SCHMIDT-KUPPLUNG GmbH
SCHMIDT-KUPPLUNG GmbH
General Terms and Conditions of Sale and Delivery
1. General Provisions, Scope of Application
1.1. These General Terms and Conditions of Sale and Delivery (GTC) apply to all our business dealings with our customers (the Purchaser). These GTS apply only if the Purchaser is a trader (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special public fund.
1.2. These GTS apply in particular to contracts for the sale and/or delivery of movable goods, regardless of whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433, 650 BGB) . These GTC, in their current version, shall also serve as a framework agreement for future contracts concerning the sale and/or delivery of movable goods with the same customer, without us having to refer to them again in each individual case.
1.3. The following GTC apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract to the extent that we have expressly agreed to their validity. This requirement for consent applies in all cases, for example even if we carry out the delivery to the customer without reservation whilst being aware of the customer’s conflicting GTC.
1.4. Individual agreements made with the customer on a case-by-case basis (including ancillary agreements, additions and amendments) shall in all cases take precedence over these General Terms and Conditions of Sale and Delivery. The content of such agreements shall be governed by a written contract or our written confirmation.
1.5. References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply insofar as they are not directly amended or expressly excluded in these GTC.
2. Offer, Conclusion of Contract, Country of Destination
2.1. The customer’s order constitutes a binding offer, which we may accept within two weeks by sending an order confirmation or by delivering the goods. Any offers made by us prior to this are subject to change and non-binding.
2.2. For orders placed electronically (webshop), we will confirm receipt of the order without delay. However, this confirmation of receipt does not constitute our acceptance of the customer’s offer.
2.3. We reserve the ownership rights and copyright to illustrations, drawings, calculations and other documents. This also applies to written documents designated as ‘confidential’. The customer requires our express written consent before passing these on to third parties.
2.4. The goods are intended for use only in the country specified in the order confirmation. If the order confirmation contains no information on this, Germany shall be deemed the agreed country of destination.
2.5. With the exception of managing directors or authorised signatories, our employees are not authorised to enter into verbal agreements that deviate from these General Terms and Conditions. This applies in particular to the assumption of guarantees.
2.6. Unless otherwise agreed, the Incoterms 2020, including any amendments in force at the time the contract is concluded, shall apply to the interpretation of standard commercial contract terms.
3. Prices, price adjustments, terms of payment, invoice verification
3.1. Unless otherwise agreed in individual cases, our prices current at the time the contract is concluded shall apply, ex warehouse, plus packaging and statutory VAT.
3.2. A minimum invoice value of €175.00 net goods value applies. If the net invoice value for the goods ordered by the customer is below this amount, a corresponding minimum quantity surcharge equal to the difference shall be levied until the minimum invoice value is reached.
3.3. In the case of sale by delivery (Clause 5.1.), the customer shall bear the transport costs ex-warehouse and the costs of any transport insurance requested by the customer. Any customs duties, fees, taxes and other public charges shall be borne by the customer.
3.4. Price adjustment
3.4.1 If the market price for the relevant base material applicable at the time of the agreed delivery (determined in accordance with the Producer Price Index for Industrial Products (Domestic Sales) for intermediate goods published by the Federal Statistical Office, available at destatis.de, 2021 = 100) at the end of the calendar month preceding the delivery date) deviates by more than 5% from the reference price used at the time of conclusion of the contract, we shall be entitled, and – in the event of a cost reduction – obliged, to adjust the agreed price in proportion to the change in price. The price adjustment is limited to the extent of the actual change in the reference price; an adjustment aimed at achieving a profit margin exceeding the original calculation is excluded.
3.4.2 We shall notify the customer of an impending price adjustment, together with its basis and calculation, with reasonable notice, but at least 14 days before the intended effective date of the adjusted prices.
3.4.3 The Customer is entitled to withdraw from the contract if the price increases by more than 10% compared to the agreed price. The right of withdrawal must be exercised in writing within 10 working days of receipt of the notification in accordance with clause 3.4.2; the withdrawal takes effect on the announced date on which the price increase comes into force. We shall confirm the withdrawal without delay. The previous prices shall continue to apply until the withdrawal takes effect.
3.4.4 If there is a reduction in the relevant reference price without us issuing a corresponding price reduction notice within 30 days of the end of the respective calendar quarter, the Customer is entitled to demand a downward price adjustment.
3.5. Unless otherwise agreed, the purchase price is due and payable within 30 days of the invoice date without deduction. We grant a 2% discount for payment within 14 days of the invoice date. The date of payment shall be determined by the date of receipt by us.
3.6. The customer shall be in default upon expiry of the payment deadline. During the period of default, interest shall be payable on the purchase price at the applicable statutory rate of interest for late payments. We reserve the right to claim further damages arising from the default. Our entitlement to commercial interest on overdue payments (Section 353 of the German Commercial Code (HGB)) remains unaffected in dealings with merchants.
4. Delivery period, delay in delivery, security
4.1. The delivery period shall be agreed individually or specified by us upon acceptance of the order. If this is not the case, the delivery period shall be 12 weeks from the conclusion of the contract.
4.2. Compliance with the delivery period is subject to the order being fully clarified, all approvals having been granted and all documents to be provided by the customer having been received by us. The delivery period shall be extended appropriately if the above conditions are not all met in good time. The delivery period shall be deemed to have been met if the goods are ready for dispatch within the agreed period and a corresponding notification has been sent to the customer.
4.3. We are entitled to make any outstanding deliveries only against advance payment or the provision of security if, after the conclusion of the contract, we become aware of circumstances which are likely to significantly impair the customer’s creditworthiness and which jeopardise the payment of our outstanding claims by the customer under the relevant contractual relationship (e.g. following an application for the opening of insolvency proceedings). We are also entitled – where applicable after setting a deadline – to withdraw from the contract (Section 321 of the German Civil Code (BGB)). In the case of contracts for the manufacture of non-fungible goods (custom-made items), we may declare our withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.
4.4. Non-availability of the service; force majeure
4.4.1 If we are unable to meet binding delivery deadlines for reasons beyond our control (non-availability of the service), we shall inform the customer of this without delay and at the same time notify them of the expected new delivery deadline. Cases in which we are not responsible for the failure to perform include, in particular:
a) Force majeure: An unforeseen and extraordinary event beyond our control which inevitably prevents us, in whole or in part, from fulfilling our contractual obligations, and which could not have been averted or mitigated even with the exercise of reasonable care on our part.
Force majeure in this sense includes, in particular, unforeseen political events or unrest, including war and terrorist attacks, fire damage, strikes and lawful lockouts, business closures through no fault of our own, unavoidable hacker and/or cyber attacks by third parties such as DDoS attacks, natural disasters such as floods, official orders, as well as epidemics and pandemics.
b) Delayed supply to us: Delayed supply by a supplier, provided that we had concluded a corresponding covering transaction with a supplier at the time of concluding the contract with the customer and the failure to supply by the supplier is not attributable to us. A congruent covering transaction exists if, on the date of conclusion of the contract with the customer, we had a legally binding supply contract with a supplier which, viewed objectively, was such that, had everything proceeded smoothly, we would have been able to supply the customer with the same certainty as we had promised.
4.4.2 If the goods are still not available within the new delivery period notified in accordance with clause 4.4.1, we shall be entitled to withdraw from the contract in whole or in part. We shall refund any payment already made by the customer without delay.
4.4.3 Our statutory rights of withdrawal and termination, as well as the statutory provisions governing the settlement of the contract in the event of an exclusion of the obligation to perform (e.g. impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected. The purchaser’s rights of withdrawal and termination pursuant to Clause 8 of these General Terms and Conditions of Sale also remain unaffected.
4.5. The occurrence of a delay in delivery on our part shall be determined in accordance with the statutory provisions. Notwithstanding this, however, a reminder from the Customer is required in all cases. Should we be in default of delivery, the Customer may demand lump-sum compensation for the loss caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, but in total to no more than 5% of the delivery value of the goods delivered late. We reserve the right to prove that the Customer has suffered no damage at all or only significantly less damage than the above-mentioned lump sum.
5. Delivery, transfer of risk, acceptance, default of acceptance
5.1. Delivery is ex warehouse, which is also the place of performance. At the customer’s request and expense, the goods will be dispatched to a different destination (sale by delivery). Unless otherwise agreed, we are entitled to determine the method of dispatch (in particular the carrier, route of dispatch and packaging) ourselves.
5.2. We are obliged to comply with foreign packaging, weighing and customs regulations provided the customer provides us with precise details in good time. Any additional costs incurred as a result shall be borne by the customer.
5.3. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, passes to the customer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. Where acceptance has been agreed, this shall be decisive for the passing of risk. In all other respects, the statutory provisions of the law governing contracts for work and services shall apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed to have taken place if the customer is in default of acceptance.
5.4. If the customer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to claim compensation for the resulting loss, including additional expenses (e.g. storage costs). For this, we shall charge a flat-rate compensation of 0.03% of the price of the items to be delivered for each calendar day or part thereof, commencing from the delivery deadline or – in the absence of a delivery deadline – from the notification that the goods are ready for dispatch.
5.5. The right to prove higher damages and our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; however, the flat-rate amount shall be set off against any further monetary claims. The Customer is entitled to prove that we have incurred no damage at all or only significantly less damage than the aforementioned flat-rate amount.
6. Liability for defects
6.1. The statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title, unless otherwise specified below. In all cases, the special statutory provisions regarding final delivery of the goods to a consumer (supplier’s right of recourse pursuant to Sections 327u, 445a–445c and 478 of the German Civil Code (BGB)).
6.2. Normal wear and tear typical of the product’s use, or premature wear resulting from atypical use—such as unusually high loads—does not constitute a defect. Modifications made in the course of technical progress which do not impair the product’s functionality are also not considered defects.
6.3. The customer’s claims for defects are subject to their having fulfilled their statutory obligations to inspect and give notice of defects (Sections 377, 381 of the German Commercial Code (HGB)). If a defect becomes apparent during the inspection or at a later date, we must be notified of this immediately in writing. Notification shall be deemed to have been made without delay if it is made within one week, whereby timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the customer must notify us in writing of any obvious defects (including incorrect or short deliveries) within ten days of delivery, whereby, again, timely dispatch of the notification is sufficient to meet the deadline. If the customer fails to carry out the proper inspection and/or give notice of defects, our liability for the unreported defect is excluded.
6.4. If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement). The right to refuse the chosen method of subsequent performance under the statutory conditions remains unaffected.
6.5. We are entitled to make the performance of our obligation to remedy the defect conditional upon the customer paying the purchase price due. However, the customer is entitled to withhold a portion of the purchase price that is proportionate to the defect.
6.6. The customer must allow us the time and opportunity necessary for the required subsequent performance, in particular to hand over the goods subject to complaint for inspection. In the event of a replacement delivery, the customer must return the defective item to us in accordance with statutory provisions.
6.7. We shall bear the costs necessary for the purposes of inspection and subsequent performance, in particular transport, travel, labour and material costs, if a defect actually exists. However, if a request by the customer for the rectification of a defect proves to be unjustified, we may demand reimbursement from the customer for the costs incurred as a result (in particular inspection and transport costs), unless the absence of a defect was not apparent to the customer.
6.8. If the subsequent performance has failed, or if a reasonable period to be set by the Customer for subsequent performance has expired without result or is dispensable under statutory provisions, the Customer may withdraw from the purchase contract or reduce the purchase price. However, there is no right of withdrawal in the case of a minor defect.
6.9. The Customer’s claims for damages or reimbursement of wasted expenditure shall only arise in accordance with Clause 8 and are otherwise excluded.
7. Property Rights
7.1. Unless otherwise agreed, we are obliged to deliver the goods free from third-party industrial property rights and copyrights (hereinafter ‘property rights’) solely within the country of the place of delivery. If a third party asserts a claim against the customer on the grounds of an infringement of property rights arising from deliveries made by us and used in accordance with the contract, we shall be liable to the customer within the period specified in Clause 9 as follows:
7.1.1 At our discretion and at our expense, we shall either obtain a licence for the goods in question, modify them so that the intellectual property right is not infringed, or replace them. If we are unable to do so on reasonable terms, the Customer shall be entitled to the statutory rights of withdrawal or reduction.
7.1.2 The obligation to pay damages is governed by Clause 8.
7.1.3 The aforementioned obligations shall apply only insofar as the Customer notifies us immediately of any claims asserted by third parties, does not acknowledge any infringement, and we reserve the right to take all defensive measures and conduct settlement negotiations. If the customer ceases use of the delivery to mitigate damages or for other important reasons, they are obliged to inform the third party that the cessation of use does not constitute an acknowledgement of an infringement of intellectual property rights.
7.2. The Customer’s claims are excluded to the extent that the Customer is responsible for the infringement of intellectual property rights.
7.3. The Customer’s claims are further excluded to the extent that the infringement of intellectual property rights is caused by specific instructions from the Customer, by an application that we could not have foreseen, or by the fact that the delivery has been modified by the Customer or used in conjunction with products not supplied by us.
7.4. In the event of infringements of intellectual property rights, the provisions set out herein regarding material defects in accordance with Clause 6 shall apply mutatis mutandis. These provisions shall also apply in the event of other defects of title.
7.5. Any further claims or claims other than those regulated in this clause which the Customer may have against us and our vicarious agents on the grounds of a defect of title are excluded.
7.6. Insofar as the Customer is responsible for the infringement of intellectual property rights, the Customer shall indemnify us against all claims by third parties, plus any necessary legal costs, arising from the infringement of intellectual property rights by the Customer.
8. Other claims, liability
8.1. Unless otherwise provided for in these General Terms and Conditions, including the following provisions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
8.2. We shall be liable for damages – regardless of the legal basis – in cases of intent and gross negligence. In cases of simple negligence, we shall only be liable
8.2.1 for damage resulting from injury to life, limb or health,
8.2.2 for damage resulting from a breach of a material contractual obligation (an obligation the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer regularly relies and is entitled to rely); in which case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
8.3. The limitations of liability arising from clause 8.2 shall not apply insofar as we have fraudulently concealed a defect or have given a guarantee as to the quality of the goods. The same applies to claims by the customer under the Product Liability Act.
8.4. In the event of a breach of duty that does not constitute a defect, the Customer may only withdraw from the contract or terminate it if we are responsible for the breach. Any right of the Customer to terminate the contract at will (in particular pursuant to Sections 650 and 648 of the German Civil Code (BGB)) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
9. Limitation period
9.1. If the customer is a business, notwithstanding § 438(1)(3) of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title, with the exception of claims for damages, shall be one year from delivery. Where acceptance has been agreed, the limitation period shall commence upon acceptance.
9.2. If, upon the expiry of the limitation period, the customer can no longer claim delivery of a defect-free item or rectification of the defect, claims for damages can no longer be based on this. This shall not apply if we breached our obligation to deliver a defect-free item or rectify the defect at a time when the customer’s claim was not yet time-barred. The statutory limitation periods apply to claims for damages based on this.
9.3. This shall not affect special statutory provisions governing third-party claims for the return of property in rem (Section 438(1)(1) of the German Civil Code (BGB)), claims relating to buildings and building materials (Section 438(1)(2) BGB), in the event of fraudulent misrepresentation by the seller (Section 438(3) of the German Civil Code (BGB)) and for claims under supplier recourse in the case of final delivery to a consumer (Sections 327j, 445b of the German Civil Code (BGB)).
9.4. The limitation periods under the Product Liability Act remain unaffected in all cases.
10. Retention of title
10.1. We retain title to the goods sold until full payment has been made of all present and future claims arising from the sales contract and an ongoing business relationship (secured claims).
10.2. Goods subject to retention of title may not be pledged to third parties or transferred as security until the secured claims have been paid in full. The customer must notify us immediately in writing if and to the extent that third parties seek to seize the goods belonging to us.
10.3. In the event of the customer’s breach of contract, in particular failure to pay the purchase price when due, we shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and to reclaim the goods on the basis of the retention of title and the withdrawal. If the customer fails to pay the purchase price due, we may only exercise these rights if we have previously set the customer a reasonable deadline for payment without success, or if setting such a deadline is dispensable under the statutory provisions.
10.4. The customer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:
10.4.1 The retention of title extends to the full value of any products created through the processing, mixing or combining of our goods, in which case we shall be deemed the manufacturer. If, following processing, mixing or combining with goods belonging to third parties, the third parties’ title remains in force, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
10.4.2 The purchaser hereby assigns to us, by way of security, all claims against third parties arising from the resale of the goods or the product, either in full or in the amount of our share of co-ownership in accordance with the preceding paragraph. We accept the assignment. The purchaser’s obligations set out in clause 10.2 shall also apply in respect of the assigned claims.
10.4.3 The Customer remains authorised, alongside us, to collect the claim. We undertake not to collect the claim so long as the Customer meets its payment obligations to us, is not in default of payment, no application has been made for the opening of insolvency proceedings, and there is no other impairment of its ability to pay. Should this, however, be the case, we may demand that the customer discloses to us the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment.
10.4.4 If the realisable value of the security exceeds our claims by more than 10%, we shall, at the Customer’s request, release security of our choice.
10.5. If the retention of title is not effective in the form set out above under the law of the country in which the goods are located at any given time, the customer shall cooperate with us in establishing a security interest in accordance with the provisions of that country.
11. Cancellation by the Customer
11.1. The Customer is entitled to cancel their order without giving any specific reason. However, if this occurs within three months of the agreed delivery date and the goods in question are from our standard production (fungible goods), this is only possible upon payment of an amount equivalent to 8% of the total price for the goods cancelled. The customer reserves the right to prove that, after deducting the expenses saved from the agreed remuneration, we are entitled to no amount or only a significantly lower amount.
11.2. In the event of cancellations of custom-made items (non-fungible goods), we are entitled to the claims set out in Section 648 of the German Civil Code (BGB). Accordingly, we are entitled to demand the agreed remuneration. However, we must offset any expenses we save as a result of the cancellation of the contract, or any income we earn or maliciously fail to earn through the alternative use of our workforce. For partial services not yet rendered by us, we may claim a lump sum amounting to 8% of the total price of these partial services as compensation for our expenses and loss of profit. The customer reserves the right to prove that we are not entitled to any amount under Section 648 of the German Civil Code (BGB) or are entitled only to a substantially lower amount.
12. Set-off, Retention, Assignment
12.1. The Customer shall only be entitled to set-off rights if their counterclaims have been legally established, are undisputed or have been recognised by us. Furthermore, the Customer shall only be authorised to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.
12.2. The rights and obligations arising from contracts concluded with us may not be transferred by the customer to a third party without our consent.
12.3. If an assignment made without our consent pursuant to Section 354a of the German Commercial Code (HGB) is nevertheless valid, this shall not affect our right to set off any counterclaims against the customer (the original creditor).
13. Export control; re-export prohibition (No-Russia clause)
13.1. The Customer shall comply with all applicable national and international export control regulations as well as the sanctions regulations of the European Union, the Federal Republic of Germany and other applicable legal systems (in particular Council Regulation (EU) No 833/2014, as amended, as well as the Foreign Trade Act (AWG) and the Foreign Trade Ordinance (AWV)).
13.2. The Customer shall not sell, supply, transfer or otherwise make available, either directly or indirectly, the goods, technologies and other services supplied by us that fall within the scope of Article 12g of Regulation (EU) No 833/2014 (in particular goods listed in Annexes XI, XX, XXXV and XL of the Regulation), directly or indirectly into the Russian Federation or for use in the Russian Federation, nor into the Republic of Belarus or for use in the Republic of Belarus. This also applies to the sale, delivery, transfer or export to third parties if it is or should have been apparent to the Customer that the goods are indirectly intended for any of the aforementioned uses.
13.3. The Purchaser shall use reasonable endeavours to ensure that the purpose of clause 13.2 is not circumvented by third parties in the downstream supply chain, including any resellers. To this end, the Purchaser shall establish and maintain appropriate monitoring mechanisms capable of detecting any actions by third parties that breach the contract.
13.4. The Customer is obliged to inform us immediately in writing as soon as it becomes aware of any circumstances that indicate an imminent or actual breach of the obligations set out in clauses 13.2 or 13.3. Breaches of the re-export ban or indications thereof must be reported by us to the competent Federal Office for Economic Affairs and Export Control (BAFA) in accordance with Article 12g(4) of Regulation (EU) No 833/2014.
13.5. Any breach of clauses 13.2 and 13.3 constitutes a material breach of an essential element of the contract, and we shall be entitled to demand appropriate remedial measures, including, but not limited to: (i) termination or cancellation of the Contract; and (ii) a contractual penalty amounting to 10% of the total value of the Contract or the price of the goods delivered, whichever is higher.
14. Newsletter Advertising
We collect the customer’s email address in connection with the conclusion of the relevant sales contract. We hereby inform the customer that we may use the email address collected in this way to send newsletters and other direct marketing via email for our own similar goods and services. The customer may object to the use of their email address for advertising purposes at any time, without incurring any costs other than the transmission costs in accordance with standard rates. The objection may be made informally, in particular by email; furthermore, every newsletter sent by us includes an option to unsubscribe.
15. Contract text, applicable law, place of jurisdiction
15.1. The contract text is stored on our internal systems. The General Terms and Conditions can be viewed on our website at any time. The order details are sent to the customer by email. Once the order has been completed, the order details are no longer accessible via the internet for security reasons.
15.2. These General Terms and Conditions and all legal relationships between us and the customer shall be governed by the law of the Federal Republic of Germany, to the exclusion of all international and supranational (contract) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. However, the conditions and effects of the retention of title pursuant to Clause 10 shall be governed by the law of the respective location of the goods, insofar as the choice of law in favour of German law is inadmissible or ineffective under that law.
15.3. If the customer is a trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Wolfenbüttel. However, we are also entitled to bring an action at the customer’s general place of jurisdiction.
As at: 03/2026