General Terms and Conditions of Payment, Delivery and Warranty (Terms and Conditions of Sale) of SCHOLL Apparatebau GmbH & Co. KG

1. Order acceptance

An order shall only become legally binding for SCHOLL Apparatebau GmbH & Co. KG (hereinafter: SCHOLL) upon confirmation in writing or upon delivery. Verbal declarations by representatives or employees of SCHOLL also require confirmation in writing. Blanket orders must be called off within one year.

2. Customer terms and conditions of purchase

Deviating customer terms and conditions of business are expressly rejected, unless SCHOLL agrees to their validity in writing. The customer’s terms and conditions of business shall not apply even if SCHOLL effects the delivery unconditionally and does not expressly reject them again.

3. Quotations and pricing

SCHOLL’s quotations are subject to change and non-binding.
Unless expressly agreed otherwise, prices are ex works, excluding shipping costs (EXW Incoterms® 2020), for net order values up to € 749.00. If the net order value is € 750.00 or more, shipping is on a "freight prepaid” basis, including shipping costs, within the Federal Republic of Germany. A surcharge applies for sea freight packaging according to type and scope. International shipments are carriage paid to the German border, duty unpaid. The same applies to agreed part deliveries and express deliveries. Replacement parts are always delivered on a carriage forward basis. Transport surcharge for shipments to islands. Amounts under € 10.00 fall into the category of SMALL ORDERS and are recognised at this amount.

4. Delivery time

The delivery time is always to be regarded as approximate, even if this is not explicitly stated again. SCHOLL shall not be responsible for delayed deliveries due to events of force majeure such as war, civil war, riot, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy, currency and trade restrictions, embargo, sanctions, lawful or unlawful official acts, compliance with laws or government orders, expropriation, confiscation of works, requisition, nationalisation, plague, epidemic, pandemic, natural disaster or extreme natural event, explosion, fire, destruction of equipment, prolonged breakdown of means of transport, telecommunications, information systems or energy, general industrial unrest such as boycotts, lockouts, slowdowns, occupation of factories and buildings, etc. – nor shall it accept responsibility for delivery delays due to events that make delivery significantly more difficult or impossible including, in particular, operational disruptions, strikes, lockouts, energy supply difficulties, official orders, traffic disruptions and the like, even if they occur at suppliers or their subcontractors – even if delivery periods and delivery dates have been bindingly agreed. In such case, SCHOLL has the right to extend the delivery period for the duration of the event causing the delay or to cancel the unperformed part of the contract either in part or in full. SCHOLL can only invoke the aforementioned circumstances if it notifies the customer without delay and any consideration already paid by the customer is promptly reimbursed.

5. Transfer of risk

Shipping is at the risk and expense of the customer. SCHOLL is therefore not liable for damage or loss during transport. This also applies if carriage paid delivery has been agreed. SCHOLL shall only take out insurance against transport damage and other risks for the items at its own discretion and for the account of the customer if expressly requested to do so by the customer.

6. Returns

Returns are only permitted with the express consent of SCHOLL and must be carriage paid. A maximum of 80% of the invoiced amount for items in a new condition will be credited after their return and thorough inspection at the factory. Custom-made products cannot be returned.

7. Payment

Unless otherwise agreed in writing, the following method of payment shall apply: payment within 8 days of the invoice date with 2% discount or payment of the net amount within 30 days of the invoice date. These payment deadlines also apply if warranty claims are asserted. If SCHOLL becomes aware of circumstances before or after execution of the order that may jeopardise the customer’s payment of outstanding receivables, SCHOLL shall be entitled to make the delivery dependent on the provision of security or to withdraw from the contract. In the case of withdrawal from the contract expenses already incurred shall be offset and in the case of effected delivery the amount receivable shall be immediately due and payable in cash. The latter also applies to amounts for which cheques or bills of exchange have been issued.

8. Retention of title

Title to the delivered items shall remain the with SCHOLL until payment in full of the purchase price, as well ancillary costs, and payment of all receivables of SCHOLL arising from the business relationship with the customer. Title to the items is also not restricted or cancelled by the connection of the delivered appliances to the building installation lines. The delivered items may not be pledged or transferred as security without SCHOLL’s consent. The customer must notify SCHOLL without delay of any seizure by third parties and provide the assistance necessary to protect all rights. In the event of suspension of payments, the customer must also notify SCHOLL of the existing inventories. If the customer has agreed instalment payments with a third party, it must assign the right to collect these instalments to SCHOLL. The customer is revocably authorised at any time to resell the delivered items in the ordinary course of business. If the customer sells the delivered items - regardless of their condition - it hereby assigns to SCHOLL all claims against its purchasers arising from the sale, including all ancillary rights, until all of SCHOLL's claims in connection with goods deliveries have been settled in full. The proceeds of the sale shall immediately become the property of SCHOLL; the customer merely holds the money in trust for SCHOLL. At SCHOLL's request, the customer shall disclose the assignment to the purchasers of the items and provide SCHOLL with the information and documents necessary to assert its rights against those purchasers. If the value of the securities provided exceeds the delivery receivables by more than 20% in total, SCHOLL is obliged at the customer’s request to reimburse the excess. If the customer defaults on payment, SCHOLL is entitled to demand the return of the items without prejudice to the continuation of the purchase contract. If payment is made by a third party that has assumed surety or del credere liability for the customer, the rights arising from the retention of title shall not be extinguished by such payment, but shall be transferred to the third party in accordance with sections 774, 401 and 412 of the German Civil Code (BGB). The customer undertakes to store the goods with due care and to take out adequate insurance in against theft, fire and other circumstances of force majeure at its own expense.

9. Complaints, notices of defects and subsequent performance

The items must be inspected immediately upon arrival at their destination and handled in an orderly and business-like manner. Complaints relating to incomplete or incorrect deliveries or recognisable defects must be made in writing without delay and no later than 8 days after receipt. In cases of late notification, the delivery shall be deemed to have been accepted. If a significant defect exists, SCHOLL shall have the discretionary options of either rendering subsequent performance in the form of defect rectification or effecting delivery of a defect-free replacement item.

10. Limitation period for warranty claims

The limitation period for defect claims under B2B contracts of purchase for new movable goods is 1 year commencing on the date of the transfer of risk. In the case of a purchase contract with a consumer for used movable goods, the limitation period for defect claims is 1 year commencing on the date of the transfer of risk. No warranty is assumed under B2B contracts of purchase for used movable goods. These warranty periods apply to rights of subsequent performance, compensation for damages and reimbursement of expenses incurred in vain. If a sales shipment (section 447 BGB) is agreed with an entrepreneur, the risk of damage and complete destruction of the purchased item shall pass to the entrepreneur when SCHOLL hands over the item to the carrier. This does not apply when used goods are purchased.

11. Publication of images
SCHOLL is entitled to take photographs of delivered and assembled products at the customer's premises and to use them for public relations purposes for an unlimited period of time. SCHOLL undertakes only to photograph objects and not to mention any persons or the customer’s name or company, unless the customer has given its consent.

12. Place of performance – legal venue

The place of performance for both parties is Bad Marienberg, Germany. The statutory provisions of the Federal Republic of Germany shall apply, with the exception of those provisions that refer to another national law or the law of international or supranational institutions. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980 is excluded.
All disputes arising from or in connection with this contract shall be decided by the courts with jurisdiction at the place of SCHOLL’s registered office in Bad Marienberg/Germany; this shall also apply to cheque liabilities. SCHOLL is also entitled to bring an action before the courts with jurisdiction at the place of the customer's registered office.

13. Nullity of individual clauses

If any clause of these Terms and Conditions of Sale is invalid, it shall be replaced by a provision that corresponds to the economic purpose of the invalid clause. The contract and these terms and conditions shall remain binding even if individual clauses are legally invalid.

Version of: March 2025