§1 General – Area of application
Our deliveries, services and offers are carried out based on the following conditions. These conditions are applied to all current and future business relationships even if they are not reconfirmed explicitly. Customers as defined by the terms and conditions are traders. Traders as defined by the terms and conditions are natural or legal persons or partnerships capable of holding rights with whom a business relationship is established and who are acting upon the exercise of a commercial or self-employed professional activity.
2. Different, opposed or supplementary terms and conditions will not be an integral part of the contract despite knowledge thereof, unless their application has been approved explicitly.
§2 Offer, contract conclusion and quotations
1. Our offer is subject to change without notice and not binding. Technical changes as well as changes in shape, colour and/or weight remain under restriction of commensurability.
2. Upon purchasing the goods the customer bindingly declares the wish to acquire the purchased goods. We have the right to accept the offer of contract in the order within a timeframe of four weeks after receipt of the order. The acceptance can be declared in written form or by supplying the customer with the goods.
3. If the customer orders the goods electronically, we will confirm the receipt of the order immediately. However, the confirmation of receipt of the order does not equal a binding acceptance of the order. The confirmation of receipt of the order can be combined with the acceptance of the order.
4. The conclusion of the contract is subject to the correct and punctual delivery of required goods by our suppliers. This only applies in case the default in delivery is not caused by us, particularly in case of a matching cover transaction with our supplier. The customer will be informed about the non-availability of the service immediately. The trade-off will be reimbursed immediately.
5. Provided that the customer has ordered the goods electronically, the wording of the contract will be saved by us and sent to the customer via email upon request, in addition to the available GTC.
6. Verbally expressed details and details in catalogues, brochures, newsletters, adverts, images and price lists about dimensions, services, suitable and the like do not count as warranted characteristics unless they are explicitly confirmed in a separate written manner.
7. In images, drawings, price lists, calculations and other documentation we reserve the right to proprietorship and copyright. This documentation can only be passed on to third parties or made available to third parties by the customer after we have given our explicit written consent.
§3 Right of withdrawal / Right of revocation
1. We are released from our liability and can withdraw from a contract if our supplier has not supplied us or supplied us insufficiently due to reasons we are not responsible for, and will provide evidence of the matching cover transaction to our customer upon the customer’s request.
2. The same applies if the delivery is made impossible or is made excessively difficult due to reasons that neither us nor our performing agents or vicarious agents can be held responsible for caused by acts of God, war, strike, lockout, political unrest, transport obstacles, governmental measures, business disruption, fire damages or the like.
3. We also have the right of withdrawal from a contract if after the conclusion of the contract considerable deterioration of the creditworthiness of the customer becomes known that would endanger our pecuniary claim, or if the customer has made incorrect statements about the customer’s creditworthiness. The same applies if the customer breaches duty of care with regard to the goods supplied with reservation of proprietary rights.
4. The right of revocation is not applicable.
§4 Delivery time, delay and noncontractual service
1. Delivery times we state and confirm are to be considered as approximate. The delivery is to be considered rendered proper and timely if it is carried out within 2 weeks after the date.
2. Deliveries that are delayed due to reasons stated in § 3 paragraphs 1 and 2, the delivery time will be extended appropriately.
3. The customer’s right to claim compensation in case of failure to meet obligation or service not performed or service not performed according to the contract, will be limited to the following cases: a) slightly negligent breach of unessential contractual obligation as well as b) willfull or grossly negligent breach of contractual obligation by basic vicarious agents. Furthermore, liability will be a flat penalty payment of 1% of the value of goods to be delivered for each week of delay. This penalty payment will be limited to a total compensation of 5% of the value of goods to be delivered. The customer cannot claim any further penalty payment. We reserve the right to provide evidence that the customer has not suffered any damage or only suffered a minor damage as a result of the delay. The duty of replacement is limited to the predictable damage typical for the contract.
4. If the customer is in default of acceptance or breaches any other obligation to co-operate, we have the right to claim the damage incurred to us including potential additional expenditure. In this case the risk of accidental perishing or accidental deterioration of the goods will be passed on to the customer at the exact moment the customer is in default of acceptance.
§5 Transfer of perils
1. Upon handover or the goods, or in case of sale by delivery to a place other than the place of performance upon dispatch of the goods to the forwarding agent, carrier or to the person or institute responsible for the execution of the shipping, the risk of accidental perishing or accidental deterioration of the goods will be passed on to the customer.
2. Delivery shall be deemed to have occurred in the event that the customer is in default of acceptance. If the delivery is delayed upon request of the customer or due to reasons caused by the customer, the risk is considered transferred to the customer upon notification of readiness for dispatch.
§6 Remuneration and terms of payment
1. Unless otherwise expressly agreed, prices do not include packaging, postage, transportation charges, other shipping costs, insurance and customs duty ex stock / ex works. Furthermore, the prices do not include VAT in their respective amount. Within the Federal Republic of Germany delivery is free on orders with a value of goods starting from 1500 Euro. Shipping charges incur for all orders with a value of goods below 1500 Euro. Shipping charges incur for all deliveries to foreign countries of Europe.
2. We reserve the right to change our prices accordingly if cost reduction or cost increase takes place after the conclusion of the contract, particularly because of wage agreements or increases of cost price and material price. Evidence of this must be provided upon the customer’s request.
3. The customer commits to pay the purchase price within 30 days after receipt of the goods, unless other payment terms have been agreed upon. After the deadline the customer is in default of payment. The customer must pay interest of 8% of debt in addition to the base rate during this delay of payment. We reserve the right to provide evidence of and claim an even higher damage caused by delay of payment.
4. A payment shall be deemed completed once we have access to the amount paid.
5. If the customer is in delay of payment, has a bill of exchange protested or becomes insolvent, receivables due at a later date will become due at once.
6. A decline in creditworthiness of the customer that becomes known later as well as a default in payment from other deliveries gives us the right to demand payment before delivery or a security deposit.
§7 Right of set-off and right of retention
1. The customer has a right to set-off only if the customer’s counterclaims have been established as final and absolute or have been acknowledged by us.
2. The customer has a right of retention only if the customer’s counterclaim is bases on the same contractual relationship.
§8 Reservation of proprietary rights
1. We reserve the proprietary rights of the goods until the complete payment of outstanding receivables from an ongoing business relationship.
2. The customer is obligated to treat the goods with care. In case maintenance and inspection works are required, the customer must conduct them at the customer’s own expense.
3. The customer is obligated to notify us immediately about third parties’ access to the goods, for example in case of seizure as well as any possible damage or destriction of the goods. The customer must notify us immediately after change in ownership of the goods and the customers’s own change of residence.
4. We are authorised to withdraw from the contract and demand the goods in case of an acts contrary to the contract conducted by the customer, particularly default in payment or breach of a duty according to number 3. and 4. of these terms.
5. The customer is authorised to resell the goods in the regular course of business. The customer now already relinquishes to us all outstanding accounts from the total amount of the bill that accrue to the customer by the resale to a third party. We accept the relinquishment. After the relinquishment the trader is authorised to collect the receivables. We reserve the right to collect the receivables ourselves as soon as the trader does not properly comply with the trader’s payment obligation and gets into default in payment.
6. The treatment and processing of the goods by the customer always takes place in the name and on behalf of us. If processing is carried out with objects which are not owned by us, we acquire the co-ownership of the new item in relation to the value of the goods delivered by us to the other processed items. The same applies if the goods are mixed with other objects which are not our property.
7. The customer also assigns to us claims for the protection of our claims against him, which arise through the combination of the purchase object with a property against a third party.
§9 Liability for defects
1. Initially, we warrant defects of the goods by our choice in terms of rectification or replacement. Possible assembly and disassembly costs as well as travel costs will be at the expense of the customer.
2. If the supplementary performance fails, the customer can generally request a reduction of remuneration (abatement) or recission of the contract (withdrawal) at the customer’s own choice. However, the customer does not have a right to withdrawal in case of minor infringement of the contract, particularly minor defects.
3. The customer must notify us in writing about obvious defects of the goods within a period of two weeks beginning with the receipt of the goods; otherwise the enforcement of the warranty claim is excluded. Sending the written notification in a timely manner will ensure the deadline. The full burden of proof lies with the customer for any eligibility criteria, particularly for the defect itself, for the time of identification of the defect as well as the timeliness of the notice of defects.
4. If the customer chooses the withdrawal from the contract due to a defect of title or defect as to quality due to a failed supplementary performance, the customer is not entitled to compensation for the defect. If the customer chooses compensation after failed supplementary performance, the goods remain with the customer, if this is reasonable. The compensation shall be limited to the difference between the purchase price and the value of the defective item. Any further claims of the customer are excluded. Therefore, we do not provide a replacement for damages that are not caused by the delivery item itself. We are also not liable for loss of profit or other assets of the customer. This does not apply if we have caused the breach of the contract fraudulently.
5. Warranty period according to the manufacturer 's specification. Any warranty is excluded when selling used items. This also applies if the customer has not notified us of the defect in time (point 3 of this provision). The aforesaid warranty periods also apply when the delivery item is installed in a building construction.
6. Generally, only the product description of the manufacturer about the condition of the goods is valid. Moreover, public statements, advertisements or advertising by the manufacturer do not constitute a contractual specification of the quality of the goods.
7. If the customer receives faulty assembly instructions, we are only obligated to supply fault-free assembly instructions and this also only if the defect of the assembly instructions prevents proper assembly.
8. The customer is not given any guarantees in the case by us. Manufacturer‘s guarantees remain unaffected.
9. If our operating instructions or maintenance instructions are not followed, changes are made to the purchased items, parts are replaced or consumables are used that do not correspond to the original specifications, no warranty is given.
§10 Return of goods
1. The right to return the ordered goods by the customer for credit or exchange is our discretion. In any case, this applies only to new, original packaging in a resaleable condition. We are entitled to charge up to 40% of the value for new storage, eventual repackaging and verification of the returned goods, depending on the condition of the goods.
2. Orders for goods which we make at the subcontractor specially order-related or orders in quantities which go beyond individual item numbers are generally excluded from the return to credit and the exchange.
§11 Liability limitation
1. In the case of slightly negligent breaches of duty, our liability is limited to the foreseeable, contract-typical, direct average damage that is foreseeable by the nature of the goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents. We shall not be liable for slightly negligent breach of non-essential contractual obligations.
2. The above limitations on liability do not affect the customer's claims arising from product liability. Furthermore, the liability limitations do not apply to our body and health damage or to the loss of the customer's life.
3. Claims for damages on the part of the customer due to a defect expire after one year from delivery of the goods. This does not apply if gross negligence is can be blamed on us, as well as in the case of physical and health damage attributable to us or in the event of loss of the customer's life.
§12 Changes and amendments
Changes and amendments of the delivery terms shall require written confirmation to be legally binding.
§13 Final provisions
1. The law of the Federal Republic of Germany is applicable.
2. Our place of business is the exclusive jurisdiction for all disputes regarding this contract. The same applies if the customer does not have a place of general jurisdiction in Germany or the place of residence or permanent dwelling of the customer is not established at the time of the filing of the complaint.
3. The validity of the other regulations will not be touched if single regulations of this contract with the customer including these terms and conditions are invalid or if single regulations of this contract with the customer including these terms and conditions become invalid. The regulation that has be come fully or partially invalid shall be substituted by a regulation whose economic success is most similar to the fully or partially invalid regulation.