The delivery and payment conditions given below supplement the prevailing laws as a basis for the delivery and other service contracts from the firm Schäper Sportgerätebau GmbH. Deviations from purchasing orders are only binding if they are specifically confirmed by Schaeper in writing.
1. Conclusion of Contract
There is only a binding delivery and service contract when Schaeper provides a written order confirmation.
1. Offers from Schaeper are only valid for three months from the date of the offer.
2. There is only a binding price on receipt of a written order confirmation by Schaeper provided that the original order conditions remain unchanged. The prices charged by Schaeper are quoted in EURO (€) ex factory excluding the prevailing value added taxation at the time of delivery.
3. Package, postage, insurance and other associated delivery charges are not included and will be added to the account.
4. Any changes to the conditions of delivery made at the request of the purchaser after receipt of the order confirmation will be made at the cost of the purchaser.
5. Construction drawings, tools, designs and similar work which is performed at the instigation of the purchaser will also be charged for even if no order is made. Thus, these conditions apply even before an order is made.
3. Delivery Quantity and Deadlines
1. The agreed delivery time is to be regarded as approximate. No responsibility is accepted for keeping to an exact deadline.
2. Delivery depends on the prevailing work and business situation. If there is a delay in delivery, a contract may be set aside after an appropriate period of time, but no compensation may be requested.
3. Materials and accounting errors, strikes, lock-outs, including those affecting the businesses of third parties, and acts of God, release Schaeper from delivery obligations.
1. Schaeper provides a two-year guarantee for newly manufactured sporting equipment, and one year for used or refurbished sporting equipment. If the purchaser is a business person or legal person according to public law there will be a guarantee of one year.
2. The purchaser must examine the goods immediately after delivery in order to determine if there are any defects. Obvious defects must be communicated in writing to Schaeper immediately or at least within a week after receipt of the goods. If obvious defects are not reported either in time or as specified, they will be excluded from the guarantee.
3. Other defects must be shown to Schaeper within a week of their being detected.
4. Schaeper is liable only to purchasers who are users for defects in advertising, brochures or instruction manuals.
5. Insignificant defects which affect neither the value nor the use of the sporting equipment in any significant manner are excluded from the guarantee.
6. Schaeper is entitled to decide on subsequent fulfilment of the contract. This means that the firm decides whether to eliminate a defect or supply new goods. If the elimination of a defect is unsuccessful, Schaeper is entitled to one more attempt. Also in the case of such a second attempt, Schaeper will decide between a new delivery or the elimination of a defect.
7. The purchaser is only entitled to set aside the contract and/or entitled to damages or compensation, if the second attempt at eliminating defects does not succeed. There will only be a claim for damages if Schaeper has been grossly negligent or if such damages were caused wilfully. In any event, the damages will be limited to the value of the direct adverse effect. Compensation for damages caused by defects is excluded unless such damages were caused wilfully.
8. Unless agreed in writing, there is no guarantee for individual or specially manufactured (custom made) items which are used in conjunction with products from third parties.
5. Breach of Duty
1. Liability for breach of duty by Schaeper is limited to gross negligence or deliberate breaches of duty.
2. Schaeper is not liable for breaches of duty which result from services or work associated with drawings, printed material or designs examined by the purchaser and which have been accepted by the purchaser as the basis for production. Schaeper is not liable for the correctness of reproduced designs or for the associated potential effectiveness or safety of the resulting products. However, Schaeper is obliged to inform the purchaser immediately as to the technical impossibility of implementing designs, to the extent that detecting such impossibility is feasible in advance.
3. In particular, where performed according to the purchaser’s instructions, liability towards third parties is expressly excluded. Schaeper has no obligation to inspect equipment with respect to the protection of third parties.
6. Payment Conditions
1. Provided no arrangement has been made to the contrary, all accounts from Schaeper must be paid within 30 days of the date of the invoice. Net amounts under €100.00 are to be paid immediately after receipt of the goods.
2. If payment deadlines are exceeded, Schaeper is entitled to charge interest 5% above the base rate set by the German Federal Bank (Deutsche Bundesbank). If the purchaser is not a final user, a rate 8% higher than that set by the German Federal Bank will be charged. If Schaeper can prove that still higher damages were caused by the delay, this higher level will be charged.
3. Bills of exchange are not accepted and cheques need to be cleared before they are accepted.
4. If payment is in arrear, Schaeper is entitled to refuse further fulfilment of the contract. If payment is substantially jeopardised, Schaeper is entitled to demand payment in advance or sufficient security. If the purchaser refuses payment in advance or to provide security, Schaeper may cancel (set aside) the contract and demand compensation.
5. Irrespective of any preferences on the part of the purchaser, payments will discharge the amount owed in the following order: costs, interest and finally, the original invoice/s. Where several demands are made by Schaeper, initially the first that was made will be paid and then the others according to the date on which the cost was incurred.
6. With respect to individual, special or customised production in connection with third parties, the following payment conditions apply: 1/3rd of the agreed sum on signing the contract, 1/3rd on completion of production and 1/3rd in terms of the conditions of payment specified in 6.1.
7. Ownership Rights
1. Until complete payment of all sums owed by the purchaser at the specified invoice date, the delivered goods remain the property of Schaeper.
2. If further work is carried out on reserved goods, Schaeper is entitled to joint ownership to the value of the goods prior to the further work. Sale of the reserved goods is only permissible by the purchaser in the normal course of business. If the purchaser resells the reserved goods, at the time of sale, the rights with respect to the new owner transfer to Schaeper. The purchaser must then oblige the new owner to make all subsequent payment obligations resulting from a further purchase, directly to Schaeper. Any exceptions require previous written agreement between Schaeper and the purchaser.
3. In general, reserved goods may not be disposed of and in particular, their use for security or pledges is not permitted.
4. In the case of a compulsory sequestration (attachment) of the assets of the purchaser and if the reserved goods are affected by this, Schaeper must immediately be notified in writing and provided with all the relevant information (the organisation carrying out the foreclosure, file/reference number), or the foreclosure protocols.
5. Work which has been conducted by Schaeper for the purchaser, but is not part of the product as such (for example, plans, designs, tools etc), remain the property of Schaeper.
8. Place of Performance/Delivery/Payment and Jurisdiction
1. Muenster in Westphalia is the place of fulfilment and jurisdiction.
2. The legal relations between the contractual partners are subject exclusively to German law..