Terms and Conditions
These Terms and Conditions solely apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).
These conditions are the basis for all quotations and agreements. They are accepted by placing the order or accepting the delivery. Deviating terms and conditions that we do not expressly acknowledge in writing are not binding, even if we do not expressly object them.
Our quotations are subject to change.
The contract comes into effect only by written confirmation of the order or by execution of the order. Subsidiary agreements, amendments and additions are only legally effective if they have been confirmed by us in writing.
IV. Delivery, place of performance
1. Ordered goods are sold by sample. The buyer is aware that deviations in color and/or grain are common for surfaces. Such deviations do not constitute deviations from the contractually agreed quality.
2. The place of performance for all services is Kiel/Germany.
V. Price and payment, delay in payment, set-off
1. Our prices are in Euro and do not include freight, customs, packaging and insurance, unless otherwise agreed in writing. The respective statutory value added tax (VAT) will be charged additionally.
2. Prices are subject to change and are based on the current cost situation. If changes in cost factors occur, e.g. due to price increases for raw materials or wage increases, we reserve the right to adjust our prices accordingly. This does not apply to orders already confirmed.
3. Payment of the purchase price has to be made exclusively to the account specified in the pro forma invoice or invoice.
4. The subtraction of a discount is only permissible with a special written agreement.
5. Unless otherwise agreed, the purchase price is to be paid in full and in advance before the start of production.
6. The Purchaser is in default without reminder, in addition to other cases determined by law, if he does not pay within 30 days after the due date and receipt of the invoice or payment schedule. If it is uncertain whether and when the buyer has received the invoice/statement of payment, the receipt of the purchased item shall take its place.
7. In the event of delayed payment, the purchase price shall bear interest at 9% above the prime rate. Assertion of further damage caused by default remains unaffected.
8. If we become aware of a significant deterioration in the financial circumstances of the customer, all claims not yet due, regardless of their nature, become immediately due and payable. We are then entitled to demand security for acceptances not yet due.
9. The assertion of a set-off, a right of retention or a right to refuse performance is excluded. However, this does not apply to rights of retention and offsetting insofar as they are asserted on the basis of undisputed or legally established counterclaims.
VI. Passing of risk
The risk of accidental loss and accidental deterioration of the sold goods passes to the customer as soon as the seller has handed over the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. This also applies if the seller bears the costs of transport. Transport insurance is only provided upon special request and for the account of the customer.
1. The customer has to inspect the object of performance immediately after receipt and to notify us of any obvious defects within 3 days. Hidden defects must be reported to us in writing within 10 days of discovery. Without written notification of defects, the goods are deemed to be approved with the consequence that claims for defects expire.
2. In the event of unjustified notices of defects, the Customer has to reimburse the costs incurred by the examination of the alleged defect.
3. We are only liable for defects of the goods, if we are notified of the defects in time, in such a way that we repair free of charge or, at our discretion, replace those parts that prove to be unusable or significantly impaired in their usability within one year from the date of delivery due to a circumstance prior to the transfer of risk, in particular due to defective design, poor materials or defective workmanship. Replaced parts become our property.
4. Otherwise, the purchaser may only withdraw from the contract or demand a reduction in price if rectification is impossible, several attempts at rectification have failed, or rectification or replacement have not taken place. Claims for damages, in particular for compensation for damage that has not occurred to the delivery item itself and compensation for futile expenses in accordance with § 284 are excluded.
5. Claims for defects become time-barred 12 months after delivery of the goods supplied by us to the customer. The statutory limitation period applies to claims for damages in the case of intent and gross negligence as well as in the case of injury to life, body and health, which are based on an intentional or negligent breach of duty by the user. Insofar as the law mandatorily prescribes longer periods in accordance with § 438 Para. 1 No. 2 BGB (buildings and items for buildings), § 445 b BGB (right of recourse) and § 634a Para. 1 BGB (construction defects), these periods apply.
VIII. Delivery and shipping
1. Provisional delivery dates can only be estimated in advance based on the current order situation.
2. The delivery date is determined by the date of receipt of payment, subject to full clarification of all details of the order and receipt of all documents required for the execution of the order, such as files required with graphics for further processing.
3. Delivery is made to the curbside. The customer must ensure that his own assistants are available for unloading. If it is not possible for you to unload or accept the goods, you must provide a replacement.
4. If the customer does not fulfil his acceptance obligations, we are entitled, without prejudice to other rights, to redeliver the delivery item against payment after prior notification of the customer.
5. Cases of force majeure entitle us to postpone the delivery date by the duration of the hindrance and a reasonable start-up time. Force majeure also includes strikes, lock-outs, war, bad weather or unforeseeable circumstances such as operational disruptions, but also the lack of means of transport and shortages of raw materials and energy for which we are not responsible, which make it impossible for us to deliver on time despite reasonable efforts. This also applies if the aforementioned hindrances occur during a delay or at a sub-supplier. We will notify the Purchaser without delay if a case of force majeure as described above occurs.
IX. Claims for damages
In the event of an obligation to pay damages, we are only liable
In the event of an obligation to pay damages, we are only liable for the following
a. in the full amount of damages in the event of gross negligence on the part of executive employees,
b. on the merits in the event of culpable breach of material contractual obligations,
c. in addition, on the merits also for gross negligence of simple vicarious agents, d. in the amount of b. and c. to compensation for the typical foreseeable damage.
X. Retention of title
1. The goods remain our property until all our claims against the customer arising from the delivery and other legal grounds have been satisfied. Upon request, we are obligated to release security of the customer's choice insofar as the value realizable in the retention of title exceeds the total amount of our claims not only temporarily by more than 20%.
2. The customer is only permitted to dispose of goods delivered under retention of title in the course of regular business transactions, as well as to process, mix, combine with other items or install the goods in real property. Delivered goods may not be pledged or assigned as security, not even after processing, mixing or combining. If the customer resells the goods on credit, he is obliged to retain ownership and to treat them as our property in relation to us.
3. If goods are resold by legal transaction before all our total claims have been settled, e.g. if they are also built into real estate, the customer hereby assigns the resulting claims to us. He remains authorized to collect the claims thus assigned to us in his own name as long as he fulfills his contractual obligations towards us. Otherwise, he is obliged to name his debtors and is authorized to collect the assigned claim. He undertakes to transfer collected or paid amounts to us in the amount of our claim.
4. We are entitled to repossess our property or co-property without giving reasons if the customer does not pay when due.
XI. Jurisdiction and applicable law
1. The exclusive place of jurisdiction is Kiel.
2. German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods.