General Terms and Conditions

1. Scope and customers

1.1 These General Terms and Conditions (Terms) apply to all offers, deliveries, and services of Schuldt Safety GmbH (Schuldt Safety) to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. They do not apply to consumers.

1.2 These Terms apply in particular to project-based hardware deliveries, the provision and use of software, configuration and support services, installation and retrofit services, and related consulting and project services.

1.3 Individual agreements in the offer, service description, or order confirmation take precedence over these Terms. The customer’s differing terms apply only if Schuldt Safety has expressly agreed to them in text form.

2. Project inquiry, offer, and formation of contract

2.1 Information and configurations on the website, particularly regarding fleet size, vehicle types, installation preferences, locations, and contacts, are nonbinding project or engagement inquiries. They do not constitute a binding offer by the customer or acceptance by Schuldt Safety.

2.2 Schuldt Safety reviews the inquiry, particularly for technical feasibility, availability, capacity, commercial conditions, and, where applicable, creditworthiness or compliance. Before a contract is concluded, there is no entitlement to acceptance or to reasons for rejection, unless mandatory law provides otherwise.

2.3 Following its review, Schuldt Safety submits an individual offer specifying the scope of services, project price, any fleet discounts, installation and incidental costs, payment schedule, and anticipated dates. A contract is formed by timely acceptance of this offer or by express order confirmation from Schuldt Safety.

2.4 After a contract is concluded, either party may withdraw from it only under statutory provisions or expressly agreed rights of withdrawal, termination, or rescission.

3. Scope of services and changes

3.1 The individual offer, accompanying service description, and order confirmation conclusively define the nature and scope of the services owed. Product presentations, illustrations, general technical information, and marketing statements are descriptive and binding only if expressly made part of the contract.

3.2 Schuldt Safety may use suitable partners and subcontractors to provide services. Schuldt Safety remains responsible to the customer for contractual performance, unless a direct contract between the customer and a third-party provider is expressly provided for in a particular case.

3.3 Requests for changes or additional services after contract formation are reviewed for their impact on price, schedules, and technical implementation. They become binding only upon confirmation in text form. Until then, the originally agreed scope remains in effect.

4. Customer cooperation and project information

4.1 The customer must provide all information required for planning and implementation in a timely, complete, and accurate manner. This includes, in particular, fleet size, vehicle types, operating conditions, locations, desired installation scope, technical particulars, and contacts authorized to make decisions.

4.2 Detailed information on individual vehicles, such as make, model, model year, license plate or internal vehicle ID, and location, may be collected during after-sales support or inventory, unless already required for the offer or feasibility assessment.

4.3 The customer must provide required access, vehicles, work areas, power supply, safety briefings, and other prerequisites at the agreed times. The customer bears delays or additional costs resulting from missing, late, or incorrect cooperation to the extent that the customer is responsible.

5. Prices, fleet discounts, and incidental costs

5.1 All prices are determined individually for each project. Quantity ranges or options displayed online serve to identify requirements and do not establish any particular price or discount.

5.2 Fleet or volume discounts apply exclusively at the level stated in the individual offer and only to the purchase quantity, vehicle mix, and combination of services specified there.

5.3 Unless otherwise stated, prices are net, plus applicable statutory VAT. Shipping, packaging, travel, accommodation, installation, retrofitting, removal, reintegration, training, and other additional services are included in the project price only if expressly included in the offer.

6. Deposit, invoicing, and late payment

6.1 After contract formation, the customer must pay a deposit of 20% of the total project price stated in the offer, including VAT. The deposit is collected by invoice or, where a SEPA mandate has been granted, by direct debit, and is due at the time stated in the offer or invoice.

6.2 The remaining amount is invoiced according to the individually agreed payment schedule or, in its absence, after complete delivery or acceptance of the work owed. Invoices must be paid without deduction within the stated payment period.

6.3 Statutory consequences apply in the event of late payment. After reasonable notice, Schuldt Safety may withhold further services if due payments remain unpaid despite a reminder and no justified right of retention exists.

6.4 The customer may offset claims only against counterclaims that are undisputed, finally adjudicated, or ready for judicial decision. Rights of retention may be exercised only in respect of the same contractual relationship.

7. Delivery, schedules, and force majeure

7.1 Delivery, installation, and completion dates are binding only if expressly designated as binding in the offer or order confirmation. Agreed time periods begin only after timely fulfillment of cooperation obligations and, where required, receipt of the deposit.

7.2 Partial performance is permitted if it is reasonable for the customer and can be usefully utilized.

7.3 Events beyond a party’s reasonable control, particularly natural events, war, government measures, industrial disputes, cyberattacks on critical infrastructure, significant supply chain disruption, or energy grid failures, extend performance deadlines appropriately. The affected party must inform the other party without undue delay. If the impediment lasts longer than 90 days, either party may withdraw from the unperformed portion of the contract; services already performed must be settled.

8. Shipping, transfer of risk, and retention of title

8.1 Where goods are shipped, risk passes to the customer upon handover to the carrier, unless acceptance is required or otherwise agreed in the offer.

8.2 Delivered hardware remains the property of Schuldt Safety until all claims under the relevant project contract have been paid in full. The customer must treat goods subject to retention of title with care and promptly inform Schuldt Safety of third-party claims against them or significant damage.

9. Installation by Schuldt Safety or partners

9.1 Installation, removal, retrofitting, and integration services are charged separately unless expressly included in the project price. They may be performed by Schuldt Safety or appointed specialist partners.

9.2 The customer must make vehicles available at the agreed time and in the condition required for the work, and disclose any particular vehicle, manufacturer, warranty, leasing, or safety requirements.

9.3 Where installation constitutes work under a contract for work, acceptance is governed by statutory provisions. Minor defects do not entitle the customer to refuse acceptance.

10. Self-installation

10.1 The customer may perform installation itself or engage a third party if permitted by the offer. The customer must follow the installation instructions provided, vehicle-specific requirements, and all applicable safety and approval regulations.

10.2 Schuldt Safety is not liable for defects or damage demonstrably caused by improper self-installation, unsuitable third-party services, unauthorized modifications, or failure to follow installation requirements. Statutory claims relating to independent product defects remain unaffected.

11. Removal and integration into replacement or new vehicles

11.1 Where technically possible, systems may be removed from existing vehicles and integrated into replacement or new vehicles within the customer’s fleet.

11.2 The customer must inform Schuldt Safety in good time of the exact type and necessary technical details of the new vehicle. Schuldt Safety checks compatibility and, where available and agreed, provides the vehicle-specific software configuration or appropriate installation plan.

11.3 Removal, inspection, adaptation, new components, software configuration, and reinstallation are additional services charged under a separate offer. Technical feasibility for every vehicle type is not guaranteed before the compatibility assessment is complete.

12. Software, usage rights, and term

12.1 Where software is provided, the customer receives a nonexclusive, nontransferable right to use it for its own fleet within the agreed scope for the duration of the contract. Mandatory statutory rights remain unaffected.

12.2 Documentation, configurations, vehicle-specific installation plans, and other materials may be used only to operate, maintain, and carry out agreed integration of the delivered systems. Disclosure to third parties is permitted only where necessary for authorized installation or maintenance services and confidentiality is ensured.

12.3 Unless the individual offer provides otherwise for software, platform, support, or other ongoing services, the minimum term is 60 months from the service commencement date specified there. The contract renews for successive 12-month periods unless terminated in text form with three months’ notice before the end of the current term. The right to extraordinary termination for good cause remains unaffected.

12.4 In the event of a vehicle change within the fleet in accordance with the contract, the usage right may be transferred to the replacement or new vehicle in accordance with Section 11. Technical adaptation and integration services remain subject to separate charges.

13. Defect remedies and commercial inspection and notification duties

13.1 Statutory provisions apply to material defects and defects of title unless otherwise validly agreed in the individual contract.

13.2 If the customer is a merchant, the inspection and notification duties under Section 377 of the German Commercial Code (HGB) apply. Defects must be described in sufficient detail to allow Schuldt Safety to investigate and remedy them.

13.3 Schuldt Safety is initially entitled to provide subsequent performance. If subsequent performance fails or is unreasonable, the customer has the further statutory remedies.

14. Liability

14.1 Schuldt Safety has unlimited liability for intent and gross negligence, culpable injury to life, body, or health, liability under the German Product Liability Act, and the scope of any expressly assumed guarantees.

14.2 For a slightly negligent breach of a material contractual obligation, liability is limited to the foreseeable damage typical of the contract at the time it was concluded. Material contractual obligations are those whose fulfillment makes proper performance of the contract possible and on whose observance the customer may regularly rely.

14.3 Otherwise, liability for slight negligence is excluded. These limitations also apply in favor of Schuldt Safety’s officers, employees, partners, and agents.

14.4 The customer is responsible for appropriate data backups and compliance with its own operational safety and emergency procedures. Where Schuldt Safety is responsible for data loss, liability is limited to the recovery costs that would have arisen if proper backups appropriate to the risk had been maintained; Sections 14.1 and 14.2 remain unaffected.

15. Confidentiality and intellectual property

15.1 The parties must treat the other party’s nonpublic commercial, technical, and organizational information as confidential and use it only to perform the contract. Statutory disclosure obligations remain unaffected.

15.2 All intellectual property and copyrights in software, documents, plans, configurations, concepts, and other work results remain with Schuldt Safety or the respective rights holders. The customer receives only the expressly agreed usage rights.

16. Data protection and credit checks

16.1 The parties process personal data in accordance with applicable data protection laws. Details of processing by Schuldt Safety are set out in the current Privacy Policy and, where required, separate data processing agreements.

16.2 Schuldt Safety may conduct an appropriate credit check before contract formation and during an ongoing business relationship, provided there is a legal basis and data protection information duties are fulfilled. The inclusion of this provision alone does not replace any required privacy notices or consent.

17. Assignment

The customer may assign claims arising from the contractual relationship only with Schuldt Safety’s prior consent. Section 354a HGB and the assignment of monetary claims remain unaffected.

18. Governing law, jurisdiction, and final provisions

18.1 The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

18.2 If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or relating to the contractual relationship is Schuldt Safety’s registered office. Schuldt Safety remains entitled to sue the customer at the customer’s general place of jurisdiction.

18.3 Amendments and additions to the contract should be made in text form for evidentiary purposes. Individual agreements remain unaffected.

18.4 If any provision is or becomes invalid or unenforceable, the validity of the remaining provisions remains unaffected. Statutory provisions replace any invalid or unenforceable provision.