1. Scope, General
These Delivery and Payment Terms – hereinafter referred to as DPT – apply to all current and future contracts for sales and deliveries by SCHEELEN® Institute for Management Consulting and Educational Marketing as the supplier. Deviations from these terms of sale – especially the applicability of the buyer’s purchasing regulations – require our express written acknowledgment.
1.1 Einkaufsbedingungen des Käufers wird hiermit ausdrücklich widersprochen.
1.2 This contract is governed by German law.
2. Delivery
2.1 The shipment of ordered goods is at the customer’s own risk. This also applies if the delivery is made by us.
2.2 Solange der Käufer mit einer Verbindlichkeit im Rückstand ist, ruht unsere Lieferpflicht.
2.3 In the event of a culpable exceeding of an agreed delivery period, default in delivery only occurs after a reasonable grace period has been set.
3. Pricing
3.1 Unless otherwise agreed, our deliveries are ex works, without packaging.
3.2 The prices valid on the day of delivery always apply for invoicing. If these are higher than at the time of contract conclusion, the customer is entitled to withdraw from the contract regarding the quantities not yet accepted within 14 days of notification of the price increase.
3.3 For agreed freight-free delivery, the prices quoted by us are based on the freight and ancillary charges valid at the time of the offer. They will therefore be adjusted in favor of or to the detriment of the contractor to changed freight and ancillary charge rates for our delivery, without the buyer being entitled to a right of withdrawal in this respect.
4. Force Majeure
Cases of force majeure – defined as circumstances and events that cannot be prevented with the diligence of proper business management – suspend the contractual obligations of the parties for the duration of the disruption and to the extent of their effect. If delays resulting therefrom exceed a period of six weeks, both contracting parties are entitled to withdraw from the contract with regard to the affected scope of services. No other claims exist.
5. Payment Terms, Payment
5.1 Unless expressly otherwise agreed, the invoice amount is due net within 8 days of the invoice date. Payment must be made in such a way that the amount designated for invoice settlement is available to us no later than the due date. Payments will always be used to settle the oldest outstanding debts plus any accrued interest on those debts.
5.2 If the payment deadline is exceeded, the buyer is in default of payment from the 9th invoice day (inclusive). No special reminder is required for the accrual of default interest, § 284 II BGB (German Civil Code).
5.3 Bei Überschreitung der Zahlungsfrist werden unter Vorbehalt der Geltendmachung eines weiteren Schadens Verzugszinsen in Höhe der banküblichen Debetzinsen, mindestens 3% über dem jeweiligen Bundesbank – Diskontsatz, berechnet.
5.5 Bei Zahlungsverzug und begründeten Zweifeln an der Zahlungsfähigkeit oder Kreditwürdigkeit des Käufers sind wir – unbeschadet unserer sonstigen Rechte – befugt, Sicherheiten oder Vorauszahlungen für ausstehende Lieferungen zu verlangen und sämtliche Ansprüche aus der Geschäftsverbindung sofort fällig zu stellen.
5.6 Only undisputed claims or claims that have been legally established entitle the buyer to offset or withhold payment.
6. Shipping
6.1 Loading and shipping are uninsured and at the recipient’s risk.
6.2 We will endeavor to consider the buyer’s wishes and interests regarding the shipping method and route; any additional costs incurred thereby – even for agreed freight-free delivery – shall be borne by the buyer.
7. Warranty
7.1 All information regarding the suitability, processing, and application of our products, technical advice, and other information is provided to the best of our knowledge, but does not relieve the buyer from conducting their own tests and trials.
7.2 The buyer must immediately inspect the delivered goods upon receipt – as far as reasonable, also by means of a sample processing – for defects regarding quality and intended use; otherwise, the goods shall be deemed approved.
7.3 Complaints will only be considered if they are made in writing within eight days of receipt of the goods – in the case of hidden defects, after their discovery, but no later than six months after receipt of the goods – with supporting documents.
7.4 Our warranty obligation is limited, at our discretion, to replacement delivery, rescission, reduction, or rectification. Goods complained about may only be returned with our express consent.
8. Damages
To the extent permitted by law, our obligation to pay damages, regardless of the legal reason, is limited to the invoice value of our goods directly involved in the damaging event. This does not apply insofar as we are liable without limitation due to mandatory legal provisions for intent or gross negligence.
9. Retention of Title
9.1 The sold goods remain our property until full payment of our claims arising from the business relationship with the buyer. The buyer is authorized to dispose of the purchased goods in the ordinary course of business.
9.2 The retention of title also extends to the products resulting from the processing, mixing, or combining of our goods to their full value, whereby we are considered the manufacturer. If, in the event of processing, mixing, or combining with goods of third parties, their ownership rights remain, we acquire co-ownership in proportion to the invoice values of these processed goods.
9.3 The buyer hereby assigns to us, for security, all claims arising from the resale against third parties, either in full or to the extent of our co-ownership share (cf. Section 9.2). The buyer is authorized to collect these claims for our account until revocation or cessation of their payments to us. The buyer is also not authorized to assign these claims for the purpose of collecting receivables by way of factoring, unless the factor simultaneously undertakes the obligation to make the counter-performance directly to us to the extent of our share of the claim, as long as we still have claims against the buyer.
9.4 Zugriffe Dritter auf die uns gehörenden Waren und Forderungen sind uns vom Käufer unverzüglich mit eingeschriebenem Brief mitzuteilen.
9.5 Die Ausübung des Eigentumsvorbehalts bedeutet nicht den Rücktritt vom Vertrag.
9.6 Die Waren und die an ihre Stelle tretenden Forderungen dürfen vor vollständiger Bezahlung unserer Forderungen weder an Dritte verpfändet noch zur Sicherung übereignet oder abgetreten werden.
9.7 If the value of the securities exceeds our claims by more than 20%, we will release securities of our choice upon the buyer’s request to that extent.
10. Place of Performance and Jurisdiction
The place of performance and exclusive place of jurisdiction for delivery and payments, including check and bill of exchange actions, as well as all resulting disputes, is the respective place of dispatch of the goods. If the buyer is a merchant, the place of jurisdiction is Waldshut-Tiengen or, at our discretion, their general place of jurisdiction. The place of performance and jurisdiction of Waldshut-Tiengen also applies to customers from abroad.
11. Severability Clause
The invalidity of individual provisions of a contract does not affect the validity of the remaining provisions and the contract as a whole. A regulation that comes closest in its economic content to the invalid provision shall replace the invalid provision.
12. Use of Artificial Intelligence (AI)
We use AI-powered technologies to provide certain services. These can generate automated content, support processes, or prepare decisions. Their use is exclusively within the scope of the contractually agreed services.
Insofar as personal data is processed in this context, this is done in compliance with the applicable data protection regulations, in particular in accordance with the General Data Protection Regulation (GDPR). Automated decisions with legal effect are not made without human review.
Subject to change
By placing an order, the customer agrees to our terms of sale and payment.
