Conditions

Terms and Conditions of Skancraft GmbH & Co. KG

1. General, customers, language

(1) All offers, purchase contracts, deliveries and services regarding orders made by our customers (hereinafter referred to as customers) in our online shop “skancraft.com“ (hereinafter referred to as “online shop“) are subject to these general terms and conditions.

(2) The product range in our online shop is addressed to both consumers, as well as entrepreneurs. For these general terms and conditions, (i) a consumer is an individual who enters into a contract that will neither contribute to their commercial nor their self-employed business (§ 13 of the German Civil Code BGB) and (ii) a “entrepreneur” is an individual or legal person or a partnership of legal capacity that acts in their commercial or self-employed business while concluding the contract (§ 14, Clause 1, BGB).

(3) The terms and conditions of the customer do not apply, even if we do not separately object to its validity in each individual case.

2. Conclusion of contract

(1) Our offers in the online shop are non-binding.

(2) When placing an order in the online shop, the customer makes a binding offer to purchase the product concerned. We can accept the offer until the end of the third working day following the day of the offer.

(3) After receiving the offer, we will immediately send a confirmation of receiving the offer to the customer, which will not outline the acceptance of the offer. The offer will only be considered as accepted, after we sent an explicit acceptance to the customer (via email) or have shipped the goods. The purchase contract with the customer is only concluded with our acceptance.

(4) Each customer, who is a consumer, is entitled to revoke the offer and send back the goods according to the revocation and return instructions, which are stated in the context of the purchase on our website.

(5) Our information regarding the delivery or service (e.g. weight, dimensions and design), as well as our representation of such (e.g. drawings and illustrations) are no guaranteed quality feature, but descriptions and characterizations of the delivery or service. Customary deviations or deviations that happen due to legal requirements or show technical improvements, as well an equivalent substitute of components are permitted, provided that the usability of the contractually intended purpose is not affected.

(6) To entrepreneurs: Our calculations, drawings, plans and offer documents are only meant for the customer and remain our property even after delivery. They shall not be left to third parties for inspection or otherwise made accessible.

3. Pricing and payment

(1) Our prices include the statutory sales tax, but not shipping costs. Customs and similar fees are to be paid by the customer.

(2) The purchase price is due and has to be paid within 12 days starting at the day of the invoicing and delivery or acceptance of the goods. We are, however, always entitled to only carry out a delivery as a whole or partially against prepayment or settlement of other outstanding claims, also including down payment invoices. This is also applicable within a running business relation. Furthermore, we are always entitled to depend the delivery of the goods on the fact whether the customer provides us with a contract performance guarantee for the total outstanding amount (contract sum plus supplements and additional agreements) of a major bank that is authorized in the European Union or if the customer provides us with another guarantee according to § 232, Clause 1 of the German Civil Code BGB.

(3) The customer is not entitled to an offset right or right of retention, unless the counterclaim is undisputed or legally established.

4. Shipment of goods

(1) The proposed periods and dates for the shipment of the goods apply only roughly and can, thus, deviate by up to two working days. This is not valid if a fixed shipping date has been agreed on.

(2) All delivery dates that we specified during the order or other agreed on delivery dates begin (a) when delivery against prepayment has been agreed on, on the day of receiving the full purchase price (including sales tax and shipping costs) or (b) when cash on delivery or purchasing on account has been agreed on, on the day the purchase contract has been concluded.

(3) For the fulfilment of the shipping date, the day of handover of the goods by us to the shipping company is important.

(4) To entrepreneurs: We are not liable for the impossibility of delivery or for delays in delivery in so far as these have been caused by force majeure or other events that were not foreseeable upon conclusion of the contract (e.g. operational interruptions of any kind, difficulties of material or energy supply, delays in transport, strikes, lawful lockouts, workforce shortage, energy or natural resources, difficulties obtaining the necessary permissions from authorities, measures imposed by regulatory authorities or the non-delivery, incorrect or untimely delivery by our suppliers). If such events make the delivery of the goods or providing the service considerably more difficult for us and the hindrance is not only temporary, we are entitled to withdraw from the contract. In the event of a temporary hindrance, the delivery or performance periods shall be extended and the delivery or performance dates shall be postponed by the duration of the hindrance plus a reasonable starting period. If the customer cannot be expected to accept the delayed goods or services, they shall be entitled to withdraw from the contract by submitting an immediate written statement to us.

(5) To entrepreneurs, we are entitled to partial deliveries of goods of one order that can be used separately, whereby we shall bear the additional shipping costs caused thereby.

5. Shipping, insurance and transfer of risk

(1) As far as not otherwise explicitly stipulated, we determine the appropriate shipping method and the shipping company to our equitable discretion.

(2) We are only responsible for a timely, proper handover of the goods to the shipping company and are not responsible for delays caused by the shipping company. If we accepted installations or assembly work at the customer’s location, we are, furthermore, responsible for the timely completion of the work and delivery to the customer on the contractual stipulated date. To entrepreneurs, the delivery time stipulated by us is generally non-binding.

(3) If the customer is the consumer, the risk of accidental destruction, accidental damage or accidental loss of the delivered goods shall pass on to the customer upon handover of the goods to the customer or if there is a delay on acceptance on the customer’s part. In all other cases, the risk passes on to the customer upon handover of the goods to the shipping company, provided that we are only responsible for the shipment. If we accepted installation or assembly work at the customer’s location, the risk passes on to the customer upon completion and handover to the customer.

(4) To entrepreneurs: If there is a delay in acceptance on the customer’s part, the customer failed to perform the outstanding obligation or our delivery has postponed for other reasons for which the customer is responsible, we are also entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). Therefore, we charge a lump-sum compensation in the amount of 0.5% of the net price per calendar week, up to a maximum, however, of 5% starting with the delivery period or – if there is no delivery period – with the notification of the readiness of shipment of the goods.

6. Retention of title

(1) We retain the title to the delivered goods until the total amount of the purchase price (including sales tax and shipping costs) for the relevant goods have been paid in full.

(2) The goods subjected to retention of title are not to be pawned to third parties nor assigned by way of security until full payment of the secured claims. The customer has to notify us immediately and in writing if an application to open insolvency proceedings has been filed or if third parties gain access to the goods belonging to us (e.g. in the event of seizures).

(3) The customer is not allowed to resell the delivered goods that are still subjected to retention of title without our prior written consent.

(4) If the customer is an entrepreneur, they are, until further notice, allowed to sell and/or process the goods still subjected to retention of title in the normal course of business, according to (c) listed below. In this case, the following terms additionally apply.

(a) The retention of title extends to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we are considered as the manufacturer. If the retention of title subjected to goods of third parties remains after processing, mixing or combining them with our goods, we shall acquire co-ownership proportional to the invoice value of the processed, mixed or combined goods. Additionally, the same applies to the resulting product as to the delivered goods subjected to retention of title.

(b) The customer shall assign the claims against third parties regarding the resale of the goods or the products to us as a whole or in the amount of our possible co-ownership share according to the preceding paragraph. We accept the assignment. The customer’s obligations named in paragraph 2 also apply in consideration of the assigned claims.

(c) The customer is, next to us, also authorized to collect the claim. We undertake to not collect the claims, as long as the customer meets their payment obligations towards us, there is no shortage in their performance und as long as we claim the retention of title. If this case occurs, we shall be able to demand that the customer discloses the assigned claims and the debtors to us, that they give us all the information and surrender the relevant documents necessary for collection and that they inform the debtors (third parties) of the assignment. Furthermore, we shall be authorized to revoke the customer’s authorization to further sell and process the goods subjected to the retention of title.

(d) If the realizable value of securities exceeds our claims by more than 10%, we shall release securities at our own discretion at the request of the customer.

7. Warranty

(1) If the delivered goods are afflicted with a material defect, the customer has the right to demand the rectification of the defect or the delivery of defect-free goods. If the customer is an entrepreneur, however, we shall decide whether we rectify the defect or ship a defect-free item. This option is only eligible within three working days after receiving the notification of the defect and must be provided to the customer in written form (this also includes telefax or email). We shall be allowed to refuse the customer’s choice of supplementary performance, if this is only realizable with disproportionate costs.

(2) If the supplementary performance in accordance with clause 7 (1) fails or if it is unacceptable to the customer or if we refuse the supplementary performance, the customer is entitled in each case and in accordance to the applicable law to withdraw from the purchase contract, to reduce the purchase price or to demand damages or compensation for their futile expenses. Special provisions of clause 8 of these terms and conditions also apply to the customer’s claims for damages.

(3) The warranty period is two years starting with the delivery or purchase. If the customer is an entrepreneur, the warranty period is one year starting with the delivery or purchase.

(4) Only to entrepreneurs: the customer has to thoroughly inspect the goods immediately after delivery. The delivered goods are regarded as accepted by the customer, if a defect has not been reported to us (i) in case of obvious defects within five working days after delivery or (ii) otherwise within five working days after discovery of the defect.

8. Liability

(1) We are liable to the customer in all cases of contractual and non-contractual liability in the case of intent and gross negligence according to the statutory provisions for damages or compensation of futile expenses.

(2) In all other cases, we shall only be held liable – if not otherwise stipulated in paragraph 3 – for violations of contractual obligations, the fulfilment of which allows the proper execution of the contract in the first place and the compliance of which you as the customer can regularly rely on (the so-called cardinal obligation), limited to the replacement of the foreseeable and typical damage. In all other cases and subject to the provision in paragraph 3, our liability is excluded.

(3) Our liability for damages resulting from violation of life, body and health and according to the product liability law remain unaffected by the above-mentioned limitation and exclusion of liability.

9. Data protection

(1) We are allowed to process and save the related data of particular purchase contracts, provided that this is necessary for the execution and transaction of the purchase contract and as far as we are obligated to store the data due to statutory provisions.

(2) We reserve the right to forward a customer’s personal data to credit agencies, provided that this is necessary for a credit check and provided that the customer has explicitly agreed to this in this particular case. Furthermore, we will not forward personal data of our customers to third parties without the explicit agreement of the customer, except if we are obligated by law to do so.

(3) Collecting, transmitting or any kind of processing of a customer’s personal data to third parties is not allowed, if it is for any other reason than the reasons stipulated here in clause 9.

10. Applicable law and jurisdiction

(1) Subject to mandatory international private law regulations, the purchase contract between us and the customer is subject to the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

(2) If the customer is a businessman as laid down in the German commercial code, a legal entity under public law or a special fund under public law, our exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in Fürstenzell. We are, however, also entitled in all cases to take legal actions at the place of performance of the delivery obligations in accordance with these terms and conditions or an individually negotiated agreement or at the customer’s general place of jurisdiction. Priority statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected.

Last updated: May 25, 2018