General Business Terms
General Business Terms
Carl Schmidt Sohn GmbH
(1) All offers, sales contracts, deliveries and services made on the basis of any orders by our customers shall be governed by these general terms and conditions of sale (the „General Terms and Conditions“).
(2) The product offerings are directed to both Consumers and Business Customers (as defined below). For the purpose of these General Terms and Conditions a „Consumer“ is any individual entering into the contract for a purpose not related to his or her business, trade or self-employed professional activity (Sec. 13 of the German Civil Code), and a „Business Customer“ is an individual, company or partnership vested with legal capacity who enters into the relevant contract in the conduct of its business or its self-employed professional activity (Sec. 14 (1) of the German Civil Code).
(3) Standard business conditions of the Customer do not apply, regardless of whether or not we expressly object to them in a particular case.
2. Conclusion of Contract
(1) Our offerings in the Online Shop or catalogue are non-binding.
(2) By placing an order, the Customer makes a binding offer to purchase the relevant product. The offer will remain open for acceptance by us for a period ending at the end of the third business day following the day of the offer.
(3) Without undue delay upon receipt of the order, we will send to the Customer by e-mail a confirmation of receipt, which shall not constitute an acceptance of the order. The order shall be deemed to be accepted by us either upon subsequent (e-mail) acceptance of the order or by dispatching the product. The sales contract with the Customer shall not become effective until our acceptance.
3. Cancellation Right
Any Customer who is a Consumer shall be entitled to revoke the offer and return the product in accordance with the cancellation and return policy.
Right to cancel
You have the right to cancel this contract within 14 days without giving any reason. The cancellation period will expire after 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the last good. To exercise the right to cancel, you must inform us
Carl Schmidt Sohn GmbH
Saarstr. 14 - 16,
T. +49 212 222390
F. +49 212 2223930
of your decision to cancel this contract by a clear statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model cancellation form, but it is not obligatory. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
Effects of cancellation
If you cancel this contract, we will reimburse to you all payments received from you, including the costs of delivery (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us). We may make a deduction from the reimbursement for loss in value of any goods supplied, if the loss is the result of unnecessary handling by you. We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this contract. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest. You shall send back the goods or hand them over to us without undue delay and in any event not later than 14 days from the day on which you communicate your cancellation from this contract to us. The deadline is met if you send back the goods before the period of 14 days has expired. You will have to bear the direct cost of returning the goods. You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.
4. Prices and Payment
(1) Our prices include statutory VAT, but are net of shipping costs. Any customs duties and similar public charges shall be borne by the Customer.
(2) Unless expressly otherwise agreed by us, all shipments by us shall require advance payment or shall be paid cash on delivery, in each case upon receipt of an invoice. Upon the Customer’s request, to be made in the order form, we will deliver the product against cash payment in our store in Solingen, Saarstr. 14-16.
(3) In the event that we have agreed to payment after delivery, our invoices shall be due and payable by the Customer within 14 business days upon receipt of the product and the invoice.
(4) The Customer shall have no right of set-off or retention, except to the extent that the counterclaim has not been disputed by us or been determined by a final and binding decision.
5. Dispatch of the Product
(1) Any date of dispatch communicated by us shall be only approximate and may therefore be exceeded by up to two business days, except if a fixed date of dispatch has been agreed upon.
(2) Any time period relevant to determine the date of dispatch pursuant shall begin if advance payment has been agreed, upon receipt by us of the full purchase price (including VAT and shipping costs) or if cash on delivery or payment after delivery has been agreed, upon the conclusion of the sales contract.
(3) The date of dispatch shall be such day on which the product is handed over by us to the carrier.
(4) In the event that no date of dispatch has been specified or otherwise agreed upon or we are no longer required to deliver within any agreed time period, we shall be required to dispatch the product within a period of three weeks after the Relevant Date pursuant to subsection 1.
(5) In the event that the product is no longer available or cannot be timely delivered, we shall without undue delay inform the Customer thereof. If the product is no longer available from our suppliers within the foreseeable future, we shall be entitled to terminate the sales contract. In case of such termination, we shall without undue delay reimburse the Customer any payments which the Customer has made to us in respect of the order. The legal rights of the Customer resulting from late delivery shall not be affected by this provision; provided, however, that the Customer may claim damages only subject to the provisions of Section 9 of these General Terms and Conditions.
(6) Partial deliveries of products included in the same order shall be permitted, provided that the products can be used separately and provided further that we shall bear any additional shipping costs caused thereby.
6. Shipment, Insurance and Passing of Risk
(1) Unless expressly otherwise agreed upon, we shall be free to determine the appropriate mode of shipment and to select the carrier at our reasonable discretion.
(2) We shall only be obliged to properly and timely deliver the product to the carrier and shall not be responsible for any delays caused by the carrier. Any transit times specified by us shall therefore only be non-binding estimates.
(3) If the Customer is a Consumer, the risk of accidental destruction, damage or loss of the delivered product shall pass to the Customer upon delivery of the product to the Customer or upon the Customer’s default of acceptance. In all other cases, such risk shall pass to the Customer upon delivery of the product by us to the carrier.
(4) We shall insure the product against the usual risks of transportation at our cost and expense.
7. Retention of Title and Resale
(1) We retain legal title to any product supplied by us until the purchase price (including VAT and shipping costs) for such product has been fully paid.
(2) The Customer shall not be entitled to resell any products delivered by us which are under retention of title, except with our prior written consent.
(1) In the event of a defect of the delivered product, the Customer shall be entitled to request from us to repair the defect or to supply another product (as ordered) which is free from defects. Notwithstanding the foregoing, if the Customer is a Business Customer, we shall have the right to choose between any such remedies at our discretion, provided that such choice shall be made by us by written notice (in „text form“, including by telefax or by e-mail) within a period of three business days following receipt of the Customer’s notice of the defect. We may refuse to remedy a defective product in the manner requested by the Customer if such remedy would result in unreasonable costs.
(2) If the remedy (supplementary performance) pursuant to Section 8 (1) fails or cannot reasonably be expected from the Customer or we refuse to remedy the defect, the Customer shall be entitled to terminate the sales contract, reduce the purchase price or claim damages or frustrated expenses, in each case in accord¬ance with applicable law; provided, however, that damage claims of the Customer shall be subject to the provisions contained in Section 9 of these General Terms and Conditions.
(3) The warranty period shall be two years upon delivery of the Product if the Customer is a Consumer or otherwise twelve months upon delivery of the product.
(4) With regard to Business Customers only, the following shall apply: The Customer shall promptly upon delivery inspect the product with due care. The delivered product shall be deemed to be approved by the Customer unless the defect is notified to us (i) in case of any obvious defects within a period of five business days upon delivery or (ii) otherwise within five business days from the day when the defect has been identified.
(1) Our liability for late delivery shall, except in cases of wilful misconduct or gross negligence, be limited to an amount equal to 100% of the aggregate purchase price (including VAT).
(2) We shall not be liable (on whatever legal grounds) for damages which may not reasonably be foreseen, assuming a normal use of the product. Furthermore, our liability shall be excluded for damages resulting out of a loss of data if their recovery is not possible or impeded due to a failure to perform appropriate data back-up procedures. The foregoing limitations of liability shall not apply in cases of wilful misconduct or gross negligence.
(3) The provisions of this Section 9 shall not apply with respect to our liability for guaranteed product specifications (within the meaning of Sec. 444 of the German Civil Code), personal injury or under the German Product Liability Act.
10. Data Protection
(1) We may save and process any data relating to the Customer, to the extent necessary for the purpose of the execution and implementation of the sales contract and as long as we are required to keep such data in accordance with applicable law.
(2) We shall have the right to submit personal data relating to the Customer to credit agencies, to the extent necessary for a credit check, subject, however, to the Customer’s consent in each individual case. We shall not make available any personal data of the Customer to other third parties without the express consent of the Customer, except to the extent that a disclosure is required under applicable law.
(3) We shall not be permitted to collect, submit to any third party or otherwise process personal data of the Customer for any purpose other than those set forth in this Section 10.
11. Applicable Law and Competent Courts
(1) Any contracts entered into between us and the Customer shall be governed by the laws of the Federal Republic of Germany under exclusion of the UN Convention on the International Sale of Goods (CISG), without prejudice to any mandatory conflict of laws provisions.
(2) If the Customer is a corporation, limited liability company or commercial partnership or otherwise operates a commercial business (Kaufmann within the meaning of Sec. 1 (1) of the German Commercial Code) or is a legal entity or special fund organized under public law, the courts in Solingen, Germany, shall have exclusive jurisdiction in respect of all disputes arising out of or in connection with the relevant contract. In all other cases, we or the Customer may file suit before any court of competent jurisdiction under applicable law.
If any of these Terms and Conditions are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these Terms and Conditions are intended to be effective, then to the extent and within the jurisdiction which that Term or Condition is illegal, invalid or unenforceable, it shall be severed and deleted from this clause and the remaining terms and conditions shall survive, remain in full force and effect and continue to be binding and enforceable.