Applicability

Deliveries by the firm of W. SCHILLIG are made exclusively on the basis of the following terms and conditions. The buyer’s purchasing terms and conditions are hereby expressly overridden. Nor do they apply to W. SCHILLIG even if W. SCHILLIG does not once more override them when the contract is made or later. Understandings and agreements – in so far as they vary these terms and conditions - are only binding on W. SCHILLIG if they are confirmed in writing.W. SCHILLIG’s terms of delivery and payment of are deemed to be accepted at the latest on receipt of the goods.

Payment

Payment must be made in accordance with the invoice date irrespective of the delivery period. Invoices are to be paid to one of our accounts listed on the reverse side of the invoice in accordance with the special payment terms stated, free of carriage or other charges. Payments must be received by the due dates. Discount will be granted provided that all payment obligations regarding earlier deliveries have been met. In the event of missed due dates, late-payment interest will be applied at the rate of at least 8% above the relevant discount rate of the Deutsche Bundesbank. Cheques are accepted as payment only if they are cleared by the due date. Payments to third parties are deemed to be non-payment.

Prices

All quotations are always non-binding. The same applies to the form, colour and quality of the goods. If, after the contract is made, wage and raw material price increases occur, W. SCHILLIG is entitled to add the proportional increase in wage and material costs to the agreed price.

Right to objection

If no objection to the order confirmation is received within 5 days, the manufacturing process will begin. Subsequent changes can only be made after consultation.

Delivery period

If the agreed delivery date is exceeded by over 6 weeks, the buyer has the right to set a reasonable further deadline for W.SCHILLIG. If the object of purchase is still not delivered by the end of this further period, the buyer can, with a written declaration, withdraw from the contract. In the event of late delivery for which the supplier or even its own suppliers is/are not to blame, in particular because of an act of God, operational problems, strikes, lockouts, lack of raw materials, uprisings, epidemics or official measures of any kind, W.SCHILLIG is entitled to withdraw from the contract – even in part – or to postpone the delivery for the period of the delay and a reasonable run-up time. The buyer may demand a declaration of whether W.SCHILLIG is withdrawing from the contract or intends to deliver within a reasonable time. If W.SCHILLIG makes no such declaration at all or not in time, the buyer may withdraw. Claims for damages cannot arise from the above-mentioned delivery delays.

Packaging

Free

Freight

For contracts made with a goods value of € 250 or more, delivery is made free domicile by lorry or free to the receiving station if by rail. Deliveries to A, CH, B, NL and L are made free domicile, without customs clearance and untaxed. Otherwise we deliver free to the German border.

Dispatch

Goods are transported at the buyer’s risk. In the event of damage in transit, the bill of lading, the record of the incident and the assignment of rights are to be handed over without delay.

Complaints

Complaints concerning defects must be made in written form without delay, in any event at the latest 8 days after goods receipt and the required inspection of the goods at the destination. Defects that cannot be discovered within this period even by careful inspection are to reported without delay, in any event not later than 8 weeks after the receipt of the goods at the latest. For defective goods the customer has only a right to rework. However, W.SCHILLIG may instead offer a replacement delivery. The buyer has a right to replacement delivery only in the event of definitive failure of the rework. Instead of this the buyer may demand cancellation of the contract. Claims for damages over and above this – whatever their legal basis – are excluded. This applies in particular to any form of consequential damages. § 276 Para. 2 BGB (German Civil Code) is unaffected. Colour deviations in the cover material and in the shade of the wood do not count as defects. This ‘Complaints’ clause does not apply in the event that liability under the Produkthaftungsgesetz (Product Liability Act) applies. In that case, the provisions set down in that act apply.

Invoice Offset

An invoice offset by the buyer is only permissible with uncontested or legally determined counterclaims.

Reservation of title

All items and accessories delivered remain the unrestricted property of W.SCHILLIG until payment in full and the settlement of any credit balance in favour of W.SCHILLIG in any current account, i.e. W.SCHILLIG’s reservation of title covers all – even future – receivables arising from the business relationship and hence also includes all goods still in the warehouse (as well as accessories) purchased from W.SCHILLIG and already paid for.
Disposal of the goods that are the subject of the contract is allowed during the existence of reservation of title only in the context of the buyer’s general business operations provided that the buyer is not in arrears with its payment obligations.
In the event of interference with the ownership, in particular attachment or seizure, W.SCHILLIG is to be informed immediately through receipt of the applicable documents (seizure report). The buyer is obliged to inform the party making the seizure of W.SCHILLIG’s property rights. The costs of any required intervention proceedings are charged to the buyer.
The buyer hereby assigns to W.SCHILLIG as security all claims that it has that arise from the sale on of the subject of the contract or from other legal rights. Any payments received are to be passed to W.SCHILLIG without delay. If the customer sells for cash or otherwise receives payments from its customer, then it acts on receipt of the purchase price as the authorised agent of W.SCHILLIG for the amount owed to the latter. This amount is to be transferred without delay and until that point it is to be kept separate from the buyer’s own business funds. Any collection costs are to be charged to the buyer.
If the value of the security on the basis of W.SCHILLIG’s sales price exceeds 20 % of its total amount receivable or of the unpaid balance of the current account, W.SCHILLIG guarantees release of the excess amount. For this purpose, a complete report of all items located in the customer’s warehouse must be provided and it is for W.SCHILLIG to judge which goods it will release from liability. Release is not effective until W.SCHILLIG has informed the buyer of the nature and extent of the released items.

Partial invalidity

If a term of the purchase contract or the business terms and conditions is invalid, this does not affect the validity of the rest of the terms. Rather – in so far as legally permissible – a term which is as close as possible to the invalid term in its financial effect will be considered as applicable. ‘With foreign transactions (import and export), the German Commercial Code (HGB) applies in addition to the above terms and conditions, supplementing the general German civil law of the German Civil Code.’

Applicable law

With import and export transactions, the relevant German law applies. The place of fulfilment and jurisdiction is Coburg.

Terms of Delivery and Payment
W.SCHILLIG Polstermöbel GmbH & CO. KG
D-96237 Ebersdorf-Frohnlach