Terms of delivery and payment - Terms of payment

1. scope of supplies or services
The written declarations of both parties shall be decisive for the scope of the deliveries or services. If a contract has been concluded without such declarations having been made, either the Supplier’s written order confirmation or, in the absence of such confirmation, the Purchaser’s written order shall be decisive.

2. price and payment
Prices are ex works and are quoted in EURO (for foreign deliveries we reserve the right to choose the currency). Prices are not binding for repeat orders. Value added tax at the applicable statutory rate is added to the prices.
The term of payment, will be adjusted to the respective circumstances. Payments are always to be made to us, not to our representatives. Receipt of payment is considered to be the day on which we can freely dispose of the amount. In the event of late or deferred payment, the usual bank interest rates for unsecured credit will be charged for the interim period.

3. delivery time
The time limit for deliveries or services shall commence on the day on which agreement on the order is reached in writing between the Purchaser and the Supplier. The observance of the time limit presupposes the timely receipt of all documents to be supplied by the Purchaser, necessary approvals, releases, the timely clarification and approval of plans, the observance of the agreed terms of payment and other obligations.
The delivery period shall be extended appropriately in the event of measures within the scope of labor disputes, in particular strikes and lockouts, as well as the occurrence of unforeseen obstacles which are beyond the control of the Supplier, insofar as such obstacles demonstrably have a considerable influence on the completion or delivery of the delivery item. This shall also apply if these circumstances occur at sub-suppliers. The aforementioned circumstances are also not the responsibility of the supplier if they arise during an already existing delay. In important cases, the Supplier shall inform the Purchaser as soon as possible of the beginning and end of such hindrances.

4 Transfer of risk and acceptance
The risk shall pass to the Purchaser even if carriage paid delivery has been agreed. In case of delivery without installation or assembly, when the ready-to-use consignment has been brought to the dispatch or picked up. The packing is done with the best care. Shipment is made at the best discretion of the supplier. At the request and expense of the Purchaser, the shipment shall be insured by the Supplier against breakage, transport and fire damage.
Delivered items are to be accepted by the purchaser even if they have insignificant defects; partial deliveries are permissible.

5. retention of title
All goods delivered shall remain our property until all claims against the customer to which we are entitled have been fulfilled. The customer may neither pledge the delivery item nor assign it as security. In the event of seizure or confiscation or other dispositions by third parties, the Supplier shall be notified thereof without delay. In the event of a breach of contract by the Purchaser, in particular in the event of default in payment, the Supplier shall be entitled to take back the Retained Goods after issuing a reminder and the Purchaser shall be obliged to surrender the Retained Goods. The termination of the retention of title as well as the seizure of the delivery item by the supplier shall not be deemed a withdrawal from the contract.

6. liability for defects of the delivery
The Supplier shall be liable for defects in the delivery, which shall also include the absence of expressly warranted characteristics, to the exclusion of further claims as follows.
a) All those parts shall be repaired or replaced free of charge at the Supplier’s reasonable discretion which prove to be unusable or significantly impaired in their usability within 6 months after commissioning. If shipment, installation or commissioning is delayed through no fault of the supplier, liability shall expire no later than 12 months after the transfer of risk.
b) The Purchaser’s right to assert claims arising from defects shall become time-barred in all cases 6 months from the date of the timely notice of defect, but no earlier than the expiry of the warranty period.
c) No warranty is given for damage caused by unsuitable or improper use, faulty assembly or commissioning by the customer or third parties and natural wear and tear.
d) The Purchaser shall, after consultation with the Supplier, grant the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries which appear necessary to the Supplier at its reasonable discretion, otherwise the Supplier shall be released from its liability for defects.
e) Of the direct costs arising from the repair or replacement delivery, the Supplier shall bear the costs of the replacement part including shipping and the reasonable costs of removal and installation. In all other cases, the customer shall bear the costs.
f) Any improper modification or repair work carried out by the Purchaser or third parties without the prior consent of the Supplier shall void the liability for the resulting consequences.
g) Further claims of the Purchaser, in particular a claim for compensation for damage that has not occurred to the delivery item itself, are excluded to the extent permitted by law.

7. right of the customer to withdraw
The Purchaser may withdraw from the contract if the entire performance becomes finally impossible for the Supplier before the passing of risk. Furthermore, the Purchaser shall have the right to rescind the contract if the Supplier allows a reasonable period of grace granted to it for the repair or replacement of a defect for which it is responsible within the meaning of the terms and conditions of delivery to expire fruitlessly due to its fault. The Purchaser’s right of rescission shall also apply in the event of impossibility or inability of the Supplier to repair or replace the defective goods.
Excluded are, as far as legally permissible, all other further claims of the Purchaser, in particular also rescission, termination or reduction, as well as claims for compensation for damages of any kind, including such damages which have not occurred to the delivery item itself.

8. right of the supplier to withdraw
In the event of unforeseen events within the meaning of Section 3 of the Terms and Conditions of Delivery and in the event of subsequent impossibility of performance, the contract shall be adjusted accordingly. If this is not economically justifiable, the Supplier shall be entitled to withdraw from the contract in whole or in part.
Claims for damages by the customer due to such a withdrawal do not exist. If the Supplier intends to exercise the right of withdrawal, it shall notify the Purchaser thereof without undue delay, even if an extension of the delivery period was initially agreed with the Purchaser.

9. place of jurisdiction
In the event of any disputes arising from the contractual relationship, if the Purchaser is a fully qualified merchant, a legal entity under public law or a special fund under public law, the action shall be brought before the court having jurisdiction for the Supplier’s principal place of business or the branch office carrying out the delivery. The Supplier shall also be entitled to bring an action at the Purchaser’s principal place of business.

Subsidiary agreements
Subsidiary agreements are only effective if they are confirmed in writing.


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Schmid & Wezel GmbH

Maybachstraße 2
75433 Maulbronn

Phone: +49(0)7043-102-0
Fax: +49(0)7043-102-78


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