General Terms and Conditions

Status: August 20, 2024

For reasons of better readability, the simultaneous use of the linguistic forms male, female and diverse is avoided. The generic masculine is used, whereby all personal designations apply equally to all genders.

§ 1 Scope

1. The following General Terms and Conditions (“GTC”) apply to all our business relationships with our customers, regardless of whether the customer is a consumer, entrepreneur or merchant.
2. The GTC also apply as a framework agreement in their respective valid version to future transactions with our customers, without the need for a renewed reference.
3. Our GTC apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This consent requirement applies in any case, for example, even if we carry out the delivery to him without reservation in knowledge of the General Terms and Conditions of the customer.
4. Individual agreements made with the customer in individual cases (including collateral agreements, additions, amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
5. Legally relevant declarations and notifications of the customer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be submitted in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal form regulations and further evidence, in particular in cases of doubt about the legitimacy of the person making the declaration, shall remain unaffected.
6. References to the validity of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall apply unless they are amended or expressly excluded in these GTC.

§ 2 Conclusion of contract; Scope of services

Our offers are subject to change and non-binding, unless expressly stated otherwise in the respective offer. This also applies if we provide the customer with catalogs, calculations, other product descriptions or documents.

1. A customer’s order shall be deemed a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept the order within 14 calendar days of receipt.
2. Acceptance can be declared either in writing by means of an express order confirmation (e.g. e-mail, fax, letter) or by providing the service to the customer.
3. The scope of the service owed by us shall be determined by our written order confirmation.
4. Delivery and service dates shall be agreed individually.
5. After confirmation of the order, changes or additions to the order requested by the customer are only possible after a separate written agreement (e.g. e-mail, fax, letter) between the parties. The same applies with regard to this written form requirement.

§ 3 Prices and terms of payment

1. Our order confirmation contains a pre-calculated total price. The price applies to the scope of services listed in the respective order confirmation. If the actual scope of services increases after conclusion of the contract, the additional services compared to the order confirmation shall be invoiced according to the price list valid at the time of conclusion of the contract.
2. The prices stated by us are exclusive of the applicable statutory value added tax.
3. If we have to provide the service owed according to the content of the contract more than 4 months after conclusion of the contract, we reserve the right to change prices accordingly if, at the earliest 4 months after conclusion of the contract, the purchase prices for the food or beverages required for the event, the prices for equipment to be rented, the wages for personnel required or external service providers increase or decrease compared to the prices on which the order confirmation is based.
4. We are entitled at any time, also within the scope of an ongoing business relationship, to carry out our services in whole or in part only against advance payment. The down payment invoice shall be paid – unless otherwise agreed in the contract – within 7 days of receipt of the invoice. The final invoice shall be based on the actual scope of services provided.
5. Unless otherwise agreed, our invoices are due immediately after invoicing without deduction. The amount is payable within 14 days of receipt of the invoice.
6. Upon expiry of the aforementioned payment period, the customer shall be in default. The invoice amount shall accrue interest during the period of default at the respective applicable statutory default interest rate. We reserve the right to assert further damages caused by default. Our claim to the commercial due date interest (§ 353 HGB) remains unaffected vis-à-vis merchants.

§ 4 Execution of services

1. We are entitled to use subcontractors at our own expense without prior agreement with the customer.
2. Our range is subject to seasonal changes. Should individual items be temporarily unavailable, we reserve the right to exchange them for goods of at least equal value.
3. All items and materials required for the execution of the order and delivered by us, with the exception of food and beverages, shall remain our property and must be returned to us immediately after the end of the event. Shortages, damaged items and materials shall be invoiced at replacement prices after return and inspection.

§ 5 Inspection of goods upon receipt, warranty and liability

1. The basis of our liability for defects is primarily the agreement made on the quality of the goods. All product descriptions and information that are the subject of the individual contract shall be deemed to be an agreement on the quality of the goods.
2. In the case of so-called buffet deliveries, we do not assume any liability for improper storage of the goods by the customer from the time of handover.
3. The customer is obliged to check the type, quantity and quality of the delivered contract products immediately after receipt of the goods.
4. Obvious defects in the delivered goods as well as complaints about the services provided by us must be reported immediately. If a defect that is not recognizable upon receipt of the goods (hidden defect) becomes apparent later, the customer must notify us of the hidden defect in writing immediately after becoming aware of it, but no later than within 24 hours. In all cases, the receipt of the notice of defect by us shall be decisive. The goods shall be deemed to be free of defects with regard to contractual and statutory claims and rights if the notice of defect is given late.
5. Subject to the further provisions of this § 5, our liability for damages is limited to intent and gross negligence. In the event of simple negligence, we shall only be liable – subject to statutory limitations of liability (e.g. diligence in our own affairs; insignificant breach of duty) – for injury to life, limb or health or for culpable breach of essential contractual obligations (obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the contractual partner regularly relies and may rely), whereby claims for damages in the latter case are limited to the foreseeable, typical damage.
6. The limitations of liability resulting from § 5 shall also apply to third parties as well as to breaches of duty by persons for whose fault we are responsible under statutory provisions (e.g. our legal representatives, employees and other vicarious agents). They shall not apply if a defect has been fraudulently concealed or a guarantee has been assumed for the quality of the goods.
7. Mandatory product liability law remains unaffected by the above limitation of liability.
8. Compliance with binding delivery and service dates by us requires the timely and proper fulfillment of the customer’s contractual obligations. This includes in particular compliance with the agreed terms of payment as well as the performance of any cooperation obligations. If these requirements are not met by the customer in time, the delivery and service dates shall be postponed accordingly. If, in the aforementioned case, a reasonable postponement of the fundamentally binding delivery and service date is not possible because the continued existence of the customer’s interest in performance is inextricably linked to the delivery and service date (fixed-date transaction), the following clause 9 shall apply accordingly.
9. If the delivery and/or service is impossible due to a circumstance for which the customer is solely or predominantly responsible, we shall retain the claim to the consideration. However, we shall have credited to us that which we have saved as a result of the release from the service or acquire or maliciously fail to acquire through other use of our labor. § 6 shall apply accordingly in this case.
10. We shall not be liable for impossibility of performance or delays in performance if these were caused by force majeure. Force majeure shall be understood to mean any unforeseeable, unavoidable event beyond our control which makes the fulfillment of our contractual obligations wholly or partly impossible, in particular natural disasters, terrorist acts, explosions, war, riots, fire, floods, epidemics and the associated obligation to comply with applicable (mandatory) law or to observe decisions of state bodies, quarantine, embargoes, strikes, etc., for which we are not responsible and which we could not reasonably have expected at the time of conclusion of the contract.

§ 6 Retention of title

1. We reserve title to the delivered goods until full payment of all our present and future claims arising from the contract and an ongoing business relationship (secured claims).
2. The goods subject to retention of title may not be pledged to third parties or transferred as security before full payment of the secured claims. The customer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g. attachments) gain access to the goods belonging to us.
3. In the event of breach of contract by the customer, in particular in the event of non-payment of the due claim, we shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and/or demand the return of the goods on the basis of the retention of title. The request for return does not at the same time include the declaration of withdrawal; rather, we are entitled to demand only the return of the goods and reserve the right to withdraw. If the customer does not pay the due purchase price, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or such a deadline is dispensable according to the statutory provisions.
4. Until revocation in accordance with (c) below, the customer shall be entitled to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.

(a) The retention of title extends to the products resulting from the processing, mixing or combination of our goods to their full value, whereby we are deemed to be the manufacturer. If the property rights of third parties remain in place in the event of processing, mixing or combination with goods of third parties, we shall acquire co-ownership in the ratio of the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

(b) The customer hereby assigns to us as security all claims against third parties arising from the resale of the goods or the product, in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the customer mentioned in paragraph 2 shall also apply with regard to the assigned claims.

(c) The customer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the customer meets his payment obligations to us, there is no defect in his ability to perform and we do not assert the retention of title by exercising a right pursuant to paragraph 3. If, however, this is the case, we may demand that the customer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the associated documents and informs the debtors (third parties) of the assignment. In addition, we shall in this case be entitled to revoke the customer’s authorization to further sell and process the goods subject to retention of title.

d) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the buyer’s request.

§ 7 Cancellation conditions

1. In the event of a (partial) cancellation or (partial) termination of the contract prior to the agreed delivery date for which we are not responsible, we shall be entitled to assert (proportional) expenses incurred up to this point in time deviating from § 648 S. 3 BGB as follows:

• in the event of (partial) cancellation up to 100 working days before the agreed event date, 10% of the (proportional) total contract sum
• in the event of (partial) cancellation less than 100 working days before the agreed event date, 25% of the (proportional) total contract sum
• in the event of (partial) cancellation less than 50 working days before the agreed event date, 50% of the (proportional) total contract sum
• in the event of (partial) cancellation less than 25 working days before the agreed event date, 75% of the (proportional) total contract sum
• in the event of (partial) cancellation less than 10 working days before the agreed event date, 90% of the (proportional) total contract sum
• in the event of (partial) cancellation around the agreed event date, 95% of the (proportional) total contract sum

2. In the event that we assert a lump sum compensation for expenses, the customer is expressly permitted to prove that no or only a lower expense has been incurred.
3. We are entitled to assert the actual expenses incurred instead of the lump sum compensation for expenses.
4. The right to assert claims for damages remains unaffected.

§ 8 Withdrawal; Termination

1. We are entitled to withdraw from the contract if

• the customer is in default with an agreed advance payment for more than 7 calendar days
• if the provision of our contractually owed services becomes impossible as a result of force majeure, shortage of raw materials or other circumstances for which we are not responsible, which we could not reasonably have expected at the time of conclusion of the contract.

2. The right to extraordinary termination for good cause remains unaffected for both parties. This includes in particular the opening of insolvency proceedings against the assets of a contracting party or its rejection due to lack of assets or the filing of an insolvency application by the other contracting party. An important reason for us exists in particular if the safety of our employees can no longer be guaranteed at the event.

§ 9 Offsetting; Right of retention; Assignment

1. The customer shall only be entitled to offsetting or retention rights to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer’s counter-rights shall remain unaffected in accordance with these GTC.
2. If, after conclusion of the contract, it becomes apparent (e.g. by application for the opening of insolvency proceedings) that our claim to the consideration is jeopardized by the customer’s lack of ability to perform, we shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to terminate the contract (§ 321 BGB). The statutory provisions on the dispensability of setting a deadline shall remain unaffected.
3. The customer may only transfer the rights and obligations from the contract to third parties with our prior written consent.

§ 10 Applicable law, place of jurisdiction and miscellaneous

1. These GTC and the contractual relationship between us and the buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
2. If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Frankfurt am Main. The same applies if the customer is an entrepreneur within the meaning of § 14 BGB. However, we shall in all cases also be entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement or at the general place of jurisdiction of the customer. Priority statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.
3. If the customer is a consumer, Frankfurt am Main is a non-exclusive place of jurisdiction for actions against the customer if the customer does not have a general place of jurisdiction in the Federal Republic of Germany, has moved their domicile or habitual residence from the area of validity of the Civil Procedure Code of the Federal Republic of Germany after conclusion of the contract, or their domicile or habitual residence is not known at the time the action is brought. Exclusive places of jurisdiction, e.g. for judicial dunning proceedings, remain unaffected.

§ 11 EU Dispute Resolution; Participation in dispute resolution proceedings

The European Commission has set up a platform for out-of-court online dispute resolution of consumer disputes at http://ec.europa.eu/consumers/odr/. We do not participate in dispute resolution proceedings before a consumer arbitration board and are also not obliged to do so.

§ 12 Data protection

You can find GDPR information and information on the handling of personal data on our website at: https://www.schiller9.de/datenschutz

§ 13 Severability clause

Should a provision in these General Terms and Conditions be or become wholly or partly void, ineffective or unenforceable, or should the General Terms and Conditions contain a loophole, this shall not affect the effectiveness and enforceability of the remaining provisions. In place of the void, ineffective or unenforceable provision, or to fill the regulatory gap, a substitute provision shall apply which comes as close as possible to the purpose intended with the ineffective or unenforceable provision.

§ 14 Revocation

Consumers have a statutory right of revocation. A consumer is any natural person who concludes a legal transaction for purposes that are predominantly neither commercial nor their independent professional activity. (§ 13 BGB)

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