General Terms & Conditions

These terms and conditions govern all legal relations between SH Distribution GmbH (hereinafter "SHD") and its contractual partners regarding the sale of our products and services. They also apply to future transactions. Conflicting or deviating terms of the customer are not binding on SHD, even if SHD does not expressly object to them. Deviations from these terms are only valid if confirmed in writing by SHD in advance.

1. Offers and order confirmation

Images and information in the online shop, in catalogues, brochures and offers, as well as cost estimates, are generally non-binding unless expressly marked as binding in the individual case. The scope of delivery or service is determined by SHD's written order confirmation or, if none is issued, by the customer's order. The contract is generally concluded by SHD's written order confirmation or by execution of the order.

Due to the rapid technical evolution of our devices, 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 such a case SHD will inform the contractual partner before delivery and will also offer to cancel the contract.

2. Prices

Prices are quoted net in EUR ex works Hohenstein-Ernstthal, excluding packaging, transport, other incidental costs (e.g. installation) and the statutory VAT applicable at the time of delivery. Prices shown in our online shops and in end-customer price lists include VAT and are marked as such. Prices in our online shops are to be understood as offer prices.

3. Delivery times

Delivery and service dates are only binding if SHD has expressly confirmed them in writing as binding. If an agreed delivery time is not met and the contractual partner has set a reasonable grace period, the partner may withdraw from the contract after that grace period has expired without result. Claims for damages by the customer only exist if the delay is due to intent or gross negligence.

4. Payment terms

End customers shall pay all invoices in full within 10 days from invoice date, without deduction. Payments from IT resellers are generally made after 3 working days from invoice date without deduction by direct debit. To be classified as a reseller, SHD requires a copy of the business registration or extract from the commercial register. Depending on the customer's creditworthiness and turnover, individual agreements may deviate from this rule. In case of insufficient creditworthiness, SHD may at its discretion demand cash payment or advance payment.

If the payment terms are not observed or if there are justified doubts about the customer's creditworthiness, SHD may demand cash or advance payment, withhold goods not yet delivered, recover unpaid deliveries at the customer's expense, and stop further work on running orders. If SHD accepts payment by cheque, payment is only deemed effected upon the cheque being honoured. Costs arising from a payment reversal due to insufficient funds or incorrect data provided by the customer will be charged to the customer.

In the event of default in payment, SHD is entitled to charge default interest of 5 % p.a. above the applicable base interest rate pursuant to the German Discount Rate Transition Act (Diskontsatzüberleitungsgesetz). Set-off is only permitted against counter-claims that are acknowledged by SHD or established by final court decision. The customer may not withhold payments due to counter-claims from other contractual relationships. If the customer is in default in accepting the object of the contract, SHD is entitled to set a reasonable grace period and, after its expiry, to withdraw from the contract or demand damages.

5. Retention of title

Delivered goods remain the property of SHD until full payment of the purchase price and of all present and future claims arising from our business relationship. The customer is, however, entitled to resell the goods subject to retention of title in the ordinary course of business. At the time of purchase of the retained goods, the customer already assigns to SHD any claims arising from their resale against its own customers.

Any transformation or processing of goods delivered by SHD is carried out on SHD's behalf. SHD acquires co-ownership of the new item in the ratio of the value of the purchased item to the value of the other items processed at the time of processing. The customer shall store the retained goods properly and at its own expense on SHD's behalf and shall insure them adequately. The customer is not entitled to pledge the retained goods or assign them as security.

In the event of third-party access to the retained goods, the customer must draw attention to SHD's ownership and notify SHD in writing without delay. Costs arising from such interference — for a third-party opposition claim or for an out-of-court release — are borne by the customer. If the customer is in default of 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 third-party premises at the customer's expense and to take them into its own possession. In that case, SHD is only obliged to deliver further after the customer has settled all outstanding claims. Claims for damages by SHD remain unaffected.

On the customer's request, SHD will release securities of its choice to the extent that the realisable value of these securities permanently exceeds the claims to be secured by more than 10 %.

6. Contracting party

Contracts under these terms and conditions are concluded with: