Terms and Conditions

1. Binding nature of the terms and conditions

1.1. All our deliveries and services, as well as any guarantees given by us, whether on our own behalf or on behalf of third parties, are provided to companies, legal entities under public law or special funds under public law, both now and in the future, exclusively in accordance with the following terms and conditions.

1.2. The validity of any terms and conditions to the contrary is expressly rejected – including for future transactions – insofar as they do not correspond with our terms and conditions or are not expressly incorporated by us in writing as part of the contract. These General Terms and Conditions of Delivery and Payment do not apply to consumers, Section 13 of the German Civil Code (BGB).

2. Subject-matter of the Contract

2.1. A legally binding contractual relationship with the customer shall, in principle, only come into existence once we have, at our discretion, dispatched the ordered goods or confirmed the order in writing; such confirmation may also be given by fax, email or computer-generated document without a signature, provided that our authorship is established. Our order confirmation shall be decisive as regards the scope, nature and timing of the delivery or provision of services.

2.2. The documents forming part of the quotation, such as drawings, data sheets, illustrations, plans, etc., are of secondary importance only and shall be decisive for the contractual quality of the delivery or service only insofar as they are expressly designated as binding. Each contracting party shall use all documents (including samples, models and data) and knowledge obtained through the business relationship solely for the jointly pursued purposes and shall keep them confidential vis-à-vis third parties with the same degree of care as it would apply to its own corresponding documents and knowledge, provided that the other contracting party designates them as confidential or has an obvious interest in their confidentiality. This obligation shall commence upon first receipt of the documents or knowledge and shall end 36 months after the termination of the business relationship. The obligation shall not apply to documents and knowledge which are in the public domain or which were already known to the contracting party at the time of receipt, without the other party being under any obligation to maintain confidentiality, or which are subsequently provided by a third party authorised to disclose them, or which are developed by the receiving party without making use of the other party’s confidential documents or information.

2.3. We reserve the right to make design changes, provided these are reasonable for the customer. Our catalogues and the information published on the internet are subject to constant revision. Descriptions, illustrations and drawings contained therein are non-binding and do not constitute either a statement of quality or a guarantee.

2.4. Call-off orders must be called off and accepted in good time and in the agreed partial quantities. In the case of call-off orders where no term, production batch sizes or acceptance dates have been agreed, we may demand a binding commitment to accept the goods no later than 3 months after order confirmation. If the customer fails to fulfil their obligation to accept delivery within 3 weeks, we are entitled to set a final grace period of two weeks and, following the fruitless expiry of this period, to withdraw from the contract or refuse delivery and, provided the other statutory requirements are met, to claim damages. Call-off orders shall remain valid for a maximum of 24 months from the date of our order confirmation. Upon expiry of this period, we shall be entitled to charge the purchaser for any goods not yet called off or to invoice the materials stored here, including our cost and profit mark-ups.

3. Warranties

3.1. Warranties relating to the subject-matter of the delivery or service are only binding on us if they have been expressly confirmed in the contract itself.

3.2. The validity of any warranties contractually granted by us relates exclusively to the condition of the goods at the time of delivery.

3.3. This warranty shall lapse in the event of any unauthorised modifications or repair work carried out on our products by the customer or third parties, or in the event of the use of third-party duplicate keys.

4. Prices and Terms of Payment

4.1. All list or catalogue prices are quoted in euros and are subject to change. The price stated in our order confirmation shall prevail. Prices are generally quoted ‘net’ and apply to delivery ex works, excluding the costs of packaging, transport and insurance (delivery costs). The applicable statutory value-added tax and any delivery costs incurred will be charged in addition and shown separately. For delivery times exceeding 4 months, we shall charge the prices valid on the date of delivery or performance.

4.2. Bills of exchange shall only be accepted by agreement, solely on account of performance and provided they are discountable. Discount charges shall be calculated from the date on which the invoice amount falls due. We accept no liability for the timely presentation of bills of exchange and cheques or for the raising of protests.

4.3. Unless otherwise agreed, our invoices are payable net within 14 calendar days of the invoice date.

4.4. In the event of late payment, we are entitled to charge interest on arrears at the rate charged to us by the bank for overdraft facilities, but at least at a rate of 9 percentage points above the relevant base rate. Furthermore, following written notification to the customer, we may suspend the fulfilment of our obligations arising from other orders until payment has been received.

4.5. If we have undisputedly delivered goods that are partially defective, the purchaser is nevertheless obliged to make payment for the non-defective portion, unless the partial delivery is of no interest to them.

5. Dispatch and Insurance

5.1. Dispatch is always at the buyer’s expense and risk. We insure our consignments against all transport risks at a premium of 1‰ of the net value of the goods delivered. If the purchaser does not wish to take out insurance, this must be stated when the order is placed.

5.2. Goods reported as ready for dispatch must be collected by the purchaser without delay. Otherwise, we are entitled, at our discretion, either to dispatch them or to store them at the purchaser’s expense and risk.

5.3. In the absence of any specific agreement, we shall select the means of transport and the route.

5.4. Risk shall pass to the purchaser upon handover to the railway, the forwarding agent or the carrier, or upon commencement of storage, but at the latest upon leaving the factory or warehouse. This shall also apply if we have undertaken the delivery.

6. Delivery, Delivery Time, Obstacles to Delivery

6.1. For our deliveries, the agreed delivery time shall be deemed to have been met if dispatch or collection takes place within this period. If delivery is delayed for reasons for which the customer is responsible, the deadline shall be deemed to have been met provided that notification that the goods are ready for dispatch is given within the agreed period. Partial deliveries are permitted to a reasonable extent. They shall be invoiced separately. The delivery period commences upon dispatch of our order confirmation and shall be extended appropriately if the conditions set out in clause 15.6 (force majeure) apply.

6.2. If the fulfilment of our delivery obligation is rendered rendered wholly or partially impossible, delayed or impeded, we shall be entitled, to the exclusion of any claims for damages, to withdraw from the contract or to extend the delivery period by a reasonable period corresponding to the duration of the hindrance.

6.3. If we foresee that the goods cannot be delivered within the delivery period, we shall notify the customer of this immediately in writing, inform them of the reasons therefor and, where possible, specify the expected delivery date. The customer shall only be entitled to withdraw from the contract on these grounds if we are responsible for the failure to meet the delivery date and the customer has unsuccessfully set us a reasonable grace period.

6.4. If, after the conclusion of the contract, it becomes apparent that our claim for payment is at risk due to the Partner’s inability to pay, we may withhold performance and set the Partner a reasonable period within which they must pay or provide security on a delivery-for-payment basis. Should the Partner refuse to do so or should the deadline expire without result, we shall be entitled to withdraw from the contract and claim damages.

7. Complaints and claims for defects

7.1. Claims for defects by the purchaser are subject to the purchaser having duly fulfilled their obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB). Defects in the delivery must be reported immediately upon discovery. If complaints or notices of defects are not made in a timely and proper manner, claims for defects are excluded to that extent.

7.2. In the event of a defect in the delivery, the customer may initially only demand subsequent performance to remedy the defect. We reserve the right to choose the specific method of subsequent performance – rectification of the defects (repair) or replacement delivery – and we are authorised to switch from one method to the other with each subsequent attempt at subsequent performance. We reserve the right to make design changes that are reasonable for the customer.

7.3. The purchaser shall only be entitled to withdraw from the contract, claim damagesor reimbursement of expenses, or to reduce the purchase price, shall only be available to the customer under the other terms and conditions set out herein if the subsequent performance ultimately fails or if we allow a reasonable grace period for subsequent performance, set in writing by the customer, to elapse without remedying the defect. The purchaser shall also have the aforementioned rights if we allow a reasonable grace period, set in writing by the purchaser under threat of refusing further rectification, to elapse without supplying a replacement or rectifying the defect, or if rectification is impossible or is refused by us.

7.4. In the event of rectification of defects, we are obliged to bear all costs necessary for the purpose of rectifying the defects. Reimbursement of costs is excluded to the extent that the expenses increase because the goods have been moved to another location following our delivery, unless this corresponds to the intended use of the goods.

7.5. If the customer has incorporated the defective goods into another item or attached them to another item in accordance with their nature and intended use, we are obliged, as part of the subsequent performance, to reimburse the customer for the necessary costs of removing the defective item and of installing or attaching the repaired or delivered defect-free item.

This shall not apply if the customer was aware of the defect at the time of installing or attaching the defective item. If the purchaser was unaware of a defect due to gross negligence, they may only claim reimbursement of the costs of installation and removal, or assert any rights arising from the defect in the goods, if we have fraudulently concealed the defect or have given a guarantee as to the quality of the goods.

7.6. Claims for defects cannot be based on unsuitable or improper use, natural wear and tear, nor on damage arising from faulty or negligent handling, excessive strain, unsuitable processing, etc. or factors not provided for in the contract, provided that the damage is not attributable to our fault.

7.7. Our warranty is excluded in the event of modifications or repair work carried out improperly on our products by the customer or third parties, as well as in the event of the use of third-party duplicate keys.

8. Repair Services

8.1. The charge for all repairs carried out on products manufactured by us outside the scope of the warranty set out in Section 7 shall be determined in accordance with the current price list, plus statutory VAT and postage costs.

8.2. A cost estimate will only be provided upon express request. If products are sent in without an express request, the repair services listed in the current price list will be carried out immediately and without a cost estimate. If the costs of the repair work exceed the highest price category in the current price list or if the product is a total loss, written notification will be provided; for cost estimates that are not approved, a fee as set out in the current price list will be payable.

8.3. The provisions of Sections 7, 11 and 12 shall apply mutatis mutandis to defects in the repair services, the limitation period for such defects and liability.

9. Return of Goods

9.1. If the customer wishes to withdraw from the contract without legal grounds and we give our consent to this, we shall nevertheless charge cancellation fees; even with our consent, we reserve the right to claim compensation for loss of profit. Returns must be made in their original packaging and carriage and charges paid by the customer to the original place of dispatch. When crediting items suitable for resale in undamaged packaging, a deduction of 10 per cent shall be made; where repackaging is required, a deduction of 20 per cent shall be made; the customer reserves the right to provide evidence of lesser loss to us. Custom-made items and cylinders for locking systems may not be returned.

10. Software

10.1. Software is supplied as a one-off licence; in relation to the customer, we are the copyright holders within the meaning of Sections 69a–69g of the German Copyright Act (UrhG). It may only be used for the customer’s own purposes. Demo versions will not be accepted for return.

11. Limitation of Liability

11.1. We shall be liable for claims for damages based on fault, irrespective of the legal basis, only to the extent that the breach of duty giving rise to the claim is due to wilful misconduct or gross negligence – including wilful misconduct or gross negligence on the part of our representatives or vicarious agents. This limitation does not apply to claims for damages arising from injury to life, limb or health, or from a breach of a material contractual obligation. Furthermore, this does not apply in cases where we have given a guarantee as to the quality of the contractual goods to be supplied and have caused damage due to the absence of such quality, or where we have undertaken to bear the procurement risk giving rise to the damage, or have fraudulently concealed a defect, nor shall it apply in the event of delay, provided that a fixed delivery date has been agreed. Statutory strict liability, such as that under the Product Liability Act, shall also remain unaffected.

11.2. Insofar as our liability for damages is excluded or limited, this shall also apply to the personal liability of our employees and vicarious agents.

11.3. If we, or ordinary agents engaged by us, have breached an essential contractual obligation through negligence, but not gross negligence, our liability shall be limited to compensation for damage that is typical for the contract and foreseeable; material contractual obligations in this sense are those obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer regularly relies and is entitled to rely. The same applies in the event of liability for initial inability to perform, but not to damage resulting from injury to life, limb or health of a person, nor to claims under the Product Liability Act.

11.4. Damages in the form of loss of profit shall only comprise such profit as the customer would have made from our delivery, but not, in addition, the profit which the customer would have lost in the event of a hedging transaction because they could have utilised the assets employed for that transaction elsewhere to generate a profit.

11.5. If claims are brought against the customer by third parties for which the customer could seek recourse against us, the customer must inform us immediately and in full, involve us in the negotiations regarding the claim, and give us the opportunity to actively defend against the claims or to settle them on the customer’s behalf. Should the purchaser fail to fulfil these obligations, they shall bear the burden of proof in the event of a recourse claim that their performance vis-à-vis the third party would not have been any less substantial even without our involvement, and that they have fully complied with their duty to minimise losses. This also applies to expenses incurred by the purchaser to settle or avert such third-party claims.

In all other respects, the purchaser’s rights under Sections 445a and 478 of the German Civil Code (BGB) remain unaffected.

11.6. The provisions of this clause 11 do not entail a reversal of the burden of proof.

12. Limitation period

12.1. Claims for defects under Clause 7 shall become time-barred after a period of 12 months from the date of the passing of risk. If the defect relates to a delivery which has been used in accordance with its normal intended use in a building and has caused the defect in that building, the limitation period shall be five years from the transfer of risk. The first sentence shall not apply if the defect was fraudulently concealed, or if a guarantee was given as to the quality of the goods to be supplied and that quality was not met, or if the end user of the delivery, in accordance with its intended purpose, is a consumer.

12.2. Claims for damages arising from a breach of the obligation to remedy a defect shall become time-barred within a period of 12 months from the date of the transfer of risk. All other claims for damages by the Purchaser against us and our agents or vicarious agents which are not excluded under clauses 11.1 to 11.3 shall become time-barred within 2 years. Sentences 1 and 2 shall not apply where the defect has been fraudulently concealed, or where a guarantee has been given as to the quality of the goods to be supplied and that quality has not been met, or where the end user of the delivery, for whom the goods are intended, is a consumer. In the case of claims arising from intentional causation of damage or in cases of strict liability prescribed by law, e.g. under the Product Liability Act, the limitation period shall also be governed by the statutory provisions.

The above provisions shall apply mutatis mutandis where the customer claims reimbursement of wasted expenditure in lieu of a claim for damages in lieu of performance.

The limitation period for contractual claims for damages based on a defect begins upon the transfer of risk; for all other claims, it begins upon knowledge of the occurrence of the damage and the party responsible for it.

12.3 The statutory provisions on suspension, interruption and the recommencement of the limitation period remain unaffected. Section 202(1) of the German Civil Code (BGB) applies without restriction.

12.4 The limitation period in the event of a claim for recourse against the supplier pursuant to Section 445b of the German Civil Code (BGB) remains unaffected.

13. Retention of title

13.1. We retain title to the goods delivered until all claims to which we are entitled against the customer arising from the business relationship have been satisfied in full. The purchaser is entitled, until further notice, to dispose of the goods subject to retention of title in the ordinary course of business, provided that they fulfil their obligations arising from the business relationship with us in a timely manner. However, the customer may neither pledge the goods subject to retention of title nor assign them as security. The customer is obliged to safeguard our rights in the event of the resale of the goods subject to retention of title on credit.

13.2. Insofar as the goods subject to retention of title are mixed or combined with other movable property not belonging to us, we shall acquire co-ownership in proportion to their value. The same shall apply in the event of processing or transformation. This shall be deemed to have been carried out on our behalf.

13.3. In the event of the resale of the goods subject to retention of title or their use as materials in the performance of contracts for work and services, the customer hereby assigns to us all present and future claims to which it is entitled in this connection against the purchasers or clients. In the event of the sale or performance of contracts for work and services together with other items not belonging to us, the aforementioned claims of the purchaser are hereby assigned to us in the amount of a single-digit proportion of the value, insofar as these claims have not already been assigned to a supplier of the client within the framework of an extended retention of title. In such a case, the right to the re-assignment of the claim is assigned to us. We accept this assignment. Until further notice, the purchaser is authorised to collect the assigned claims in its own name. The purchaser must, upon our request at any time, provide evidence of the existence of the claims assigned to us by way of security and disclose the names of its debtors, enclosing copies of invoices which must bear a note duly signed and dated by the purchaser ‘Assigned to C.Ed. Schulte GmbH Zylinderschlossfabrik’, stating the amount of the assignment where applicable.

13.4. Should the customer fall into arrears with payment of our claims in a not insignificant amount, or should they culpably breach other not insignificant obligations towards us, we shall be entitled to revoke the authorisation to dispose of the goods and the authorisation to collect the claims; the same shall apply if bills of exchange or cheques drawn on the purchaser are protested. If the purchaser fails to settle our outstanding claims in full within two weeks of receiving our notices of revocation, we shall be entitled to take possession of the goods subject to retention of title and to disclose the assignment to the debtors. In the event of the opening of, or the rejection due to lack of assets of, judicial insolvency proceedings concerning the purchaser’s assets, we shall be entitled to take back the goods subject to retention of title immediately.

13.5. In the event of breaches of obligation by the Partner, in particular in the event of late payment, we shall be entitled, following the fruitless expiry of a reasonable period set for the Partner to fulfil their obligations, to withdraw from the contract and to reclaim the goods. The statutory provisions regarding the dispensability of setting a deadline remain unaffected. The Partner is obliged to surrender the goods. We are entitled to withdraw from the contract if an application is made to open insolvency proceedings concerning the Partner’s assets.

13.6. At the purchaser’s request at any time, we shall release the above securities at our discretion, provided that their value does not exceed the nominal amount of our outstanding claims, including interest, by more than 20 per cent on a more than temporary basis. Insofar as we acquire proportional rights as set out above, our share shall correspond to the proportion of the value of our goods subject to retention of title in the relevant right in relation to the goods of the purchaser or third parties, based in each case on the purchaser’s purchase values. For the purposes of the release clause, assigned claims shall be valued at 80 per cent of their nominal value, goods subject to retention of title at their purchase value, and co-ownership shares at their cost price.

14. Samples and production equipment, patents

14.1. Unless otherwise agreed, the production costs for samples and production equipment (tools, moulds, templates, etc.) shall be invoiced separately from the goods to be delivered. This also applies to production equipment that needs to be replaced due to wear and tear.

14.2. If the Partner suspends or terminates the collaboration whilst the samples or production equipment are being manufactured, all production costs incurred up to that point shall be borne by the Partner.

14.3. The production equipment shall remain in our possession, even if the Partner has paid for it, at least until the supply contract has been fulfilled. Thereafter, the Partner is entitled to request the return of the production tools, provided that a mutually agreed arrangement has been reached regarding the date of handover and the Partner has fulfilled its contractual obligations in full.

14.4. We shall store the production tools free of charge for three years following the last delivery to our partner. Thereafter, we shall request our partner in writing to state their intention regarding their further use within 6 weeks. Our obligation to store the production tools shall cease if no response is received within 6 weeks or if no new order is placed.

14.5. Where goods are manufactured in accordance with the customer’s models, specifications, drawings or designs, the customer shall be solely responsible for ensuring compliance with third-party intellectual property rights. The customer shall indemnify us against any claims in this regard.

15. Suspension of contractual obligations, force majeure

15.1 Events and circumstances whose occurrence or prevention lies beyond the control of the contracting parties (these include, in addition to natural disasters, acts of God, epidemics/pandemics, strikes and lockouts, as well as all obstacles to performance for which the contracting parties are not responsible, in particular transport, traffic and operational disruptions – including such obstacles and, indeed, any obstacles to performance on the part of the Customer itself, its suppliers and subcontractors – as well as bottlenecks, shortages and other delays in the procurement of raw materials or processing difficulties due to the properties of the materials to be supplied by the Customer), shall release us and the Customer from the relevant contractual obligations to the extent and for the duration of their existence.

15.2 If events or circumstances of the kind described in clause 15.1 lead to a significant increase in our cost price or procurement costs, we may – provided we can demonstrate the increase – demand a reasonable price increase from the customer, even in the case of a fixed-price agreement. If the customer does not agree to such a price increase within a reasonable period set by us, they shall be entitled to withdraw from the contract in respect of the part of the contract that has not yet been fulfilled.

15.3 If, as a result of the events or circumstances referred to in clause 15.1, we are ultimately unable to fulfil our obligation to supply goods or provide services within a reasonable period set by the customer, the customer shall be entitled to withdraw from the contract in respect of the unfulfilled part thereof; no further claims shall arise. Subject to the same conditions in all other respects, we shall also be entitled to such a right of withdrawal if our efforts to restore our ability to supply goods or services – to which we remain obliged – have proved unsuccessful within six months of the occurrence of the impediment; in the event of a failure by a supplier to supply us, this shall apply only insofar as we have taken all reasonable precautions to secure a timely covering transaction and our supplier has failed to supply us for reasons for which we are not responsible.

16. Set-off, Retention of Title, Assignment

16.1. The customer is not entitled to set off claims or rights on the basis of counter-claims or counter-rights, unless their claims or rights have been acknowledged by us, are undisputed or have been established by a final and binding court decision. The purchaser shall only be entitled to rights of retention in so far as they arise from the same contractual relationship; otherwise, rights of retention shall only be permissible in respect of counter-claims that are undisputed or have been established by a final and binding court judgement.

16.2. The assignment of the Purchaser’s claims to third parties is only permitted with our consent.

17. Jurisdiction, applicable law

17.1 Velbert shall be the exclusive place of jurisdiction for all deliveries and payments, including cheques or bills of exchange accepted by us. We reserve the right, however, to bring proceedings against any customer at their ordinary place of jurisdiction at our discretion.

17.2 The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG – the ‘Vienna Sales Convention’) is excluded.

Miscellaneous

Information relating to order processing, including the preparation of lock plans, is recorded, processed and stored electronically.