1. General provisions
If the following terms and conditions contradict the purchaser’s terms and conditions, the seller’s terms and conditions shall be deemed agreed. Modifications and collateral agreements shall only be effective if they are conformed by the seller in writing. If any provision is found to be invalid, this shall not affect the validity of the remaining provisions.
- Our gross prices are recommended retail prices including value added tax. Discounts are calculated based on the gross prices as follows: Gross prices including value added tax less discount (including value added tax reduction) results in the net price excluding value added tax plus value added tax.
- Our net prices apply excluding value added tax.
- Deliveries are made including packaging.
- Carriage paid point of receipt, least expensive dispatch route.
- For international shipments, free German border.
- Dispatch shall be made at the purchaser’s risk. Transfer of risk when leaving the loading bay. If the consignment is damaged in transit or lost, a written explanatory report should immediately be obtained from the carrier.
- Events of force majeure, strikes and lock-outs and any delays in delivery caused by such events shall not give rise to claims for damages.
- If the seller is in delay with delivery, the purchaser shall expressly ascertain this and grant a grace period for delivery of 4 weeks; if the purchaser is a merchant, this period shall be extended to 8 weeks. A notice of default shall be sent, and a deadline shall be set in a simple written form by a non-merchant, and by registered letter by a merchant. If the consignment is not delivered until the grace period expires, the purchaser may withdraw from the contract by providing a written statement. Claims for damages or contractual penalties due to non-performance or default shall be excluded; with delivery to non-merchants, this exclusion shall be limited to cases where it cannot be proven that the seller is guilty of grossly negligent and/or intentional behaviour.
- If the seller carries out the assembly, the purchaser shall provide for proper storage in locked rooms.
- The provisions of Part B of the VOB [German Construction Contract Procedures] shall apply to the transfer of risk.
- Installation costs shall be understood as costs for professional preparation on part of the purchaser (windows, floors, walls) and for fastening devices provided by the purchaser to take up the total load of the assembly object (where required, by dowels, suitable holding devices, etc.) with horizontally stable ceilings. If these requirements are not met by the purchaser at the construction site, the necessary service shall be rendered by the seller in addition and separately charged to the purchaser. Any additional expenditure required for drilling, tapping, thread cutting, positioning of scaffolding, suspensions and bulkheading shall be borne by the purchaser. Protective profiles, niches, enclosures shall be provided by the purchaser on site (measurements must meet the seller’s requirements), unless they are expressly included in the offer price. Scaffolding shall be suitable for the purpose of assembly and meet the requirements of the employers’ liability insurance association. Necessary means of transport (lift, etc.) shall be provided free of charge.
- With electrical facilities, supply lines shall be installed and switches, plug couplings and control devices shall be installed and connected according to the VDE by a local qualified electrical technician. The related costs shall be borne by the purchaser.
- Concealed installations at the assembly site shall be notified to the assembling personnel in good time (exact labelling). The seller shall not be liable for any damage resulting from a failure to comply. Costs incurred as a result of improper preparation of the construction work shall be charged to the purchaser upon proof.
- Invoices shall be due for payment: within 8 days from the invoice date, reduced by the respectively applicable cash discount rate, within 30 days without deduction.
- Payment by cheque or money order shall be deemed agreed. In the event of delay in payment in transactions with non-merchants, the seller shall charge interest on arrears after a futile reminder in the amount of 4% above the respective current discount rate of the Deutsche Bundesbank.
- First deliveries shall be made by cash on delivery minus a 2% cash discount. Grant of a period for payment upon the presentation of satisfactory references up to 3%.
- The seller warrants for the purchase item’s freedom from defects for the duration of 12 months. The warranty shall be limited, at the seller’s option, to subsequent improvement of the purchase item or to a reasonable reduction of the purchase price. Subsequent improvement shall not trigger the start of a new warranty period.
- Any further claims, particularly claims for compensation for direct or indirect damage, shall be excluded. In dealings with non-merchants, this shall not apply to damage caused by the seller in a grossly negligent manner and/or intentionally. Defects or failures caused by force majeure, atmospheric influences or improper assembly (including electrical installation) by third parties shall be excluded from all warranties. This shall also apply to defects and damage caused by natural wear and tear or improper handling by the purchaser.
- Complaints shall be sent in writing immediately, but within 14 days from the date the goods are received at the latest. The date the goods are received shall be deemed the date stated on the receipt stamp on the consignment note or the day the goods are delivered by our truck. Unless defects are notified within the aforementioned period, the goods shall be deemed delivered and accepted as agreed in the contract. This shall not apply to hidden defects.
- Minor deviations in colour and construction design in the course of technical further development shall not be a reason for complaints. Samples shall be regarded as demonstration pieces for which customary deviations are permitted.
- The seller’s products are custom-made and cannot be exchanged or taken back on the purchaser’s demand.
- If the purchaser is a merchant, it shall not be entitled to any objection of unfulfilled contract or right of retention with regard to the purchase price due to defects in the purchase item. Any reduction of the purchase price due to alleged or actual defects shall also be excluded. If the purchaser is not a merchant, it shall be reserved the right, if subsequent improvement fails, to demand reduction or, if the subject matter of the warranty is not a construction work, cancellation (rescission) of the contract, at its option. If the purchaser is a merchant, it shall not be permitted to offset any claim resulting from warranty law against the purchase price.
7. Reservation of ownership
- The seller shall reserve ownership of the delivered goods until all claims, including those arising in the future, including any existing claims arising from a current account relationship, are settled by the purchaser. The surrender of a bill of exchange or cheque shall not be considered as payment until the paper has been honoured. – Invoices are enclosed with our respective deliveries.
- The purchaser shall be entitled to process the goods delivered by the seller in the course of its proper business operations. Any processing shall be carried out on behalf of the seller; however, the seller shall not incur any costs. If a new item is created, the seller shall become the owner of such new item as security for the claims it is entitled to. The purchaser shall merely be the custodian. However, the new items shall only serve as security for the seller’s claims in the amount of the purchase price of the processed goods that are subject to reservation of ownership. The seller undertakes to transfer ownership of the goods that are subject to reservation of ownership or of the newly created items to the purchaser as soon as the latter has paid the seller’s claims.
- If the other goods that are not owned by the seller are owned by a third party (not the purchaser), the seller shall acquire co-ownership of the newly created item in proportion of the purchase price of the goods subject to reservation of ownership to the purchase prices of the other processed goods at the time of processing. In this case, the provisions applicable to other goods subject to retention of ownership of the seller shall apply accordingly to the co-ownership share.
- The purchaser may resell the goods delivered by the seller only in the ordinary course of business. The purchaser shall hereby assign to the seller all claims it is entitled to from the resale or for other legal grounds in connection with the passing on of the goods. If the goods subject to retention of ownership are sold together with other goods not belonging to the seller, the assignment of claims from the resale shall only apply up to the amount of the purchase price of the goods subject to retention of ownership at the time of delivery.
- If the goods subject to retention of ownership are resold after processing, in particular after processing with other goods not belonging to the seller, the assignment shall be made in the amount of the purchase price of the goods subject to retention of ownership at the time of processing. If the goods subject to retention of ownership are used by the purchaser for the fulfilment of a contract for work and services, the purchaser shall hereby assign the claim arising from this contract to the seller up to the amount of the purchase price of the goods subject to retention of ownership at the time of delivery.
8. Right of withdrawal
The seller shall be entitled to withdraw from the contract if, after its conclusion, the purchaser’s financial circumstances deteriorate significantly, which jeopardises the right to counter-performance, or if such a situation of the purchaser that already existed at the time of conclusion of the contract only becomes known at a later date. Instead of withdrawing from the contract, the seller may demand immediate cash payment. Evidence for such events shall be deemed to have been furnished by the information provided by a reputable credit agency or bank. If such circumstances apply, but payment by way of bill of exchange has been agreed with the purchaser, the seller may demand immediate cash payment on returning the bill of exchange.
9. Place of jurisdiction
Place of performance for deliveries and payments shall be our company’s registered office. In dealings with a merchant, our company’s registered office shall be deemed agreed as the place of jurisdiction – also for legal proceedings involving documents. German law applies.