, workers, staff, representatives and agents of STG.
10. Force Majeure
(1) If STG is prevented by force majeure from fulfilling its contractual duties, in particular from delivering the products, [Supplier] will, for the duration of the impediment and for a reasonable start-up time, be released from its performance obligation, without being required to pay the Customer compensation. The same applies if STG is prevented from fulfilling its obligations by unforeseeable circumstances beyond STG's control, in particular if industrial action, official measures, energy shortages, obstacles to supply by a subcontractor or significant disruptions to operations render performance unreasonably hampered or temporarily impossible. The same applies if such circumstances are encountered by subcontractors. This also applies if STG is already in default. Insofar as STG is released from the delivery obligation, STG shall return any advance payments made by the Customer.
(2) STG shall be entitled, on expiry of a reasonable period, to withdraw from the contract if such impediment last more than four months and STG is no longer interested in performing the contract as a result of the impediment. On request by the Customer, STG will declare on expiry of the deadline whether it intends to make use of its right of withdrawal or deliver the products within a reasonable period.
11. Retention of Title
(1) The delivered products remain the property of STG until such time as the delivery price has been paid in full and all claims to which STG is entitled against the Customer in relation to the business relationship have been settled. The Customer is required to treat the products subject to retention of title with due care for the duration of the retention of title.
(2) The Customer is permitted to sell the products subject to retention of title only in the course of ordinary business operations. In addition, the Customer is not entitled to pledge the products subject to retention of title, to transfer the same by way of security or to make other dispositions that could jeopardise STG’s ownership rights. In the case of seizures or other third-party interventions, the Customer must notify STG without delay and provide all necessary information, notify the third party of STG's ownership rights and participate in the measures undertaken by STG to protect the products subject to retention of title. If the third party is not in a position to reimburse to STG the judicial and extrajudicial costs of enforcing STG' ownership rights, the Customer is required to compensate STG for the resulting loss, unless the Customer is not responsible for the breach of duty.
(3) The Customer already now assigns all claims relating to the resale of the products, together with all ancillary rights, to STG irrespective of whether the products subject to retention of title are resold without or after processing. STG hereby accepts such assignment. If such assignment is not permissible, the Customer hereby instructs the third-party debtor to make any payments only to STG. The Customer is authorised - such authorisation subject to revocation - to collect the claims assigned to STG in a fiduciary capacity in its own name. The sums collected are to be transferred to STG immediately. STG can revoke the collection authorisation of the Customer, as well as the Customer's authorisation to resell the products, for good cause, in particular if the Customer fails to properly fulfil its payment obligations in respect of STG, if it is in default of payment, ceases to make payments or if the initiation of insolvency proceedings or comparable debt settlement proceedings has been requested with respect to the Customer's assets or the justified application by a third party for the initiation of insolvency proceedings or comparable debt settlement proceedings concerning the Customer's assets is rejected due to lack of assets. In the case of global assignment by the Customer, the claims assigned to [Supplier] are to be expressly excluded.
(4) At STG's request, the Customer is required to notify the third-party debtor of the assignment without delay and to procure for [Supplier] the information and documentation required in order for STG to collect the claims.
(5) In the event of the breach of contractual duties, in particular in the event of default of payment by the Customer, STG is entitled, irrespective of its other rights, on expiry of a reasonable additional deadline to be set by [Supplier] to withdraw from the contract. The Customer must grant STG or its agents immediate access to the products subject to the retention of title and surrender those products. Following appropriate timely announcement, STG can otherwise utilise the products subject to the retention of title in order to satisfy its due claims against the Customer.
(6) The processing or remodelling of the products subject to the retention of title by the Customer is at all times carried out on STG's behalf. The Customer's vested right in the products subject to the retention of title continues in the processed or remodelled item. If the products are processed or remodelled together with other items that do not belong to STG, STG shall acquire joint ownership in the new item proportional to the value of the supplied products to the other processed items at the time of processing or remodelling. The same applies if the products are combined or mixed with other items not owned by STG such that STG loses its full ownership. The Customer will safely store the new items for STG In addition, the same provisions apply to items created through processing or remodelling, as well as by combination or mixture, as for the products subject to retention of title.
(7) At the Customer's request, STG is required to release the securities to which it is entitled to the extent that the realisable value of the securities, taking account of customary banking valuation discounts, exceed STG's claims relating to the business relationship with the Customer by more than 10 %. The valuation shall be based on the invoice value of the products subject to retention of title and the nominal value of the claims. STG is responsible for selecting precisely which items are to be released.
(8) In the case of deliveries to other jurisdictions in which the foregoing provisions on the retention of title do not have the same security effect as in Germany, the Customer hereby grants STG a corresponding security right. If further measures are necessary to this end, the Customer will do everything within its power to grant STG such security right without delay. The Customer will participate in all measures necessary and expedient to the validity and enforceability of such security rights.
(1) The parties are required for the duration of five years from delivery to maintain strict confidentiality with respect to all information to which they become privy and which is designated confidential or can be identified as business or trade secrets based on other circumstances, and, unless necessary in the course of business dealings, not to record, disclose or utilise this information.
(2) The confidentiality obligation does not apply if the information was demonstrably already known to the recipient prior to commencement of the contractual relationship or was generally known or publicly available prior to commencement of the contractual relationship or, through no fault on the part of the recipient, becomes generally known or publicly accessible. The burden of proof is borne by the recipient.
(3) The parties shall ensure by means of suitable contractual agreements with the employees and agents acting on their behalf, in particular with freelance staff, plants and service providers, that they, too, for five years from delivery, refrain from any and all personal use, disclosure or unauthorised recording of such business and trade secrets.
13. Final Provisions
(1) The Customer is entitled to transfer rights and duties to third parties only with STG’s prior written consent.
(2) The Customer can assert a retention right only if its counterclaim is based on the same contractual relationship.
(3) The legal relationship between the Customer and STG is governed by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(4) The exclusive place of jurisdiction for all disputes relating to the business dealings between the Customer and STG is STG's registered seat. STG is also entitled to file suit at the seat of the Customer and at any other permissible place of jurisdiction. Any arbitration clauses are hereby rejected.
(5) Unless otherwise agreed, the place of performance for all performance owed by the Customer and by STG is the registered seat of STG.
(6) Should any provision of these General Terms and Conditions of Sale be or become invalid or unenforceable, in whole or in part, or if there proves to be an omission in these General Terms and Conditions, this shall not affect the validity of the remainder of the provisions.