Our General Terms and Conditions of Business
In so far as no other conditions are stipulated within these terms and conditions, the current versions of the following documents serve as the legal framework for the provision of our goods and services:
- The German Construction Contract Procedures Parts B and C.
- The relevant DIN-regulations. (German Industrial Standards)
- The German Commercial Code for parties engaged in commercial activities.
- The German Civil Code for parties not normally involved in commercial trading activities.
§ 1 Conditions governing contracts and quotations
Our general terms and conditions together with our written order confirmation are binding for all contracts. All written agreements contained within the order confirmations which deviate from our standard terms and conditions shall take precedence. These general terms and conditions also apply to subsequent orders. Any contractual terms requested by the contracting party which deviate from our standard terms and conditions require our express written approval. This approval is granted on an individual case by case basis. All verbal arrangements require our written confirmation in order to be valid.
Offers and quotations are available upon request. In the case that sketches or designs are not available, our offer will be based upon our previous experience and guidelines. The requirement for any quantities, as stated within our quotation, should be verified on site by the contracting party before confirming the order. All offers/quotations are binding for a period of three months from the date of the offer/quotation. Special agreements are specified in the offer.
§ 2 Material characteristics
The material-specific characteristics of the goods supplied may vary from those of our samples. These variations do not represent grounds for reclamation of the goods, in so far as the functionality of the materials supplied is provided.
We reserve the right to restrict the reparation to the contracting party, in connection with defects in the materials supplied, to our choice of a price reduction, a replacement delivery or the re-working of the materials originally supplied.
More extensive claims, such as those arising from a delay, breach of contract or other grounds, are waived. All obvious and/or recognizable defects or short or incorrect deliveries must be notified immediately in writing before processing or installation. All remaining requirements relating to commercial parties, as per §§ 377, 378 of the German Commercial Code, remain unaffected.
§ 3 Delivery periods
Delivery periods begin with the date of dispatch of the order confirmation, not however before the client has furnished us with any documents, authorizations, approvals or pre-payments which are required by us. If the client provides the materials, the delivery period does not begin until the materials have been delivered. The delivery periods agreed upon will be observed to the furthest extent possible. In the case of unforeseen difficulties, such as force majeure, operational disturbances involving our own suppliers, strikes, lockouts, transport difficulties or due to material defects, the agreed delivery periods will automatically be extended by an appropriate and reasonable duration.
Partial delivery is permitted. Delivery periods may likewise be extended if insufficient payments have been received for goods previously delivered. No liability can be accepted for claims for damages resulting as a consequence of such delays.
§ 4 Return of goods
Returned goods will only be accepted if this option has been agreed prior to delivery; the goods are in a factory-new condition, and if so delivered, still in their original packaging. The client returning the goods is responsible for paying any transport costs incurred.
Specially produced materials, such as dyed fine renders/plasters, paints and primers or old stock which is more than half a year old, cannot be accepted and will not be refunded. The arrangements for the return shipment are subject to the agreement of the parties concerned. We reserve the right to a commodity value reduction of 10-50% depending upon the condition of the returned commodity.
§ 5 Retention of title
The goods we deliver remain our property until all of the payment obligations from the mutual business relationship have been fulfilled. The buyer may only sell, process, and install the goods within the context of the normal course of business. The buyer may not pawn them or convey them for security purposes and must immediately notify us of any seizures or third-party interventions. The buyer is to store our reserved goods separately and sufficiently identify them as our property. In the event of assembly, processing or installation, we are the owner of the new article or total commodity and/or co-owner in proportion to the invoice amount for the reserved goods, to the sum of the invoice amount for all third-party goods involved. It is agreed that the buyer will safeguard the wares, at no cost to us, in exchange for the handover of the goods. The buyer hereby assigns to us all claims that it has secured against third parties from the sale of our reserved goods, no matter how this took place. If we are entitled to co-ownership of the commodity sold, then only the part of the claim that corresponds to the portion of the invoice amount is assigned to us. The buyer still remains entitled to collect on this claim for us in trust. The buyer’s right to access the reserved goods and to collect the assigned claims expires if there is a failure to comply with the terms of payment, due to a bill of payment or cheque protest or because of suspension of payment. In these scenarios, we are entitled to take possession of the reserved goods. The buyer is to bear the resulting costs. The contract is only cancelled in the event of acceptance of returned goods and only when this is stated expressly. We are then entitled to collect on the claims assigned to us and to report that the transfer has taken place. The buyer has to communicate the name and address of the customer concerned as well as the amount of the claim and must make available to us all documents needed to enforce it. When the securities for our claims exceed 20%, the buyer can require that we release further securities.
§ 6 Transport and liability
The transport of the shipment takes place at the supplier’s own risk and expense. The transfer of liability takes place when the shipment leaves our company headquarters. When the delivery is made directly to the building site, it is assumed that passable delivery routes are available for lorry transport class 2. The unloading of the lorry/carrier at the building sites may be agreed upon at an extra cost.
Costs which arise because of transport routes that lorries/carriers cannot take or because of storage areas located too far from the building site will be borne retrospectively by the buyer.
§ 7 Prices and payments
All prices quoted are ex works - including packaging and excluding shipment - plus value added tax in accordance with the relevant regulations of the supply and service country. Changes to the fundamentals of the offer will lead to price adjustments. All quotations are based upon the unit price, which is binding, even if a total price is mentioned in the offer. All prices are based on the production costs at the time the offer is made. In the event that there is an increase in costs due for example to material price changes, the right to a price adjustment remains reserved. The payment period commences with the date of invoice.
We reserve the right to demand advance payment(s) and /or make changes to the payment conditions.
In the event of a delay in payment, penalty interest will be levied on the outstanding amount at a rate of 3% above the relevant bank rate of the German Federal Bank. Any authorized direct debit payment transfers, which can not be honoured by the buyer, will be subject to penalty charges.
Authorizations granted by the buyer to the seller for the regular collection of invoice amounts are effective until revoked by the buyer, in accordance to an agreed and fair period of notice. The off-setting of payments against counter-claims is only admissible if the claim against which this offset is to be made is undisputed or legally effective.
§ 8 Objections
Objections and complaints relating to the correctness or characteristics of the materials supplied must be notified upon delivery and/or collection and before the commencement of assembly. All notifications of defects must be stated in writing. We reserve the right to restrict the reparation to the contracting party for defects in the materials supplied, to our choice of either a replacement delivery or the re-working of the materials originally supplied. If it is not possible to inspect a defect or if this would require a disproportionately high effort, we are at liberty to refuse to do so.
In the event that the reworking fails to achieve the desired result, the buyer can demand a price reduction. In all other cases, the options of a price reduction, the replacement of goods supplied, their substitution by other goods or the conversion of the sum, relating to the goods already supplied, into a credit note or other form of financial liability of the seller in respect of the buyer, are excluded.
Claims for damages can only be asserted against us if the alleged damage(s) has/have been caused intentionally or through gross negligence. If a shipment arrives in a damaged state, then the recipient is obliged to have this confirmed by the carrier or parcel service prior to acceptance.
§ 9 Copyright and software use
Independent of any legal copyright protection, our documents are not to be copied either digitally or in print form nor be made accessible to third parties for reproduction. In addition, imitations that only deviate slightly in form and measurements are not permitted. If software is included in the scope of the delivery, the buyer is granted a non-exclusive right to use the software supplied, including its documentation. It is supplied for use with the delivery article for which it is intended. The software may only be used on one system. The buyer may only copy, edit or translate the software or change the software object code in the source code to the extent that is legally permissible (§§ 69 a ff German Copyright Act).
The buyer commits themselves to refrain from removing or changing manufacturer data, in particular copyright notices, without the prior express agreement of the supplier. If the order is carried out in accordance with the buyer’s designations, the buyer agrees to exempt us from any claims arising due to possible copyright infringements.
§ 10 Choice of law; Location of fulfillment; Court of jurisdiction
All contracts and agreements are subject to the law of the Federal Republic of Germany. The German language version of the contract provisions is binding. In the event of any dispute or diversity of interpretation, the German language version shall prevail. The standard purchase laws do not apply. The location of fulfilment of the contract is D-09114 Chemnitz, Germany. The court of jurisdiction shall be agreed as the relevant responsible court in Chemnitz, Germany.
§ 11 Partial invalidity
The invalidity of one of the previously stated terms or conditions does not imply or cause the remaining provisions of the agreement to be invalid and the remainder of the contract remains valid. The previously stated terms or conditions also apply to sales contracts and other contracts agreed with parties who are not normally involved in commercial trading activities.
This provision is subject to the following condition: if the previously stated terms or conditions are in conflict with the mandatory legal regulations of the General Terms and Conditions Act, these legal regulations shall take precedence.