terms and conditions

General Terms and Conditions of Sale and Delivery for Businesses
1. Scope

(1) These terms and conditions apply to entrepreneurs, legal entities under public law, or special funds under public law (hereinafter referred to as "Customer").

(2) Our deliveries, services, and offers are made exclusively on the basis of these terms and conditions of sale and delivery. These also apply to all future transactions with the customer, provided that they are legal transactions of the same or a related nature.

(1) Our offers are subject to change and non-binding unless we have expressly designated them as binding.

(1) Delivery shall be ex works.

(2) Deadlines and dates for deliveries and services promised by us are always approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery deadlines and dates refer to the time of handover to the forwarding agent, carrier, or other third party commissioned with the transport.

(3) We shall not be liable for impossibility of delivery or for delays in delivery insofar as these are due to force majeure or other events that were not foreseeable at the time of conclusion of the contract (e.g., operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortage of labor, energy, or raw materials, difficulties in obtaining necessary official approvals, official measures, or the failure of suppliers to deliver, or to deliver correctly or on time) for which we are not responsible. If such events make delivery or performance significantly more difficult or impossible for us and the hindrance is not only of a temporary nature, we shall be entitled to withdraw from the contract. In the event of temporary obstacles, the delivery or performance deadlines shall be extended or the delivery or performance dates postponed by the duration of the hindrance plus a reasonable start-up period. If, as a result of the delay, the customer cannot reasonably be expected to accept the delivery or service, they may withdraw from the contract by immediately notifying us in writing.

(4) If partial deliveries are agreed, we shall be entitled to invoice each partial delivery separately.

(5) If delivery is agreed, this shall be at the expense and risk of the customer. The customer must ensure that there is a suitable unloading facility and that the delivery vehicle is unloaded immediately and properly. If these conditions are not met, the customer shall be liable for any damage resulting therefrom.

(7) If the customer defaults on the retrieval, acceptance, or collection of the goods, we shall be entitled to demand compensation for the damage incurred by us; upon default of acceptance, the risk of accidental deterioration and accidental loss shall pass to the customer.

 

(1) Unless expressly agreed otherwise, our prices are ex works or warehouse plus freight, plus any rental fees for Euro pallets, and plus the applicable sales tax.

(2) In the case of contracts under which delivery is to take place more than four months after conclusion of the contract, we reserve the right to charge the prices valid at the time of delivery (§ 315 ff. BGB) if, between the order confirmation and delivery, there have been changes in material prices or changes in costs affecting the price, e.g., raw material costs, and the price change is reasonable and corresponds to the ratio of the change in material prices and the change in other costs affecting the price.

(3) Our invoices are due upon issuance and must be paid within 30 days of the invoice date without any deductions. We grant a 2% discount for payment within 10 days of the invoice date and a 4% discount for payment by direct debit or bank transfer. Any freight charges or pallet rental fees are not eligible for discount.

(4) If there are justified doubts about the customer's creditworthiness, we are entitled to make deliveries only against advance payment and to demand immediate payment of all outstanding invoice amounts.

(5) The customer may only offset our claims against undisputed claims that have been recognized by us and are legally established, or against claims that are reciprocal to our claim. The customer is only authorized to exercise a right of retention if their counterclaim is based on the same contractual relationship.

(6) If the customer defaults on a payment, the statutory provisions shall apply.

 

(1) If the goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies regardless of who bears the freight costs. 

(2) If shipment is delayed at the customer's request, the risk shall pass to the customer upon notification of readiness for delivery.

 

(1) Until final payment of all claims arising from the business relationship, the delivered goods remain our property (reserved goods). In the case of multiple claims or current accounts, the retention of title serves as security for the balance claim, even if individual deliveries of goods have already been paid for.

(2) In the event of breach of contract by the customer, e.g. default in payment, we shall be entitled to take back the goods subject to retention of title after setting a reasonable deadline. If we take back the goods subject to retention of title, this shall constitute a withdrawal from the contract. We are entitled to sell the goods subject to retention of title after taking them back. After deducting a reasonable amount for the costs of sale, the proceeds of sale shall be offset against the amounts owed to us by the customer.

(3) In the event of third-party access to the goods subject to retention of title, in particular seizures, the customer shall indicate our ownership and notify us immediately so that we can enforce our property rights.

(4) The customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business, provided that he is not in default. Pledging, further assignments or transfers by way of security are not permitted. The customer hereby assigns to us in full, by way of security, any claims arising from the resale or any other legal basis (insurance, tort) in relation to the goods subject to retention of title, including any right of the customer to register a building security mortgage. We revocably authorize the customer to collect the claims assigned to us for their account in their own name. The collection authorization shall expire if the customer does not properly meet its payment obligations, encounters payment difficulties, enforcement measures are taken against it, or judicial insolvency proceedings are opened against its assets or their opening is rejected due to lack of assets.

(5) We are obliged to release the securities to which we are entitled to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; in this case, we are responsible for selecting the securities to be released.

 

(1) In the event of a breach of a contractual obligation, the customer shall be entitled to the statutory rights against us in accordance with the following provisions.

(2) The customer shall only be entitled to warranty claims if he has fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).

(3) We would like to point out that clay roof tiles are products manufactured using a natural firing process, meaning that samples, illustrations, and descriptions can only be considered approximate.

(4) In the event of a justified and timely complaint, the customer is entitled to subsequent performance during the warranty period; we have the right to choose the type of subsequent performance – rectification of the defect or delivery of a defect-free item. If the subsequent performance fails or if further attempts at subsequent performance are unreasonable for the customer, the customer is entitled to a reduction in price or to withdraw from the contract.

(5) If the customer is held liable by its buyer or a consumer for a defect in the delivered goods that already existed at the time of transfer of risk or was complained about by a consumer as the end user, the customer's statutory rights of recourse against us pursuant to Sections 478, 479 of the German Civil Code (BGB) shall remain unaffected.

(6) The customer may only assert claims for damages under the conditions set out in clause 8 due to a defect if the subsequent performance has failed or we refuse to provide subsequent performance. The customer's right to assert further claims for damages under the conditions set out in clause 8 remains unaffected.

(7) Claims against us due to defects are only available to the customer and are not transferable.

 

We shall only be liable for damages incurred if these are based on a breach of a material contractual obligation or on intentional or grossly negligent conduct on our part, on the part of our legal representatives or vicarious agents. If a material contractual obligation is breached through slight negligence, our liability shall be limited to the foreseeable damage typical for this type of contract.An essential contractual obligation is given in the case of obligations whose fulfillment is essential for the proper execution of the contract or on whose compliance the customer has relied and was entitled to rely. An essential contractual obligation is an obligation whose fulfillment is essential for the proper execution of the contract or on whose fulfillment the customer has relied and was entitled to rely. Any further liability for damages is excluded. Liability for culpable injury to life, limb, or health in accordance with the statutory provisions remains unaffected. This also applies to mandatory liability under the Product Liability Act.

 

(1) The place of performance for all delivery obligations on our part and for other contractual obligations of both parties is Rheinzabern.

(2) This contract and these terms and conditions, as well as all legal relationships between the customer and us, are subject to the laws of the Federal Republic of Germany, excluding all references to other legal systems and international treaties. The validity of UN sales law is excluded.

(3) The place of jurisdiction for all disputes arising from the contractual relationship is Rheinzabern. However, we are also entitled to sue the customer at their place of business.

 

As of February 2026 Schnorr Keramik GmbH, 76764 Rheinzabern, Germany