General Sales and Delivery Terms

§ 1 Contract Conclusion

(1) Sales and deliveries of products by Schick Gruppe GmbH + Co. KG, Schick GmbH + Co. KG and Schick Technik GmbH are based exclusively on these General Sales and Delivery Terms. The Buyer’s General Terms and Conditions do not apply, even if we do not expressly object to their use.
(2) Our offers and quotations are non-binding. Contracts are only concluded once we have acknowledged purchase orders in writing.

§ 2 Scope of Obligation to Perform

(1) The scope of our obligation to perform is governed solely by our order acknowledgement.
(2) Details specified in catalogues, brochures, circulars/newsletters, advertisements, images and pricelists do not determine the properties of the delivery item, unless they have been expressly included in the order acknowledgement. Any technical information included in written documentation, such as technical drawings, blueprints and proposals, must be checked by the Buyer prior to acceptance and use. The same applies to verbal proposals, verbal advice and any software provided.
(3) We reserve the right to make changes to the scope of performance and to deviate from the content of technical documentation, provided these actions do not adversely affect the Buyer.

§ 3 Prices

(1)All prices are stated net ex-works or ex-branch plus VAT/sales tax, not including packaging, freight, customs duties and insurance.
(2)We are entitled to raise our prices in the event of an increase in procurement or manufacturing costs (in particular as a result of an increase in wage or material costs) affecting deliveries and services with an agreed delivery/ performance deadline of more than six weeks after contract conclusion, if these cost increases entail a rise in our cost of sales for the specific deliverable.

§ 4 Payment

(1) Payments are strictly net and due immediately.
(2) The Buyer can only offset payments or exercise a right of lien if he has an undisputed or legally established claim.

§ 5 Delivery Lead Times, Delayed Delivery

(1) The delivery date stated in the order acknowledgement shall apply.
(2) Delivery lead times shall be reasonably extended as appropriate, if the Buyer does not comply in good time with their duty of cooperation or if we are temporarily unable to meet the agreed deadline as a result of force majeure or other events, for which we are not responsible.
(3) We are entitled to make partial deliveries.
(4) The delivery deadline shall be deemed to have been met if the delivery item has left our factory/warehouse by the time the deadline expires or, in the event of collection by the Buyer, if the Buyer has been notified by us that the delivery item is ready for collection.
(5) If we are delayed in meeting our delivery obligation, the Buyer can set us a reasonable final deadline of no less than four weeks in writing, stating that they will not accept delivery if this final deadline is not complied with. If the final deadline is not complied with, the Buyer is entitled to cancel the contract or claim damages. If the Buyer claims damages, these shall be restricted to the amount of typically foreseeable losses, unless we are guilty of wilful intent or gross negligence.

§ 6 Assumption of Risk/Shipping

(1) In the event that the delivery item is shipped to the Buyer or delivery is ex-works, the risk of accidental loss or accidental deterioration of the delivery item is transferred to the Buyer upon being handed over to the designated shipping agent, however no later than leaving our factory or warehouse, irrespective of whether shipping is from the place of performance and no matter who bears the freight costs. If the delivery item is ready to ship and shipping or acceptance is delayed for reasons for which we are not responsible, risk is transferred to the Buyer upon receipt by the latter of the ready-to-ship notification. We will insure the delivery item only if we have a written agreement to this effect.
(2) Unless otherwise specified by the Buyer, we shall select the method of delivery at our discretion. We are not obliged to select the cheapest method.
(3) We deliver technical gases in returnable containers upon request. These remain our property and are merely made available to the Buyer until emptied of their contents. Any other use by the Buyer is not permitted. The Buyer shall be liable for any damage or loss as well as for improper use of these containers. The Buyer should empty the containers as quickly as possible and return them to the place of delivery free of charge within the agreed rent-free period. Rent as detailed in our valid pricelist will be charged for each extra day beyond the agreed rent-free period. After a period of 12 months has elapsed, we will no longer take any containers back. In such cases the Buyer is obliged to reimburse the price of a new container. Any residual contents will not be refunded when returnable containers are returned.
(4) Current versions of statutory transport regulations,
in particular ADR and RID, apply to shipping.

§ 7 Warranties

(1) If the delivery item exhibits a defect, we can choose whether to rectify the defect or supply a new, zero-defect product.
(2) The statute of limitations for warranty claims relating to products not normally used in buildings is 1 year after receipt of the product by the Buyer.
(3) We do not accept any material defects liability for used items. This disclaimer of liability does not apply to claims for damages caused by wilful intent or gross negligence on our part or by instances of injury to life, limb and health for which we are responsible.
(4) The Buyer’s duties of examination and notification are governed by § 377 German Commercial Code (HGB).

§ 8 Retention of Title

(1) Delivered goods shall remain our property until all receivables arising out of the business relationship with the Buyer have been paid in full. The Buyer is entitled to dispose of the delivery item during the normal course of business.
(2) This retention of title also applies to the full value of any new products incorporating our delivery item, although we shall be regarded as the manufacturer. If goods to which we retain title are processed together with, mixed with or incorporated into goods to which third parties retain title, we shall acquire co-ownership of the new products proportionate to the invoice values of our delivery item.
(3) The Buyer shall immediately assign to us any claims on third parties arising from the resale of the delivery item in full or in the amount of our co-ownership share (Par. 2) as security. We accept this assignment. The Buyer is entitled to collect these receivables on our behalf until cancelled or until completion of the former’s payments to us.
(4) If the value of security interests to which we are entitled exceeds the outstanding receivables due from the Buyer by more than 10 %, we shall release security interests at our discretion upon the Buyer’s request.

§ 9 Product Monitoring and Product Warning Obligation

(1) The Buyer shall monitor the products from a safety perspective in order to protect consumers against any risks that could be associated with our products. The Buyer is obliged to notify us immediately if it becomes apparent that our products pose a risk.

§ 10 Return of Goods

Unless otherwise agreed, we shall take any resale goods, technical gases or refrigerants that we have delivered back within a period of 3 months after delivery in exchange for credit notes, provided the delivery item is in its original packaging. This does not apply to custom-made products. We reserve the right to charge an appropriate processing fee to cover any expenses we incur in taking the goods back.

§ 11 Repairs

We provide a repairs warranty for a period of 3 months starting with delivery to the Buyer.

§ 12 Business Secrets

Blueprints, drawings and other technical documentation, which is provided to the Buyer, shall remain our property, even after termination of the contractual relationship.These documents may not be used, reproduced or disclosed to third parties without our written consent.

§ 13 Export of Goods

Any goods purchased specifically for export may only be exported to named countries and may not be utilized in Germany. Our products may only be exported with our writen consent.

§ 14 Place of Performance, Applicable Law, Place of Jurisdiction, Severability Clause

(1) The place of performance is Vaihingen/Enz.
(2) German law applies; the UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
(3) The place of jurisdiction is Vaihingen/Enz. We can also make claims on the Buyer at their place of business.
(4) Should one of the above-mentioned terms be or become void, this does not affect the validity of the remaining terms. The parties shall replace the void clause with a valid provision, which approximates as far as possible to the intended commercial purpose.  

As at April 2013 (Revision 2019)

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