Terms and Conditions
These terms and conditions govern all legal relationships between SH Distribution GmbH (hereinafter referred to as SHD) and its contractual partners for the distribution of our products and services, and also apply to future transactions. Any conflicting or contradictory terms and conditions of the customer are not binding on SHD, even if SHD does not expressly object to them. Deviations from these agreements are only valid if they have been confirmed in writing by SHD beforehand.
Terms and conditions of offer / Order confirmation
Images and information in the online shop, catalogs, brochures, and offers, as well as cost estimates, are generally non-binding unless expressly designated as binding in a specific case. The scope of delivery or service is determined by SHD's written order confirmation or, if no such confirmation has been issued, by the customer's order. The contract is generally concluded upon SHD's written order confirmation or the fulfillment of the order. Due to the rapid development of technical equipment, SHD reserves the right to deliver products that deviate from the product description at the same price, provided that the described performance data and characteristics are at least met. In this case, SHD will inform the contractual partner before delivery and also offer them the option of canceling the contract.
Prices
Prices are generally quoted net in EURO ex works Hohenstein-Ernstthal, excluding packaging, transport, other incidental costs (e.g., installation), and the applicable statutory value-added tax (VAT) at the time of delivery. However, prices in our online shop and in price lists for end customers are shown including VAT and are marked as such. Prices in our online shop are to be understood as offer prices.
Delivery times
Delivery and service dates are only binding if expressly confirmed in writing by SHD. If an agreed delivery date is not met and the contractual partner has set a reasonable grace period, they may withdraw from the contract if this period expires without result. The customer is only entitled to damages if the delay is due to intent or gross negligence.
Payment terms
For end customers, all payments are due within 10 days of the invoice date without deduction. Payments from IT resellers are due within 3 business days of the invoice date without deduction via direct debit. To classify a contractual partner as a reseller, SHD requires a copy of their business registration or commercial register extract. This policy may be modified by agreement, taking into account the customer's creditworthiness and sales volume. In cases of insufficient creditworthiness, SHD may, at its sole discretion, require cash payment or prepayment. If the payment terms are not met or there are reasonable doubts about the customer's creditworthiness, SHD may demand cash payment or prepayment, withhold undelivered goods, retrieve unpaid deliveries at the customer's expense, and suspend further work on ongoing orders. If SHD accepts payment by check, payment is only considered complete upon clearance. Costs incurred due to a chargeback of a payment transaction for insufficient funds or because of incorrect data provided by the customer will be charged to the customer. In the event of late payment, SHD is entitled to charge default interest at a rate of 5% per annum above the applicable base interest rate as defined by the Discount Rate Transition Act. Offsetting is not permitted except for counterclaims acknowledged by SHD or established by a legally binding judgment. The buyer is not entitled to withhold payments due to counterclaims arising from other contractual relationships. If the buyer defaults on acceptance of the contractual item, SHD is entitled to set a reasonable grace period and, after its expiry, to withdraw from the contract or claim damages.
Retention of title
The delivered goods remain our property until full payment of the purchase price and all existing and future claims arising from our business relationship. However, the buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. Upon purchase of the goods subject to retention of title, the buyer hereby assigns to us all claims against its customers arising from such resale. In the event of transformation or processing of the goods delivered by SHD, this is done on behalf of SHD. We acquire co-ownership of the new item in proportion to the value of the purchased goods relative to the value of the other processed items at the time of processing. The buyer shall store the goods subject to retention of title properly and insure them adequately for SHD at its own expense. The buyer is not entitled to pledge or assign the goods subject to retention of title as security. In the event of third-party access to the goods subject to retention of title, the buyer must point out SHD's ownership and notify SHD immediately in writing. The buyer shall bear any costs incurred by such third parties for third-party objection proceedings or costs for an out-of-court release. If the customer defaults on payment for more than 14 days, SHD is entitled to demand the return of the delivered goods subject to retention of title at the customer's expense, or to remove them from the customer's premises at the customer's expense and take possession of them. SHD is then only obligated to deliver upon prior settlement of all outstanding claims by the customer. This does not affect SHD's right to claim damages. SHD undertakes to release, at the customer's request and at its own discretion, the security interests to which it is entitled, insofar as the realizable value of these securities exceeds the secured claims by more than 10% on a non-temporary basis.