Terms & Conditions
§ 1 Validity of terms
- Our deliveries, services, and offerings are carried out based exclusively on these Terms and Conditions (T&Cs). Hence, these Terms also apply to all future business relationships, even if they are not agreed upon explicitly once again. These T&Cs are considered as having been acknowledged no later than the point in time the goods or services are accepted.
- Confirmation to the contrary by the customer with reference to his terms of business or terms of purchase is hereby rejected.
- Deviations from these T&Cs are only valid if we have provided confirmation of them in writing.
- These T&Cs apply exclusively and only to entrepreneurs, legal persons in the public sector or special funds under public law as defined in § 310 Para. 1 BGB (Civil Code).
§ 2 Quote, conclusion of contract, transfer of risk
- Our quotes are non-binding. By placing an order, the customer submits a quote that we may accept within two weeks.
- The transfer of risk to the customer takes place upon provision of the goods during the pick-up and/or shipping out of the goods as soon as they are transferred to the person carrying out the transportation, or when the shipment has left our warehouse or business premises for the purpose of making the delivery. This shall take place regardless of who bears the transportation costs. If delivery becomes impossible through no fault of ours, the transfer of risk to the customer takes place upon notification of the readiness for shipment. Transportation insurance shall not be provided through us.
- Unless otherwise specified, customers will not be billed for single-use packaging, and we do not accept returns of such packaging. We are not obliged to retrieve it. Special packaging, e.g. steel pallets and boxes, will be billed at cost price. The customer is to have steel pallets returned carriage paid at his own expense. In the case of return deliveries in a usable condition, we shall credit the full value.
§ 3 Prices
- Unless otherwise agreed upon, all prices are in euros before statutory sales taxes (VAT). Statutory sales taxes (VAT) are indicated separately in the invoice at the statutory rate on the day the invoice is generated. The prices specified are to be understood as the prevailing wage and material costs on the day the quote is submitted. We reserve the right to make price adjustments if the aforementioned cost factors have changed between the order and the day the invoice is generated.
- Unless otherwise agreed upon in writing, Payment is to be made in full (without deductions) within 30 days upon receipt of the invoice. The deduction of discounts require a separate written agreement.
- If the aforementioned payment deadline is exceeded, interest at the rate of 8 % above the corresponding base interest rate will be charged without requiring a separate notice of default. The right to assert a higher default claim shall remain reserved.
- Payment shall considered to have been made when we are able to dispose of the amount without any restrictions. Bills of exchange and checks shall only be accepted upon special agreement and if this incurs no costs or fees for us. Acceptance shall take place on account of performance.
§ 4 Deliveries
- Unless otherwise agreed upon, the completion dates or deadlines we provide are non-binding. The dates stated in our order forms or order confirmations only indicate the expected completion or delivery dates. The agreement of binding dates must be made in written form.
- If a binding deadline which has been confirmed in writing is not adhered to, the customer is obliged to provide us with a reasonable grace period in writing. If this grace period is also exceeded, the customer shall have the right to withdraw from the contract.
- Our delivery shall be considered as being on time if the goods have left our factory or warehouse before the deadline, or the factory or warehouse of our upstream supplier as agreed upon.
- Deliveries by our own trucks with a value of € 2,000.00 and above shall incur no shipping charges. For other types of delivery and for order values below € 2,000.00, the customer shall bear the costs of delivery. Delays in delivery and performance due to force majeure and due to events which significantly impede our delivery or manufacturing abilities — including in particular strikes, being locked out, orders from the authorities, transportation and operational disruptions, insufficient raw materials and energy — even if they occur to our suppliers or their suppliers — shall not be our fault even if binding delivery dates and deadlines have been agreed upon. They confer upon us the right to delay the delivery or performance by the duration of the hindrance plus a reasonable lead time, or to fully or partially withdraw from the contract with regard to the portion that has not yet been fulfilled.
- The customer is entitled to claims in case of default to the extent to which we are at fault for the delay. In cases where there has only been a minor negligent breach of duty on our part or that of our agents, our liability is limited to the foreseeable damages typical for such contracts. This does not affect our liability for damages due to injury to life, physical injury, injury to health, as well as due to intent and gross negligence. Furthermore, our liability arising from the Product Liability Law (Produkthaftungsgesetz) also remains unaffected.
- If the customer does not accept the delivery even after a reasonable grace period, we shall, with no prejudice to any other claims, be within our rights to demand a lump sum amounting to 25 % of remuneration to cover our costs. However, the customer shall be allowed to prove that we have not suffered any damages at all, or that our damages are much lower than the lump sum in clause 1.
- (The charging of a lump sum for the damages is only permissible if this sum corresponds approximately to the damage. If it is significantly higher than this, there is the risk that the clause is inadmissible.)
§ 5 Retention of title
- We reserve ownership of the goods until all claims arising at the point in time of the conclusion of this contract have been received, including all claims from subsequent orders, follow-up orders, and replacement part orders.
- The customer is within his rights to sell the goods to other parties in ordinary business transactions under the condition that the claims from the resale are transferred to us as follows:
- The customer now already assigns all claims against the purchaser or third parties arising from the resale with all ancillary rights to us, regardless of whether the reserved goods are resold without or after processing. The customer is also permitted to assert these claims even after assigning them. Our authorization to assert these claims ourselves remains unaffected by this. However, we undertake to not assert these claims for as long as the customer fulfills his payment obligations from the proceeds received, is not in default with payment, and in particular does not submit an application to open settlement or insolvency proceedings, or has stopped making payment. Upon request, the customer is to inform the third party of the assignment of claims and provide us with all information required to identify the third party and assert the assigned claims. If the goods are resold together with other goods which belong to the customer, our claims shall be considered as having been assigned to the extent of the delivery price including sales tax (VAT) agreed upon between us and the customer.
- The processing of the reserved goods takes place for us as a manufacturer in accordance with § 950 BGB (Civil Code), but without obliging us. The processed goods are considered as reserved goods as defined by these provisions. If the reserved goods are processed together with other objects that do not belong to us, or mixed in a manner as to make them inseparable, we shall acquire partial co-ownership of the new item in the percentage of the invoice value of the reserved goods as compared to the invoice value of the other goods used at the time of processing or mixing. The co-ownership rights that arise in this manner shall be considered as reserved goods as defined by these provisions. If our goods are combined with other mobile items to give a single uniform item and inseparably mixed, and if the other item is to be seen as the main item, it shall be considered covenanted that the customer shall transfer unto us proportional co-ownership to the extent that the main item belongs to him. Furthermore, the item resulting from the processing, combination, and mixing shall also be treated as if it were the reserved goods.
- In the case of behavior on the customer’s part which is in violation of the contract, in particular a default in payment, we shall be within our rights to withdraw from the contract after setting a reasonable grace period. In this case, we shall be within our rights to recall goods that have been shipped, and the customer shall be obliged to return them. In the case of seizures or other interventions of third parties, the customer is to send us a seizure report as well as a sworn oath regarding the identity of the items seized, in writing and without delay.
- After withdrawing the items purchased, we shall be within our rights to exploit it. The proceeds from such exploitation is to be offset against the amount owed by the customer, minus reasonable exploitation costs.
§ 6 Warranty
- The customer is obliged to unpack and inspect the goods delivered immediately upon receipt (§ 377 HGB (Commercial Code)). In the case of claims identified during proper, immediate inspections for defects, written notification is to be given within 8 days with a detailed description of these defects.
- We are to be informed of hidden defects immediately after they are identified, and no later than 10 days after they have been identified. After this period has elapsed, the goods are considered as having been delivered in perfect condition and accepted.
- Defects in prefab elements, components, and their surface coatings are described by us, as an assessment of decorative appearance, and are based on the quality mark for the coating of component parts www.gsb-international.de. Grooves, scratches, rough patches and mechanical damage that do not affect their use are permissible on non-visible areas, as they do not affect the decorative appearance.
- We shall rectify defects in prefab elements either through rework or a replacement delivery. If supplementary performance is unsuccessful, or if it would incur unreasonable costs, the customer retains the right of reducing payment and withdrawal. Furthermore, he shall also have the right to demand compensation for damages instead of fulfillment. It is only in the case of an insignificant defect or an only insignificant violation of contractual obligations on our part that compensation for damages shall not be granted in lieu of fulfillment and withdrawal.
- We provide a warranty for our goods in accordance with the corresponding statutory defects liability period, provided that the customer uses the goods in the usual and intended manner. In this case, we also point out that the technical information on the performance and use only relate to the approximate character and type of the goods. Tolerances permitted by DIN are not a reason for claims and do not constitute a defect. We shall not be liable for defects arising from natural wear and tear, due to damage from improper handling or storage, or if the defect stems from a special form of use that we were not informed of in writing at the point in time the contract was concluded. The defects liability period begins with the handover of the goods to the customer.
§ 7 Compensation / liability
We are liable in accordance with statutory provisions, provided that the customer asserts compensation claims that are based on intent or gross negligence on the part of our representatives or agents. In cases where there has only been a negligent breach of duty on our part or that of our agents, our liability is limited to the foreseeable damages typical for such contracts. This does not affect our liability for damages due to injury to life, physical injury, or injury to health for the customer; furthermore, our liability as defined by the product liability law remains unaffected.
§ 8 Defense of uncertainty
If, after the conclusion of the contract, it becomes clear that the customer’s insufficient ability to provide performance will result in us being unable to receive payment, we may withhold performance. This right to withhold performance on our part shall not apply if the customer makes payment or furnishes security for such payment. We shall be within our rights to set a reasonable deadline in which the customer receives deliveries against payment (pari passu) or furnishes the appropriate security. If the deadline elapses without success, we shall be within our rights to withdraw from the contract.
§ 9 Compensation claims by the customer
If the customer is legally bound to take back the purchased and newly manufactured goods from his own customers due to a defect, or if these customers (consumers) have reduced the purchase price, the customer shall be entitled to rework, reimbursement of expenses, to withdraw from the contract, and to reduce the purchase price, without having to first set a deadline.
The prerequisite in this case is always that the defect already existed during the transfer of risk to the customer.
The customer’s obligation to provide notification of defects immediately in acc. w/ § 377 HGB (Commercial code) (cf. § 6 No. 1) shall remain unaffected by this.
§ 10 Applicable law, place of jurisdiction, partial invalidity
- These business relationships and the entirety of legal relationships between us and the customer are governed by the laws of the Federal Republic of Germany, to the exclusion of the CISG.
- As long as the customer is a merchant as defined by the Commercial Code (HGB), a legal person under public law, or a special fund under public law, our registered place of business is the place of jurisdiction; however, we reserve the right to bring suit against the customer at his registered place of business.
- If a provision in these Terms and Conditions should be invalid or become invalid, the validity of the remaining provisions shall not be affected by this. If the invalidity stems from a performance or temporal provision, statutory provisions shall replace it.