1. General - Scope

The terms and conditions of delivery and payment outlined here apply to all future contracts, sales and deliveries of the SCHEELEN® Institute for Talent Profiling and Development as a supplier. Deviations from these sales conditions require our express written approval, in particular the validity of purchasing terms of the buyer.

1.1 The buyer’s conditions of purchase shall hereby be expressly refuted.

1.2 This contract is governed by German law.

2. Shipment

2.1 The goods ordered are dispatched at the client’s own risk. This also applies, if the delivery is carried out by ourselves.

2.2 As long as the buyer is in delay with a liability, our delivery obligation shall rest.

2.3 In case of culpable infringement of an arranged delivery obligation, a delay in delivery is only given after setting an appropriate extension period.

3. Calculation

3.1 Unless otherwise agreed in writing, all deliveries shall be ex works, exclusive of any packaging.

3.2 Calculation is always based on the prices effective on the day of delivery. If these are higher than at the time of contract conclusion, the customer has the right to terminate the contract with regard to the quantity not yet purchased within 14 days of the notification of the price increase.

3.3 If for instance freight-free delivery has been agreed, the prices that we have quoted are based on the freight and extra charges valid at the time of offer. Hence, the prices of our delivery will be adjusted to changed freight and extra charges either to the benefit or the debit of the contractor; the buyer shall not have the right to cancel the order for this purpose.

4. Force Majeure

Events of force majeure - as such apply circumstances and occurrences that cannot be prevented by diligence or proper business management - shall suspend the contractual obligations of the parties affected for the duration of the disruption and to the extent of their effect. If delays caused by force majeur events exceed the period of six weeks, both contracting parties shall be entitled to revoke the contract with respect to the affected scope of services. The parties are not entitled to any further claims.

5. Terms of payment, payment

5.1 The invoice amount shall be paid within 8 days after invoice date, unless any other agreement has been expressly made. Payment shall be made in such a manner that the amount agreed for the calculation balance is available at the latest on the due date. All payments always become the payment of the oldest due invoice plus the related interest on debts that has resulted.

5.2 If the agreed payment period of 8 days is exceeded, the buyer is in default of payment beginning from day nine after the invoice date. According to § 284 II BGB (German Civil Code), there is no need for a special reminder that default interest will be charged in case of late payment.

5.3 If the agreed payment period is exceeded, interests in the amount of normal bank debit rates, at least 3 % above the Deutsche Bundesbank rate, will be charged, while we reserve the right to claim further damage.

5.5 Irrespective of any other rights we are entitled to, if payment is late or if there are justified doubts on the buyer’s solvency or creditworthiness, we are authorized to demand securities or pre-payment for outstanding deliveries and declare all demands based on our business relationship to be due immediately.

5.6 Only undisputed claims or legally established debts shall entitle the buyer to offset or retain payment.

6. Shipment

6.1 Loading and shipment are not insured for and will be carried out at the risk of the customer.

6.2 With respect to the shipment method and route, we shall try to take into consideration any requests and interests of the buyer; any additional costs resulting shall be borne by the buyer, even if freight-free delivery has been agreed.

7. Warranty

7.1 All information about our products’ suitability, processing and application, as well as all technical advice and other indications given are made to the best of our knowledge, but do not exempt the buyer from his own checks and tests.

7.2 Upon arrival, the buyer should immediately examine the delivered goods for defects regarding their quality and purpose of application (if reasonable even by trial processing); otherwise, the goods shall be regarded as accepted.

7.3 Complaints will only be considered if they are raised in written form with supporting documents within eight days after receipt of the goods; in case of hidden faults, however, complaints are to be made immediately on discovery, within six month after receipt at the very latest.

7.4 Our warranty obligation is restricted to our choice on compensation delivery, change, reduction or improvement. Defective goods may only be returned to us upon our express consent.

8. Compensation for Damages

To the extent permitted by law, our liability for damages, for any legal reasons whatsoever, is limited to the invoice value of our goods which are directly involved in the event causing the damage. This does not apply if we bear unlimited liability for intent or gross negligence pursuant to mandatory provisions of law.

9. Retention of Title

9.1 Until full payment of our claims arising from the business relationship with the client, the goods sold shall remain our property. The client is entitled to dispose of the goods purchased in the ordinary course of business.

9.2 The retention of title also applies to the products resulting from the processing, mixing or combining of our goods up to the resulting products' full value, and we shall be deemed to be the manufacturer. If, in case of processing, mixing or combining our goods with products of a third party, the title of the third party is retained, we shall acquire co-ownership in proportion to the invoice value of the processed items.

9.3 As a security, the client assigns to us any and all claims from the resale of the goods or products against third parties in total or to the extent of any co-ownership which we acquire (cf. section 9.2). The client is authorized to collect on these claims for our invoices as long as he meets his payment obligation in relation to us.

The client is not authorized to cede these claims for the purpose of collecting the claims by way of factoring, unless at the same time, the factoring party is instructed to effect payment directly to us in the amount of our claims which we may have against the client.

9.4 The buyer shall notify us immediately by registered letter about the access of third parties to products and claims belonging to us.

9.5 Exercising retention of title will not be deemed withdrawal from the contract.

9.6 The goods and claims related to them must not be pledged nor assigned or transferred as security to third parties until full payment of our demands.

9.7 If the value of the securities exceed our claims by more than 20 %, we will, at the buyer’s request, release securities of our choice.

10. Place of Performance and Jurisdiction

Place of performance and exclusive place of jurisdiction for all deliveries and payments, including actions due to checks and bills of exchange, and all disputes arising is the respective place of dispatch of the goods. If the purchaser is a trader, the place of jurisdiction is Waldshut-Tiengen or, at our choice, his general court of jurisdiction. The place of performance and place of jurisdiction also apply for foreign customers.

11. Severability Clause

In case one or more clauses of these terms and conditions should be or become invalid, this shall not affect the validity of any other clause. The invalid clause shall be replaced by a provision that regulates the economic intent of the invalid clause to the full extent or as far as possible in a legally effective manner.

Subject to Change

By placing the order, the customer expressly declares his/her consent to our terms and conditions of purchase and payment.