english agb_e_mse.htm, updated: 08 JUN 2013 german

matthias schulze elektronik

General Terms of Sale and Supply (AGB)
of firm Matthias Schulze

Owner:
Matthias Schulze, Dipl.Ing. (graduaded engineer)
Prenzlauer Weg 6
64331 Weiterstadt

E-Mail: service[at]matthias-schulze-elektronik.de

These Terms have been drawn up in German language.
Any English translation is made available for reading purposes only and the German version prevails in case of any discrepancies in the wording.


I.    Purview

1.       These Terms of Sale and Supply are applicable to all business relations between the company of Matthias Schulze (hereinafter known as “SCHULZE ELEKTRONIK”) and its customers for the supply of goods and services.

2.       Section II. of the following Terms of Sale and Supply applies exclusively to transactions with consumers. The consumer is defined as the individual person who concludes a legal transaction for a purpose which cannot be attributed to his / her commercial or independent professional activity.

3.       The Terms of Sale and Supply included in Section III. for Business Customers apply exclusively to business customers, e.g. all dealers listed with Schulze (commonly known as “model making dealer”.

II. General Terms of Sale and Supply for Consumers

II. 1.     Tenders and Tender Documents

(a)     The portrayal of the SCHULZE ELEKTRONIK range of goods on Internet sites, in catalogues or in displays constitutes a non-binding offer; it does not constitute a legally binding tender.

(b)     Unless otherwise indicated, all stated prices include statutory Value Added Tax (VAT), but exclude carriage costs and other incidental services such as training, installation, special accessories, software etc.

(c)     The customer orders the goods he wishes to acquire by sending or transferring all the information requested. The customer’s order constitutes a binding tender. A contract is accomplished when SCHULZE ELEKTRONIK accepts the tender. Acceptance may take the form of despatch of goods or confirmation of the individual contract. Confirmation of receipt of order which is sent automatically serves only to inform the customer; it does not constitute acceptance of contract.

(d)     SCHULZE ELEKTRONIK is entitled to accept the tender within a period of two weeks.

(e)     The foregoing does not apply to the processing of legal transactions by means of on-line marketplaces and / or on-line auctions. In this case the only terms of business which are relevant to conclusion of contract are the AGB of the operator of the relevant marketplace or auction.

II. 2.     Due Dates, Settlement

(a)     Unless otherwise marked or agreed upon, our invoices are payable net within ten days of receipt of invoice, relevant is our receivement of payment.

(b)     The customer is only entitled to settlement rights if his counter-claims are found to be legally valid, undisputed or acknowledged by us. The customer is entitled to exert a right of retention if his counter-claim is based on the same contract relationship.

II. 3.     Supply

(a)     Goods are supplied throughout Europe. Unless indicated otherwise, goods are normally delivered within ten working days of receipt of order.

(b)     Compliance with the obligation to supply goods is dependent upon the prompt and proper fulfilment of the customer’s obligation.

II. 4.     Right of Cancellation

Right of Cancellation

You are entitled to cancel your declaration of contract within a period of two weeks, without stating your reasons, either in text form (e.g. letter, fax, e-mail) or by returning the goods. The cancellation period commences on the day after receipt of the instruction, if at this time you have received the requisite information in accordance with mail order law, and if we have fulfilled all obligations for electronic business transactions. Where goods are supplied, the period does not commence until the day after receipt of the goods, if at this time you have received the instruction and if we have fulfilled the aforementioned obligations. To observe the period all you have to do is despatch the notice of cancellation or the goods promptly. The cancellation should be sent to: Matthias Schulze, Prenzlauer Weg 6, 64331 Weiterstadt, Germany; e-mail: service[at]matthias-schulze-elektronik.de. 

Consequences of Cancellation

If a cancellation takes effect, the services rendered to both parties must be repaid, and any revenue drawn (e.g. interest) must be restored. Goods which can be sent by post may be returned at our cost and risk. Goods which cannot be sent by post will be collected from the customer. You must fulfil your obligation to refund payments within a period of thirty days after despatch of your declaration of cancellation. Please prepay any parcel sufficiently. We will reimbourse postal charges immediately.

Yours - Matthias Schulze

II. 5.     Liability for Defective Goods

(a)     The statutory guarantee period is two years, commencing with the transfer of the goods.

(b)     In the case of used purchased items the term of limitation for claims relating to defective goods is one year, commencing with the transfer of risk.

(c)     It is the customer’s responsibility to carry out a complete data back-up at his own cost before despatching defective goods.

II. 6.     Reservation of Title

(a)     SCHULZE ELEKTRONIK reserves title to the purchased items until all payments relating to the contract have been received.

(b)     The customer is responsible for handling the purchased items with due care; in particular he must take out adequate insurance for the purchased items to their new value at his own cost, covering damage caused by fire, water and theft, until we have received full payment in accordance with (a). Where maintenance and inspection work is necessary, the customer must carry this out promptly at his own cost.

(c)     In the case of distraint or other intervention on the part of third parties, the customer must promptly inform SCHULZE ELEKTRONIK of this circumstance.

II. 7.     Data Protection

(a)     SCHULZE ELEKTRONIK stores personal data for the purposes of contract processing, and will pass on the information to third parties if required for this purpose. The customer expressly agrees to the collection, processing and use of his personal data.

(b)     The contract text is stored, and can also be examined after conclusion of contract.

(c)     The customer is entitled to deny or cancel his approval of the aforementioned use and / or processing of his data at any time by informing: Schulze Elektronik GmbH, Prenzlauer Weg 6, 64331 Weiterstadt, Germany. After receipt of the denial or cancellation, the relevant data will no longer be used or processed.

II. 8.     Jurisdiction and Domicile

(a)     If, after conclusion of contract, the customer moves his residence or usual abode out of the purview of the Federal Republic of Germany, jurisdiction is the place of business of SCHULZE ELEKTRONIK. This also applies if the residence or usual abode of the customer are not known at the time the complaint is issued.

(b)     The legal relationships of the parties shall be governed by German law with exclusion of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods.



III. General Terms of Sale and Supply for Business Customers

III. 1.    Tenders and Tender Documents

(a)     Provisions which are at variance with these AGB are only valid if they are confirmed in writing by SCHULZE ELEKTRONIK. This also applies if SCHULZE ELEKTRONIK supplies services without reservation in the knowledge of the customer’s conflicting or differing AGB.

(b)     Unless otherwise indicated, all stated prices include statutory Value Added Tax (VAT), including carriage costs. The portrayal of the SCHULZE ELEKTRONIK range of goods on Internet sites, in catalogues or in displays constitutes a non-binding offer; it does not constitute a legally binding tender.

(c)     The customer orders the goods or services he wishes to acquire by sending or transferring all the information requested. The customer’s order constitutes a binding tender. A contract is accomplished when SCHULZE ELEKTRONIK accepts the tender. Acceptance may take the form of despatch of goods or confirmation of the individual contract. Confirmation of receipt of order which is sent automatically serves only to inform the customer; it does not constitute acceptance of contract.

(d)     SCHULZE ELEKTRONIK is entitled to accept the tender within a period of two weeks.

(e)     We reserve the right to provide a service of equal value in price and quality to that of our tender, and not to supply where goods are not available.

(f)       The foregoing does not apply to the processing of legal transactions by means of on-line marketplaces and / or on-line auctions. In this case the only terms of business which are relevant to conclusion of contract are the AGB of the operator of the marketplace or auction.

III. 2.    Due Dates and Settlement

(a)     Unless otherwise marked or agreed upon, our invoices are payable a) by dealers listed with Schulze (commonly known as “model making dealer”) net within thirty days, and b) by all other business customers net within ten days of receipt of invoice, relevant is our receivement of payment.

(b)     The customer is only entitled to settlement rights if his counter-claims are found to be legally valid, or are undisputed and acknowledged by us. The customer is entitled to exert a right of retention if his counter-claim is based on the same contract relationship.

(c)     Discounts may only be deducted with specific written agreement.

III. 3.    Delivery Time

(a)    Unless indicated otherwise, goods are normally delivered within ten working days of receipt of order.

(b)    Compliance with the obligation to supply goods is dependent upon the prompt and proper fulfilment of the customer’s obligation. We reserve the right to object to unfulfilled contracts.

(c)    If the customer is in default or culpably infringes other obligations of the collaboration, we are entitled to demand compensation for the damages arising, including any additional expenses. We reserve the right to make additional claims.

(d)    If the pre-conditions under (c) are present, the risk of accidental destruction or accidental deterioration of the purchased goods passes to the customer when the latter is dishonoured or defaults as a debtor.

(e)    We are liable in accordance with the statutory regulations if the relevant purchase contract is a fixed transaction in the sense of § 286 Section 2 No. 4 BGB or of § 376 HGB. We are also liable in accordance with the statutory regulations if the customer is entitled to maintain that his interest in the continued fulfilment of the contract has lapsed due to delay in supply on our part.

(f)      We are also liable in accordance with the statutory regulations if the delay in supply is due to a deliberate or grossly negligent infringement of contract which is our responsibility; we bear the blame on the part of our representatives or our assistants. If the delay in supply is not due to a deliberate infringement of contract on our part, our liability to pay compensation is limited to the typical predictable damage.

(g)    We are also liable in accordance with the statutory regulations if the delay in supply on our part is due to the culpable infringement of a significant contract obligation; however, in this case the liability to pay compensation is limited to the typical predictable damage.

(h)    If there is a delay in supply, we are also liable to pay compensation for each complete week’s delay as part of a general delay compensation to the amount of 3% of the value of the shipment, but with a maximum of no more than 15% of the shipment value.

(i)      Additional statutory claims and rights of the customer are not affected.

III. 4.    Transfer of Risk, Packaging Costs

(a)     Goods are assumed to be supplied “ex-works”, unless the contract confirmation states different terms.

(b)     If the customer wishes, we are prepared to take out transport insurance to cover the goods shipment; the cost of the insurance is payable by the customer.

III. 5.    Liability for Defective Goods

(a)    Claims on the part of the customer in respect of defective goods require that the latter has properly fulfilled his obligation to examine and locate faults in accordance with § 377 HGB.

(b)    If a defect is present in the purchased goods, SCHULZE ELEKTRONIK is entitled to choose whether to correct the fault or supply a new, defect-free replacement. If SCHULZE ELEKTRONIK opts to correct the fault, the company is obliged to bear all expenses required for the correction, especially transport, travel, work and materials costs, unless such costs are increased by the fact that the purchased goods were transported to a different location than the domicile.

(c)    If the service fails, the customer is entitled at his own choice to demand withdrawal or diminution.

(d)    SCHULZE ELEKTRONIK is liable in accordance with the statutory regulations if the customer makes valid claims for compensation due to deliberate or gross negligence, including deliberate or gross negligence on the part of our representatives or our assistants. If SCHULZE ELEKTRONIK is not accused of deliberate infringement of contract, the liability to pay compensation is limited to the typical predictable damage.

(e)    SCHULZE ELEKTRONIK is liable in accordance with the statutory regulations if a significant contract obligation is culpably infringed; in this case the liability to pay compensation is limited to the typical predictable damage.

(f)      The liability on account of culpable injury to life, limb or health is unaffected; this applies also to compulsory liability in accordance with product liability law.

(g)    Liability is excluded if the regulations are at variance with the foregoing.

(h)    The term of limitation for claims relating to defective goods is one year, commencing with the transfer of risk.

(i)      The term of limitation in the case of legal recourse in accordance with §§ 478, 479 BGB is unaffected; the period is five years, commencing on the date of delivery of the defective item.

III. 6.    Overall Liability                       

(a)    Liability to pay compensation in addition to that included under III. 5. is excluded – without taking account of the legal nature of the validated claim. This applies in particular to claims for reimbursement of debts at conclusion of contract, to other infringements of obligations, or to tort claims for compensation of property damage in accordance with § 823 BGB. Liability for wilful trading is unaffected by this.

(b)    The limitation as described under (a) also applies if the customer demands reimbursement of needless expense instead of making a claim for compensation.

(c)    Where the liability of SCHULZE ELEKTRONIK to pay compensation is excluded or limited, the same also applies to the personal compensation liability of the staff, employees, representatives and assistants of SCHULZE ELEKTRONIK.

III. 7. Reservation of Title

(a)    SCHULZE ELEKTRONIK reserves title to the purchased items until all payments relating to the contract have been received. If the customer behaves in contravention of the contract, especially in respect of default of payment, SCHULZE ELEKTRONIK is entitled to recover the purchased goods. The action of recovering the purchased goods by SCHULZE ELEKTRONIK constitutes withdrawal from the contract. SCHULZE ELEKTRONIK is entitled to dispose of the purchased goods after recovery. The proceeds of the disposal will be set against the customer’s obligations – with the deduction of reasonable costs for disposal.

(b)    The customer is responsible for handling the purchased items with due care; in particular he must take out adequate insurance for the purchased items to their new value at his own cost, covering damage caused by fire, water and theft, until we have received full payment in accordance with (a). Where maintenance and inspection work is necessary, the customer must carry this out promptly at his own cost.

(c)    In the case of distraint or other intervention on the part of third parties, the customer must promptly inform SCHULZE ELEKTRONIK of this circumstance, so that SCHULZE ELEKTRONIK can petition the court in accordance with § 771 ZPO. If the third party is not in a position to refund the legal and extra-legal costs of a petition to SCHULZE ELEKTRONIK in accordance with § 771 ZPO, the customer is liable for the shortfall.

(d)    The customer is entitled to resell the purchased goods in the proper course of business; however, he thereby forfeits all claims upon SCHULZE ELEKTRONIK to the amount of the final invoice total (including VAT) which arise from the resale to his client or third party, regardless of whether the purchased goods have been resold with or without further processing. The customer is entitled to collect this debt even after withdrawal. The entitlement of SCHULZE ELEKTRONIK to call in the debt is unaffected by this. However, SCHULZE ELEKTRONIK is not entitled to collect the debt if the customer meets his payment obligations from the proceeds, does not default on his payments, and especially if no application is made to initiate a settlement or insolvency process, or if suspension of payment is in hand. However, if this is the case, SCHULZE ELEKTRONIK can demand the customer to inform SCHULZE ELEKTRONIK of the transferred debts and their debtors, to provide all information required for collection, to pass on the relevant documents and to inform the debtors (third parties) of the transfer.

(e)    Further processing or conversion of the purchased goods by the customer is always carried out for SCHULZE ELEKTRONIK. If the purchased goods are processed together with other objects not belonging to SCHULZE ELEKTRONIK, then SCHULZE ELEKTRONIK acquires co-ownership of the new goods in the ratio of the value of the purchased goods (final invoice total, including VAT) to the other processed objects at the time of processing. The conditions which apply to purchased items supplied under reservation also apply to those items which are produced through further processing.

(f)      If the purchased goods are incorporated indivisibly into other objects not belonging to SCHULZE ELEKTRONIK, then SCHULZE ELEKTRONIK acquires co-ownership of the new item in the ratio of the value of the purchased goods (final invoice total, including VAT) to the other incorporated objects at the time of the incorporation. If the incorporation occurs in such a way that the customer’s item is considered to be the primary item, then it is assumed that the customer transfers co-ownership in the appropriate ratio to SCHULZE ELEKTRONIK. The customer safeguards the resultant sole ownership or co-ownership for SCHULZE ELEKTRONIK.

(g)    SCHULZE ELEKTRONIK is obliged to release the securities due to SCHULZE ELEKTRONIK at the request of the customer if the realisable value of the securities exceeds the secured debts by more than 10%; SCHULZE ELEKTRONIK retains the right to select the securities to be released.

III. 8.    Data Protection

(a)    SCHULZE ELEKTRONIK stores personal data for the purposes of contract processing, and will pass the information on to third parties if required for this purpose. The customer expressly agrees to the collection, processing and use of his personal data.

(b)    The contract text is stored, and can be examined after conclusion of contract. The customer is entitled to deny or cancel his approval of the aforementioned use and / or processing of his data at any time by informing: Schulze Elektronik GmbH, Prenzlauer Weg 6, 64331 Weiterstadt, Germany. After receipt of the denial or cancellation, the relevant data will no longer be used or processed.

III. 9.    Jurisdiction and Domicile

(a)     If the customer is a businessman, then jurisdiction is the place of business of SCHULZE ELEKTRONIK; however, SCHULZE ELEKTRONIK is also entitled to make claims against the customer at the court of his place of residence.

(b)     The legal relationships of the parties shall be governed by German law with exclusion of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods.


Issue: 08 JUN 2013

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