TERMS AND CONDITIONS (GTC) for SHENU TECHNOLOGY
§ 1 Preliminary remarks
Shenu Technology GmbH (hereinafter: "the supplier") is a trading company for electronic components, especially displays. We are , among other things, a supplier for industrial and medical technology. Our customers are exclusively entrepreneurs (B2B) within the meaning of Section 14 of the German Civil Code (BGB). Our HQ is located in China and sales are carried out via the German branch.
§ 2 Scope
1. These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code (BGB). Transactions with consumers within the meaning of Section 13 of the German Civil Code (BGB) are excluded, and our customers assure that they are not consumers. A consumer is any natural person who concludes a legal transaction for purposes that cannot be attributed predominantly to their commercial or independent professional activity.
2. The validity of general terms and conditions of the customer that contradict the general terms and conditions of the supplier is excluded.
3. We will only accept customer conditions that conflict with or deviate from our terms of sale if and to the extent that we expressly agree to their validity in writing.
4. These terms and conditions of sale also apply to all future transactions with the customer, provided that they are legal transactions of a similar nature.
§ 3 Conclusion of contract
Contracts are generally concluded when our customers accept binding written offers from us or place binding orders, which are confirmed by us in writing in an order confirmation.
We specify the duration of the commitment to our offers in the respective offer. If a written order is to be regarded as an offer within the meaning of Section 145 of the German Civil Code (BGB), we can accept it within a period of two weeks.
Our product presentations on the website do not constitute a binding offer to conclude a purchase contract. Rather, it is a non-binding invitation to order goods by contacting us or in the online shop.
§ 4 Terms of payment
Our prices are net prices. They are exclusive of delivery costs and, in Germany, 19 percent sales tax.
Payments may only be made to our notified business account.
The deduction of a discount is only permitted if a discount has been granted in writing in our order confirmation.
Unless otherwise agreed, the purchase price is payable within 10 days of delivery at the latest.
Interest on arrears will be calculated at the commercial rate of interest on arrears, see Section 343 of the German Commercial Code (HGB). The right to claim higher damages for arrears remains reserved.
Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 6 months or later after the conclusion of the contract.
If the customer defaults on payment of a claim, all other claims against the customer may become due.
§ 5 Delivery conditions
1. Delivery
Delivery is ex works, unless otherwise agreed. The quality of the deliveries is based on the general product descriptions or, where applicable, on the specifications provided by our customers in the form in which they are confirmed by us in writing. For larger deliveries, we recommend that tests are first carried out on test pieces that are requested separately. The technical information we provide is to be regarded as approximate. We reserve the right to make changes or design improvements at any time.
2. Delivery obligation
Delivery is only made on the basis of these General Terms and Conditions of Delivery.
Our obligation to deliver also requires, among other things, full payment of the agreed purchase price, unless otherwise agreed. We will only make advance payments if we have agreed to this in writing in advance.
Insurance of deliveries will only be provided at the express request of the customer and for his account.
The weights determined by us during shipping are to be considered binding for both parties. We reserve the right to deliver up to 10% more or less than the agreed delivery date. In deviation from Section 266 of the German Civil Code (BGB), we are entitled to make partial deliveries.
3. Delivery time
Delivery will be made immediately, at the latest within the delivery period stated by us in the order confirmation. The start of the delivery period stated by us requires the timely and proper fulfillment of the customer's obligations. We reserve the right to raise the objection of non-fulfillment of the contract.
§ 6 Liability and limitations of liability
1. The customer’s warranty rights presuppose that the customer has properly fulfilled his inspection and complaint obligations pursuant to Section 377 of the German Commercial Code (HGB).
2. Claims for defects expire 12 months after the goods delivered by us have been delivered to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence, as well as in the event of injury to life, body and health that are based on an intentional or negligent breach of duty by the user. This also applies to liability stipulated by law, such as under the Product Liability Act.
3. If, despite all due care, the delivered goods have a defect that was already present at the time of transfer of risk, we will, at our discretion, repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above regulation without restriction.
4. If the subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
5. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, or in the case of damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials or due to special external influences that are not assumed under the contract. If the customer or third parties carry out improper repairs or modifications, there are also no claims for defects for these and the resulting consequences.
6. Claims by the customer for expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded to the extent that the expenses increase because the goods delivered by us were subsequently transported to a location other than the customer's branch, unless the transport corresponds to their intended use as previously communicated to us.
7. The customer's recourse claims against us only exist to the extent that the customer has not made any agreements with his buyer that go beyond the legally mandatory claims for defects. Clause 6 also applies accordingly to the scope of the customer's recourse claim against the supplier.
§ 7 Transfer of risk
The transfer of risk occurs when the goods are made available ex works/warehouse. If the goods are sent to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods passes to the customer when they are sent to the customer, or at the latest when they leave the factory/warehouse. This applies regardless of whether the goods are sent from the place of performance or who bears the freight costs.
The purchaser shall bear all fees, costs and expenses incurred in connection with any legal action against him outside Germany that is successful.
§ 8 Retention of title
We retain title to the delivered item until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the purchaser acts in breach of contract.
As long as ownership has not yet been transferred to him, the buyer is obliged to treat the purchased item with care. In particular, he is obliged to insure it at his own expense against theft, fire and water damage to the replacement value (note: only permitted for the sale of high-value goods). If maintenance and inspection work must be carried out, the customer must carry this out in a timely manner at his own expense. As long as ownership has not yet been transferred, the customer must notify us immediately in writing if the delivered item is seized or subject to other interventions by third parties. If the third party is unable to reimburse us for the legal and extrajudicial costs of a lawsuit in accordance with Section 771 of the Code of Civil Procedure, the customer is liable for the loss we incur.
Resale clause
The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us the claims against the buyer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
Further processing clause
The processing or transformation of the purchased item by the customer always takes place in our name and on our behalf. In this case, the customer's expectant right to the purchased item continues to apply to the transformed item. If the purchased item is processed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate joint ownership to us and keeps the sole ownership or joint ownership thus created for us. To secure our claims against the customer, the customer also assigns to us any claims that arise against a third party as a result of the combination of the reserved goods with real estate; we hereby accept this assignment.
Authority to assign claims
If the conditions are met, we as suppliers have the right to assign our claims against the customer to a third party.
§ 9 Data protection
With regard to data protection, the requirements of German and European data protection law are complied with. We refer to our data protection declaration.
§ 10 Applicable law and place of jurisdiction
The business relationship between supplier and customer within the scope of these General Terms and Conditions is governed by German substantive law, excluding the rules of private international law and international contract law (UN Convention on Contracts for the International Sale of Goods, CISG); the place of performance and jurisdiction is the registered office of the supplier, unless otherwise stated in the order confirmation.
§ 11 Other
Form
All agreements made between the parties for the purpose of executing a contract within the scope of these General Terms and Conditions must be recorded in writing.
If there are versions of these Terms and Conditions in other languages, the German version shall prevail in case of doubt.