GENERAL TERMS AND (PAYMENT) CONDITIONS

 

1. Scope of application

 

1.1. All deliveries, services and offers pertaining to Schambeck Automotive GmbH, Schambeck Bohemia sro, and/or Schambeck Slovakia sro (hereinafter "Schambeck Group") are made exclusively on the basis of these General Terms and Conditions (hereinafter the "GTC").These are an integral part of all contracts concluded by Schambeck Group with its contractual partners (hereinafter the "Customer") with regard to the deliveries or services it offers.These also apply to all future deliveries, services or offers to the Customer, even if they are not specifically agreed again.These terms and conditions are deemed to have been accepted at the latest with the receipt of the services by the Customer.

 

1.2. The terms and conditions of the Customer or third parties do not apply in principle, even if Schambeck Group does not dispute their validity in individual cases.Even if Schambeck Group refers to correspondence that contains or refers to buyer or third-party terms and conditions, this does not constitute acceptance of the same.

 

1.3. In individual cases, deviating terms of the customer are only part of the contract insofar as they are not in conflict with the existing General Terms and Conditions and are expressly confirmed by Schambeck Group as applicable instead of the existing General Terms and Conditions.

 

1.4. Schambeck Group shall carry out the tasks assigned to it as contractor.

 

1.5. VDA (a German quality management system standard) Volume 16 applies fully if the activities to be carried out by Schambeck Group are the examination, sorting and/or finishing of decorative surfaces of accessory and functional parts on the interior and exterior of cars.VDA Volume 16 also applies in case of visual inspection of parts other than those described in Clause 1.Deviations thereof must be agreed separately in text form.

 

1.6. Schambeck Group has the right to amend the aforementioned terms and conditions if situations arise that are beyond its control or have not been arranged by Schambeck Group.Such situations are, among other eventualities, an amendment to the law, or a change in the jurisdiction or market conditions, provided that they affect the balanced relationship of the contractual parties.The amendment may only be made if contractual obligations remain unaffected.

 

1.7. Amendments may also be made if the execution of the contract is likely to fail due to loopholes in the contract.

 

 

2. Realisation of the contract

 

2.1. The contract shall enter into effect with the delivery of the order form prepared by Schambeck Group and confirmation of the same by Schambeck Group.The order form must be signed by an authorized person and sent to Schambeck Group by mail, fax or as a scanned document in electronic form (e-mail).

 

2.2. If an order is placed by telephone, the customer is obliged to submit the order in accordance with Section 2.1.

 

2.3. The order shall enter into effect at the latest when the ordered goods have been delivered or the agreed service has been performed by Schambeck Group.

 

 

3. Subject of the contract

 

3.1. Specific delivery and service details (such as duration, remuneration, quantity) are established through individual contracts between Schambeck Group and the Customer.

 

3.1.1. Subsequent agreements that are concluded verbally must be put in writing in order to be valid and are appended to the contract concluded between the parties.

 

3.1.2. When placing orders, information on the number of Schambeck Group employees to be used for the execution of the order cannot be taken into account in individual cases.

 

3.2. If the subject of the contract is the provision of consultancy or similar services, these must also be established in writing through individual contractual arrangements.Paragraph 2 shall apply correspondingly.The consultancy service shall be considered to have been performed if the agreed need for improvements has been established and/or evaluated through examinations, evaluations, investigations and the like.

 

 

4. Terms and conditions of delivery and performance

 

4.1. Schambeck Group undertakes to carry out the contractual services and/or deliveries agreed upon by the parties in accordance with the agreements within the specified time frame.

 

4.2. If the goods are to be sent by a third-party shipper, any dates and deadlines for delivery refer to the date/time the goods are to be handed over to the carrier, freight forwarder or other third parties responsible for the transportation of the same.

 

4.3. Without prejudice to its rights arising from the default of the contracting party, Schambeck Group may require the Customer to extend delivery and performance deadlines or to postpone the delivery and performance deadlines until such time as the Customer meets its obligations to Schambeck Group.

 

4.4. Schambeck Group is not liable for the impossibility of delivery or for delays in delivery if these are caused by a force majeure or other events that could not be foreseen at the time when the contract was signed (e.g. operational disruptions of all kinds, difficulties in material or energy procurement, transport delays, strikes, lawful lockouts, difficulties in obtaining the necessary regulatory approvals, governmental actions or missing, wrong, or late delivery by suppliers), for which Schambeck Group cannot be held responsible.Schambeck Group has the right to withdraw from the contract insofar as such events make delivery or service performance substantially more difficult or impossible for Schambeck Group and said obstruction is not of temporary duration.If there are impediments of a temporary nature, delivery or service deadlines may be extended or postponed to cover the duration of the hindrance and extra time is given to allow the provider to fulfil its obligations.Insofar as the Customer, as a result of the delay, cannot be expected to accept the delivery of goods or provision of service, he/she may withdraw from the contract by immediately serving a written notification to Schambeck Group.Costs incurred by Schambeck Group up to that point of time are reimbursed.

 

4.5. Schambeck Group is only entitled to make partial deliveries if partial delivery serves the customer in the context of the purposes of the contract, the delivery of the remaining ordered goods is ensured, and the customer does not thereby incur considerable additional expenses or additional costs (unless Schambeck Group declares that it is willing to bear the costs).

 

4.6. If Schambeck Group is in default with a delivery or service or if delivery or service performance is rendered impossible for any reason whatsoever, the liability of Schambeck Group shall be limited to damages in accordance with Paragraph 9 of the General Terms and Conditions of Delivery.

 

 

5. Place of fulfilment, shipping, packaging, transfer of risk, acceptance

 

5.1. The place of fulfilment for all deliveries within the context of the contract is the registered office of Schambeck Group at Gewerbepark Siebenkofen 4, 94363 Oberschneiding, unless otherwise specified.The place of performance shall be deemed to be the place of fulfilment if the service has been rendered at the customer's location.

 

5.2. Shipping and packaging are subject to the discretion of Schambeck Group, unless otherwise agreed.

 

5.3. The risk belongs to the customer upon delivery of the items (whereby the commencement of the loading process is decisive) to the forwarding agent, freight carrier, or other third parties designated to execute the shipment.This also applies if partial deliveries are made or Schambeck Group has undertaken additional services (e.g. shipping or installation).The risk belongs to the customer on the day on which the delivery item is ready for dispatch if the dispatch or handover is delayed through a fault of the customer, and if Schambeck Group has so notified the customer.

 

5.4. Storage costs incurred following the transfer of risk are borne by the customer.When stored by Schambeck Group, storage costs amount to 0.25% of the invoice amount of the goods to be stored for each full week.The group reserves the right to claim additional storage costs or report costs lower than expected.

 

5.5. Insofar as the risk of damage belongs to the Customer, the consignment is insured by Schambeck Group against theft, breakage, transport, fire and water damage or other insurable risks only at the explicit request of the Customer and at its expense.

 

 

6. Duties of cooperation

 

6.1. Schambeck Group is dependent on the cooperation of its customers for the fulfilment of the contractually agreed services.The Customer must ensure that all necessary documents for fulfilment of the contract are made available in a timely manner, are complete and up-to-date.Insofar as it is necessary for the fulfilment of the contract, the Customer also guarantees access to its premises and systems.

 

6.2. Unless other agreements have been made, the Customer will claim no payments for discharging his/her duties of cooperation.

 

6.3. Insofar as the services are provided on the premises of Schambeck Group, the Group has the responsibility to ensure that the necessary basic conditions (in particular lighting strength, light colour, ESD equipment, working area size and noise) are met for proper execution of the services.If the service is performed on the premises of the Customer, the above-mentioned basic conditions must be provided free of charge by the Customer.

 

6.4. In principle, Schambeck Group uses test tools that are not subject to calibration for the provision of services.If the Customer demands the use of calibrated measuring equipment, these shall be provided free of charge by the client to Schambeck Group.With regards to calibrated measuring instruments provided by Schambeck Group, the customer assumes the costs of purchase and calibration by an externally accredited body.

 

 

7. Remuneration, invoices, method of payment, default of payment

 

7.1. Schambeck Group charges the customer in accordance with the terms set out in the individual contract, whereby the customer receives an invoice in which the use of materials and tools, as well as travel costs, are detailed in a separate listing and added to the invoice unless otherwise agreed.The scope of the remuneration covers the time between departure from Schambeck Group's registered office and the return to it.Travel and break times are to be paid for in full.

 

7.2. Unless otherwise agreed between the parties, the total invoice for the services provided by Schambeck Group in the context of an individual service order placed by the customer is issued on the 15th of the month or at the end of the month or after completion of the requested services.

 

7.3. Schambeck Group also has the right to issue interim invoices as long as it is able to provide evidence for the costs of which it requests payment.

 

7.4. All records and supporting documents, in particular for incurred costs that have been reimbursed, are to be kept and presented to the customer upon request.

 

7.5. Invoicing and payment shall be made in the local currency or in the national currency of the recipient of the invoice.All amounts stated shall be inclusive of the statutory value-added tax, which shall be indicated separately on the invoices.Shambeck Group's invoices must be paid to an account of Schambeck Group within 14 days of the receipt of a proper and verifiable invoice without any deduction.

 

 

8. Liability for material defects

 

8.1. The warranty period shall be one year from the date of delivery or acceptance of the service or contractual items.Statutory limitation periods apply to claims for damages on the part of the customer resulting from injury to life, limb, or health.This also applies to intentional or grossly negligent breach of duty bySchambeck Group or its vicarious agents.

 

8.2. The acceptance of the service by the customer is confirmed in writing immediately after the performance of the service.Schambeck Group assumes no liability whatsoever for defects after the performance of services, e.g. due to delayed acceptance by the Customer or subsequent manipulation of any kind by third parties.

 

8.3. The delivered or verified items must be carefully inspected immediately after delivery to the Customer or the third party designated by him/her.These shall be deemed to have been approved by the Customer in the event of obvious or other less obvious defects which would have been detected in a careful examination if Schambeck Group does not receive a written complaint within three days of delivery.With regards to other defects, the goods are deemed to have been approved by the Customer if the complaint is not received by Schambeck Group within three days after the date of discovery of the defect; if the defect has already been recognized by the customer at an earlier date under normal use, this earlier date is decisive for the start of the notification period.At the request of Schambeck Group, a rejected delivery item shall be returned to Schambeck Group free of transportation charges.Schambeck Group shall reimburse the customer for the delivery cost of items returned using the cheapest courier available.This does not apply in the event that the costs increase due to the delivery item being located in a place other than the place of its intended use.

 

8.4. With regards to the material defects of the goods supplied, Schambeck Group shall be obliged and entitled to rectify the defect or replace the defective item within an acceptable period of time.The Customer can withdraw from the contract or reduce the purchase price appropriately in case of impossibility, unreasonableness, refusal or unreasonable delay with the rectification of defects or the delivery of replacements.If the customer withdraws from the contract, he shall not be entitled to compensation payments for the defect.

 

8.5. With regards to defects attributable to other manufacturers which Schambeck Group can not remedy due to legal or practical reasons, Schambeck Group will, at its discretion, make warranty claims against such manufacturers and suppliers on behalf of the Customer or assign them to the Customer.As per the terms and conditions of this contract and for defects of such sort that arise under other conditions, warranty claims against Schambeck Group may only be made if warranty claims against the manufacturer and suppliers have proven to be unsuccessful or futile.The limitation period for the warranty claims of the Customer against the Schambeck Group is suspended during legal disputes with manufacturers or suppliers.

 

8.6. The warranty becomes null and void if the Customer modifies the delivery item or has it modified by a third party without the consent of Schambeck Group and if rectification of the defect is therefore impossible or unreasonable.In any case, the Customer shall bear the additional costs of remedy arising from the modification.

 

8.7. Schambeck Group is obliged and entitled to rectify the defect within a reasonable period of time in case of provision of services that are not up to standards.This only applies if the rectification is not impossible for legal or practical reasons.

 

8.8. Warranty claims may only be made by customers of Schambeck Group and not assigned to third parties.

 

 

9. Liability

 

9.1. The liability of Schambeck Group for damages, irrespective of their legal basis (e.g. impossibility, delay, defective or incorrect delivery, breach of contract, breach of duty in case of contract negotiations and tort) is limited by the following provisions.

 

9.2. Schambeck Group can only be held liable for defects that have been demonstrably disclosed in advance and only if Schamberg Group has been demonstrably informed about it through furnishing of a defect list.

 

9.3. If it does not involve breaching contractual obligations, Schambeck Group cannot be held liable for cases of simple negligence on the part of its functionaries, legal representatives, employees or other agents.The contract covers the fulfilment of respective individual orders and includes observance of the agreed deadlines and delivery of services free from legal issues and material defects, as well as compliance with safety and care obligations.

 

9.4. With regards to services provided by Schambeck Group, it cannot be held liable for any economic or other losses caused by the customer him/herself, for instance through taking decisions suggested by consultancy firms.

 

9.5. Schambeck Group is liable without limitation for damages caused by wilful intent.

 

9.6. Liability for material and property damages caused through gross and slight negligence is limited to the monthly turnover of the individual order value in the current month.

 

9.7. In the event of simple and gross negligence, liability for indirect and unforeseeable damages, damages due to interruption of production, loss of production and use, loss of profits, loss of savings and financial losses due to claims by third parties are excluded, excepting cases of injury to life, limb, or health.

 

9.8. Any other liabilities other than those set out in this contract are excluded, regardless of the legal nature of the claim.However, the above limitations or exclusions of liability do not apply to compulsory no-fault liabilities or liabilities arising from a no-fault warranty.

 

9.9. Schambeck Group cannot be liable if the customer modifies the delivery item, transfers it to third parties for modification, or tampers with it after experiencing performance issues.The customer releases Schambeck Group from all claims in that respect.

 

 

10. Final Provisions

 

10.1. The validity of the remaining provisions shall remain unaffected should the provisions of these General Terms and Conditions become wholly or partially invalid, in which case, statutory regulations supplant the invalid provisions.

 

10.2. This contract is exclusively subject to German laws.The application of the United Nations Convention on the International Sale of Goods of April 11, 1980 (CISG) and the applicable law of conflicts are excluded.The jurisdiction is the city of Straubing in Germany.

 

10.3. Neither party is entitled to assign its rights or obligations under this agreement to third parties without the consent of the other party.

 

 

 

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