General terms and conditions
I. General information
1. these general terms and conditions apply exclusively to corporate customers within the meaning of § 14 BGB (German Civil Code), who act in the exercise of their commercial or self-employed professional activity when concluding the order.
Our deliveries are based exclusively on these terms and conditions, which also apply to all future legal transactions between the customer and us. Conflicting or deviating conditions, in particular purchasing conditions, require our express confirmation in order to be valid.
Prices are quoted net ex works plus freight, packaging and insurance. Offers shall only be valid subject to final conclusion of contract by our written order confirmation.
III. dispatch and delivery
1. the dispatch takes place expressly on calculation and danger of the orderer without adhesion for break, theft and the like. This also applies to the acceptance of carriage paid deliveries, in particular the risk of breakage is not included. Transport insurance shall only be taken out at the express request of the customer and against payment of the costs. Upon request, transport insurance can be taken out at the expense of the customer at a charge of 2.5% of the invoice amount plus freight. If damage to the consignment is discovered upon arrival, the consignee must have this confirmed immediately on the consignment note. In the case of shipment by truck, a report must be drawn up in which the extent of the damage is precisely recorded. This report must be signed by the driver. The conditions of our insurance company are decisive for any compensation.
2. stated delivery periods are subject to correct, punctual and complete self-delivery (insofar as this has been ordered in good time from a reliable supplier), unless a binding date has been expressly agreed. Partial deliveries are permissible to a reasonable extent, they are valid as independent deliveries.
3 In cases of force majeure (e.g. industrial disputes, sovereign measures, traffic disruptions, border closures, etc. events beyond our control), delivery periods shall be extended by the duration of the hindrance.
IV. Default of acceptance
If the customer refuses to accept the ordered goods after a reasonable period of grace has expired or if he expressly declares in advance that he will not accept them, we may withdraw from the contract and / or claim damages.
The claim for damages shall amount to 15 % of the net order value. The customer shall be entitled to prove that no damage at all or only minor damage has been caused. The assertion of higher damages is not excluded by the above provision.
V. Payment and default of payment
1 Unless otherwise agreed, all invoices are due for immediate payment. Payment must be received within 10 days of the invoice date. If bills of exchange or cheques are accepted, which we are not obliged to do, this shall only take place on account of performance.
Costs and expenses associated with the encashment or non-recashment of such documents shall in principle be borne by the purchaser.
In the event of default in payment, all outstanding claims shall be due for immediate payment to the extent that we have provided the services owed. This shall also apply in the event of cessation of payments or filing of an application for the opening of insolvency proceedings.
3. we grant a discount of 2 % for payment within 8 days of the invoice date.
4. the assertion of a right of retention and / or the declaration of set-off are only permissible with undisputed or legally established counterclaims; this does not apply to claims due to material defects and claims which are reciprocal.
5. we shall not be obliged to make any further deliveries before payment of due invoice amounts. If the buyer is in arrears with a due payment, we may demand payment before delivery of the goods for all outstanding deliveries from all contracts.
1. the buyer has to examine the commodity immediately after the delivery, as far as this is feasible after proper course of business, and, if a lack shows up, the salesman immediately to make report (§ 377 exp. 1 HGB). If the customer fails to notify the seller, the goods shall be deemed to have been accepted unless the defect was not identifiable during the inspection (§ 377 para. 2 HGB).
If such a defect becomes apparent later, the notification must be made immediately after discovery; otherwise the goods shall be deemed to have been approved in accordance with this defect (§ 377 para. 3 HGB). The decisive point in time for the immediate inspection is the delivery, i.e. the handover. The inspection must therefore take place before any further transport of the goods.
2 In the event of a defect in the goods, subsequent performance shall be effected at our discretion by remedying the defect or delivering a replacement. In accordance with Clause VII lit. g), our liability shall lapse if the customer or a third party carries out reworking and modifications to the goods without our prior consent. Changes to the goods therefore require our express consent. In the event that the reworking fails, fails or is delayed for reasons for which we are responsible, the customer shall be entitled to withdraw from the contract or to reduce the purchase price.
The limitation period for material defects shall be one year for newly manufactured goods and five years for goods which have been used for a building in accordance with their normal use and which have caused the building to be defective. The limitation period in case of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is 5 years, calculated from delivery of the defective goods.
4. the sale of used goods shall take place to the exclusion of any liability for material defects.
If claims are to be asserted against us within the scope of supplier recourse, the customer shall be obliged to forward to us without culpable delay a request for subsequent performance received by him, in order to give us the possibility of settlement. Claims for damages shall be governed by the provisions of Section VII. In all other respects, the statutory provisions shall apply. The expenses necessary for the purpose of subsequent performance shall be borne by the customer insofar as they increase as a result of the delivery being made to a location other than the branch office.
of the purchaser, unless the shipment corresponds to its intended use.
The application of § 478 BGB remains unaffected. Irrespective of any further claims, in the event of an unjustified notice of defect, the customer shall reimburse us for the costs of examining and - if required - remedying the defect.
In all cases of contractual and non-contractual liability, we shall pay damages exclusively subject to the following limits:
a) The liability is limited to €5000,00 per case of damage, in total to a maximum of €5000,00 from this contract, for financial losses to a maximum of 10% of the total price of the contract. The liability for financial losses is limited to a maximum of € 5000.00 for this contract. The limit shall not apply if deviating maximum liability limits have been agreed.
b) In addition, we shall be liable to the extent that we are insured against the damages incurred within the scope of the insurance coverage and subject to the condition precedent of the insurance payment.
c) We shall not provide compensation for indirect damage or consequential damage.
d) We shall not be liable for loss of profit.
e) Claims due to negligent failure to clarify the negative properties of the goods are excluded, insofar as no material defect is thereby justified, unless we have additionally given express advice to the customer.
f) We shall be liable for the loss of data only for the typical cost of restoration which would have been incurred if backup copies had been made regularly and in accordance with the risks involved.
g) If the customer or a third party carries out reworking or alterations to goods without our prior consent, our liability shall lapse.
The limitations of liability pursuant to paragraph 1 shall not apply to liability in the case of fraudulent concealment of a defect, in the case of intent, gross negligence and in the case of injury to life, body or health and in the case of liability pursuant to the Product Liability Act, and also in the case of the absence of a quality of the goods for which we have assumed a guarantee. Furthermore, the limits of liability pursuant to para. 1 shall not apply to liability due to the violation of essential obligations, the observance of which is essential for the performance of the contract and the performance of which the contractual partner can rely on.
3. natural stone slabs can never be delivered completely uniformly in colour, thickness and processing. Deviations in this respect must be permitted, even if the delivery has to be made according to submitted average samples. With regard to the thickness, a tolerance of at least +/- 10 % is to be granted in addition to the prescribed margin. Notifications of weight and freight details are non-binding for us.
VIII Retention of title
We retain title to the goods until the purchase price and any interest and costs have been paid in full. The retention of title shall remain in effect for payments with bills of exchange or cheques until they have been cashed in full.
The customer shall be entitled to process, mix, mix and sell the object of sale in the ordinary course of business. The customer shall process goods subject to retention of title on our behalf without any obligations arising for us as a result.
In the event of processing, mixing or blending of goods subject to retention of title with other goods not belonging to us, we shall be entitled to a co-ownership share in the new item in the ratio of the invoice value of the goods delivered by us to that of the other goods in accordance with §§ 947, 948 BGB.
If the goods subject to retention of title are resold by the customer, he hereby assigns to us his claim from this purchase contract. In the event of processing, mixing or blending and subsequent sale, the assignment shall be made in the ratio of the invoice value of our goods to the other goods contained in the newly manufactured item. We accept this assignment. At our request, the customer is obliged to notify the third party of the assignment and to provide us with proof of this. If the assigned
If we claim more than 20% of our purchase price claim, we undertake to release the excess amount of his claim to the customer upon request.
The customer is entitled to collect the assigned claim for us as long as he meets his payment obligations towards us in accordance with the contract. This authorization may be revoked at any time.
The customer is obliged, upon request, to provide us with all information and documents required to assert the assigned rights, in particular to name the debtors of the assigned claims and to notify them of the assignment. Irrespective of this, we shall be entitled to notify our customer's customers of the assignment.
6. if the goods are seized by a third party or if there is any other intervention which endangers our rights, the customer must inform us immediately. If the fulfilment, collection or security of our claim is jeopardised by breach of the aforementioned obligations or otherwise, for example by a petition for settlement concerning the customer, we shall be entitled to take back the goods and to store them at the risk and expense of the customer until the complete fulfilment of our claims, even without withdrawing from the contract.
IX. Place of performance, place of jurisdiction and applicable law
The place of performance for all obligations arising from the contract is our registered office, i.e. Loitsche, unless otherwise agreed in writing.
The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship as well as for dunning proceedings shall be Loitsche.
3 German law shall apply exclusively to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
X. Data processing
With his order, the buyer gives his consent to the storage of his in connection with the business relationship incidental
personal data in our EDP as well as for the use of these data for the purpose of initiation, conclusion and completion of purchase contracts.