(1) In dealings with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) or with legal entities under public law or with special funds under public law (hereinafter: “Purchaser”), the following General Terms and Conditions of Contract B2B of Schenker Technologies GmbH (hereinafter: “Schenker Tech”) shall apply exclusively, unless the contracting parties agree otherwise in writing or in text form. The validity of the Purchaser’s General Terms and Conditions of Business, which contradict our General Terms and Conditions of Contract B2B, is excluded.
(2) Even if no reference is made to this again when concluding similar contracts, the General Terms and Conditions of Contract B2B of Schenker Tech shall apply exclusively in the version available at https://www.schenker-tech.de/agb-geschaeftskunden/ when the customer’s declaration is made, unless the contracting parties agree otherwise in writing or in text form.
Our identity is:
Schenker Technologies GmbH
Walter-Köhn-Strasse 2c
D-04356 Leipzig
Managing Director: Robert Schenker
VAT ID No.: DE270518880
Leipzig Local Court, HRB 25795
E-mail: [email protected]
Tel: +49 341/246 704 – 0
Fax: +49 341/246 704 – 44
URL: https://www.schenker-tech.de/
(1) In dealings with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) or with legal entities under public law or with special funds under public law (hereinafter: “Purchaser”), the following General Terms and Conditions of Contract B2B of Schenker Technologies GmbH (hereinafter: “Schenker Tech”) shall apply exclusively, unless the contracting parties agree otherwise in writing or in text form. The validity of the Purchaser’s General Terms and Conditions of Business, which contradict our General Terms and Conditions of Contract B2B, is excluded.
(2) Even if no reference is made to this again when concluding similar contracts, the General Terms and Conditions of Contract B2B of Schenker Tech shall apply exclusively in the version available at https://www.schenker-tech.de/agb-geschaeftskunden/ when the customer’s declaration is made, unless the contracting parties agree otherwise in writing or in text form.
Our identity is:
Schenker Technologies GmbH
Walter-Köhn-Strasse 2c
D-04356 Leipzig
Managing Director: Robert Schenker
VAT ID No.: DE270518880
Leipzig Local Court, HRB 25795
E-mail: [email protected]
Tel: +49 341/246 704 – 0
Fax: +49 341/246 704 – 44
URL: https://www.schenker-tech.de/
(1) The subject of these contractual terms and conditions is only the delivery of computer hardware, additional services agreed upon within the scope of such a purchase contract or services offered separately. The essential characteristics of the goods and services offered by us as well as the period of validity of any limited offers can be found in the respective item description or the offers.
(2) Prior to the conclusion of the contract, the Purchaser has verified that the specification of the subject matter of the contract corresponds to its wishes and needs. He is familiar with the essential technical features and functional characteristics.
(3) The scope, type and quality of the supplies and services shall be determined by the contract with specifications signed by both parties or by Schenker Tech’s order confirmation, otherwise by Schenker Tech’s offer. Other details or requirements shall only become an integral part of the contract if the contracting parties agree this in writing or in text form or if Schenker Tech has confirmed them. Subsequent changes to the scope of services require agreement or confirmation by Schenker Tech.
(4) Unless otherwise agreed, the Contractual Objects are intended for use and retention in Germany. In the event of delivery of the contractual items abroad, the Purchaser shall be responsible for ensuring compliance with the relevant statutory provisions.
(5) Product descriptions, representations, etc. are descriptions of performance, but not guarantees or warranties. A guarantee or assurance in the sense of an intensification of liability or assumption of a special obligation to indemnify shall only be deemed to have been given if the terms “guarantee” or “assurance” are expressly stated.
(1) We deliver within Germany, to countries of the European Union (EU) and to Switzerland, unless the contracting parties agree otherwise in writing or in text form.
(2) Deliveries shall be made on working days from Monday to Friday via a forwarding agent/freight service commissioned by us with the delivery.
(3) The risk of accidental loss and accidental deterioration of the contractual items sold shall pass to the Purchaser upon handover to the forwarder/freight service.
(4) The Purchaser shall bear the costs of transport, freight and transport insurance to the agreed place of delivery, unless the contracting parties agree otherwise in writing or in text form.
(1) Details of delivery and performance dates are non-binding unless they have been designated as binding by Schenker Tech in writing or in text form. Schenker Tech may render partial services, insofar as the delivered parts can be reasonably used by the customer.
(2) Delivery and performance periods shall be extended by the period during which the customer is in default of payment under the contract and by the period during which Schenker Tech is prevented from delivery or performance by circumstances for which it is not responsible, and by a reasonable start-up period after the end of the impediment. These circumstances also include force majeure and labor disputes. Deadlines shall also be deemed extended by the period of time during which the customer violates a duty to cooperate in violation of the contract, e.g. does not provide information, does not provide access, does not provide supplies or does not make employees available.
(3) If the contracting parties subsequently agree on other or additional services that affect agreed deadlines, these deadlines shall be extended by a reasonable period of time.
(4) Reminders and setting of deadlines by the Purchaser must be in writing to be effective. A grace period must be reasonable. A period of less than two weeks is only appropriate in cases of particular urgency.
(5) The place of performance of services shall be the place where the service is to be provided. Otherwise, the place of performance for all deliveries and services arising from and in connection with a contract is the registered office of Schenker Tech.
(1) The prices in Euro valid at the time of the order plus the statutory value added tax as well as plus the costs for transport and packaging shall be decisive. In the case of deliveries outside the EU, the customer shall bear any customs duties as well as the import turnover tax and shall indemnify Schenker Tech against any claims in this respect. In addition, Schenker Tech charges for customs preparation of shipping documents.
(2) A discount may not be combined with other discounts, discount promotions or limited offers, unless otherwise agreed in writing or in text form.
(3) The agreed purchase price or the agreed remuneration shall be due and payable without deduction upon receipt of the invoice by the Purchaser and shall be transferred without cash to the account specified in the invoice, unless the contracting parties agree otherwise in writing or in text form. The deduction of cash discount is inadmissible.
(4) The Purchaser’s rights of set-off and retention shall be excluded unless such counterclaims are undisputed or have been finally adjudicated. The customer shall only be entitled to a right of retention or the defense of non-performance of the contract within this contractual relationship.
(5) If the Purchaser is in default of payment of a claim, all other claims against the Purchaser may be made due.
(6) Schenker Tech has the right to assign its claims against the customer to a third party. Except within the scope of § 354a of the German Commercial Code (HGB), the customer may assign claims arising from this contract to third parties only with the prior consent of Schenker Tech.
(1) Schenker Tech retains title to contractual items delivered until full payment of all claims arising from the contractual relationship.
(2) As long as the ownership has not yet passed to him, the customer is obliged to treat the delivered goods with care. In particular, the Purchaser is obliged to adequately insure them at its own expense against theft, fire and water damage. As long as ownership has not yet been transferred, the customer must notify Schenker Tech immediately in writing or in text form if delivered items are seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse Schenker Tech for the judicial and extrajudicial costs of an action in accordance with § 771 ZPO, the customer is liable for the loss incurred.
(3) The Purchaser shall be entitled to resell the Retained Goods in the ordinary course of business. Already upon conclusion of the contract with us, the customer assigns to Schenker Tech the claims arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax). Schenker Tech already accepts this assignment upon conclusion of the contract. This assignment shall apply regardless of whether the items have been resold without or after processing. The customer is obliged to provide information about the resale upon request of Schenker Tech. The customer remains authorized to collect the claim even after the assignment. Schenker Tech’s authority to collect the claim itself remains unaffected. However, Schenker Tech will not collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the institution of insolvency proceedings has been filed or there is no cessation of payments.
(1) The customer is obliged to inspect Schenker Tech’s delivery items expertly without delay from the time of delivery or from the time of making them accessible in accordance with the provisions of commercial law and to notify Schenker Tech in writing or in text form of any defects or deviations detected, giving a precise description of the defect.
(2) If the notification is not received by Schenker Tech within seven calendar days of delivery at the latest, the contractual items delivered shall be deemed to have been approved, unless the defect or deviation was not recognizable during the inspection. If a hidden defect is discovered later, this must also be reported within seven calendar days, otherwise the delivered contractual items shall also be deemed to have been approved in this respect.
(3) If contractual items are delivered with obvious damage to the packaging or contents, the customer is required to complain about the damage immediately to the carrier/freight service, if necessary to refuse acceptance and to contact Schenker Tech as soon as possible so that we can protect our rights against the carrier/freight service.
(1) In the event of defects in new goods, Schenker Tech may initially provide subsequent performance, unless the contracting parties agree otherwise. Subsequent performance shall be effected at the discretion of Schenker Tech either by removal of the defect or by delivery of defect-free contractual items. Due to a defect, at least three attempts to rectify the defect must be accepted.
(2) Schenker Tech may, at its discretion, carry out the rectification of defects on site or at its business premises or have it carried out. Schenker Tech can also provide services by remote maintenance.
(3) The customer shall support Schenker Tech in the analysis of faults and elimination of defects, in particular by describing problems that occur in concrete terms, informing Schenker Tech comprehensively and granting Schenker Tech the time and opportunity required for the elimination of defects.
(4) If Schenker Tech finally refuses subsequent performance, if it finally fails or if it is unreasonably delayed for reasons for which Schenker Tech is responsible, the customer may either withdraw from the contract or reduce the remuneration appropriately and in addition demand damages or reimbursement of expenses in accordance with § 10. The claims of the purchaser of rights in the event of defects shall become time-barred in accordance with § 11.
(5) In the event of withdrawal from the contract, the Purchaser must allow compensation for the value of any benefits derived from the contractual items to be offset against the return of the purchase price. In this case, the creditable compensation for the value shall be calculated on a pro rata basis for the period of actual use on the basis of the originally agreed purchase price, taking into account the usual total period of use of the contractual items. In the case of computer hardware supplied, the calculation is based on a customary total useful life of three calendar years from delivery. Both contracting parties reserve the right to prove to the respective other party a higher or lower value compensation for benefits derived.
(6) Claims for compensation on the part of Schenker Tech due to changes or deterioration of the subject matter of the contract which are not attributable to normal, intended use shall be excluded from the chargeable compensation according to para. 5 shall remain unaffected in the event of withdrawal.
(7) An insignificant defect shall not entitle the Purchaser to rescind the contract.
(8) The sale of used or demonstration goods shall always be made to the exclusion of any rights in the event of defects (exclusion of warranty).
(1) The limitation period shall be
– for claims of the Purchaser for repayment of the purchase price arising from rescission or reduction one year from delivery of the contractual items,
– otherwise one year for other claims of the Purchaser arising from rights in case of defects,
– two years in the case of claims by the customer for damages or compensation for futile expenses not based on defects.
The period shall commence at the time at which the Purchaser became aware of the circumstances giving rise to the claim or should have become aware without gross negligence.
(2) The limitation period shall commence at the latest upon expiry of the maximum periods specified in Section 199 of the German Civil Code.
(3) In the event of damages and reimbursement of expenses arising from intent, gross negligence, fraudulent intent and other cases specified in § 10 Para. 1 above, the statutory limitation periods shall apply.
(1) The limitation period shall be
– for claims of the Purchaser for repayment of the purchase price arising from rescission or reduction one year from delivery of the contractual items,
– otherwise one year for other claims of the Purchaser arising from rights in case of defects,
– two years in the case of claims by the customer for damages or compensation for futile expenses not based on defects.
The period shall commence at the time at which the Purchaser became aware of the circumstances giving rise to the claim or should have become aware without gross negligence.
(2) The limitation period shall commence at the latest upon expiry of the maximum periods specified in Section 199 of the German Civil Code.
(3) In the event of damages and reimbursement of expenses arising from intent, gross negligence, fraudulent intent and other cases specified in § 10 para. 1 above, the statutory limitation periods shall apply.
(1) German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) Should individual provisions of these contractual conditions or of the contract concluded with the Purchaser be invalid in whole or in part, this shall not affect the validity of the remainder of the contract. Instead of the invalid provision, an appropriate provision shall apply which largely corresponds to the purpose of the contract and is effective.
(3) If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from or in connection with this contractual relationship shall be at the registered office of Schenker Tech.
(4) If the customer has no general place of jurisdiction in Germany or in another EU member state, the exclusive place of jurisdiction for all disputes arising from this contract shall also be at the registered office of Schenker Tech.
Schenker Tech takes the issue of data protection very seriously. We collect, process and use recorded data of the customer in accordance with the data protection regulations of the German Data Protection Regulation (DSGVO) and the German Federal Data Protection Act (BDSG). You can obtain detailed information on the subject of data protection at Schenker Tech here: https://www.schenker-solutions.com/datenschutzerklaerung
Schenker Technologies GmbH
Status: June 2023
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Schenker Technologies GmbH
Walter-Köhn-Straße 2c
04356 Leipzig – Deutschland
