Terms and Conditions for B2B Clients

 

General Terms and Conditions of Sale and Delivery for Commercial Customers of Justin's Design Gmbh, Lenzhalde 82, 70192 Stuttgart:

 

1. VALIDITY

 

1) These General Terms and Conditions (GTC) apply to business transactions between the contracting parties for all contracts, deliveries and other services, including consulting services. Deviating agreements are only effective if they have been confirmed by us in writing. By concluding the contract, our contractual partner ("buyer", "client", "customer") acknowledges the effective inclusion of these conditions in the contractual relationship and their validity and waives the application of any own terms and conditions. Terms and conditions of the contractual partner as well as counter-confirmations with deviating conditions are hereby contradicted. These terms and conditions also apply to subsequent future business relationships and contracts between the parties, in the version valid at the time of the customer's order or in any case in the version last communicated to him in text form, also to similar future contracts, without us having to refer to them again in each individual case.

2) The GTC also apply in particular to contracts for the sale and/or delivery of movable goods, fixtures, interior fittings, decorative equipment objects, accessories, etc. ("goods") regardless of whether we manufacture the goods ourselves or purchase them from suppliers.

3) Individual agreements made with the buyer in individual cases (including ancillary agreements, additions and changes) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

 

2. OFFER AND CONCLUSION

1) Our offers are always subject to change and non-binding, this also applies if we have provided the customer with catalogues, technical documentation (e.B drawings, plans, calculations, calculations, references to DIN EU standards), other product descriptions or documents – also in electronic form – to which we reserve property rights and copyrights.

Orders shall be deemed to have been accepted if they are either confirmed by us in writing or executed immediately after receipt of the order. In this form, the delivery note or invoice shall be deemed to be an order confirmation. Insofar as we deliver on the basis of manufacturer price lists, our prices – unless expressly agreed otherwise – always refer to the current manufacturer price list. Promises of special prices refer only to the respective order and have no precedent effect on subsequent contracts.

 

2) Insofar as our sales employees make verbal ancillary agreements or give assurances that go beyond the written contract, these always require written confirmation. Obvious errors, spelling, printing and calculation errors are not binding for us. Unless otherwise agreed, the documents belonging to the offer, such as illustrations, drawings, calculations, weights and dimensions, are only approximate. Such information, in particular also about the services and usability of the delivered products as well as DIN or EU standards, shall only be regarded as a guarantee of properties within the meaning of § 459 (2) BGB (German Civil Code) if we expressly declare this in writing.

 

3) The – also technical – advice is given to the best of our knowledge and belief and is based on the information provided to us or the specific requirements of our customer or manufacturer communicated; however, liability can only be derived from this if this advice is expressly part of our contractual agreement.

 

4) If we provide the buyer with samples, they shall be deemed to be test samples and not as samples within the meaning of § 494 BGB (German Civil Code). All samples remain our property and must be returned to us after 4 weeks after handover at the latest. Costs incurred for transport shall be borne by the customer/sample recipient.

 

3. DELIVERY PERIODS AND DELAY

1) Unless there is a written commitment from the management, expressly designated as binding, production and delivery periods begin at the earliest from the day of the order clarity to be confirmed by us (clarification of all technical and other details of the order as well as the provision of any necessary documents). This applies in particular if information, material samples, drawing documents or other acts of cooperation of the client are required for this purpose. It is extended by the period in which the client is in default with his contractual obligations – within an ongoing business relationship also from other contracts

A specified delivery date indicates the shipping date ex works or ex warehouse or the execution of the work by us at the purchaser.

 

2) The expiry of certain delivery periods and dates does not release the buyer who wishes to withdraw from the contract or claim damages from the setting of a reasonable grace period for the provision of the service in each individual case and the declaration that he will refuse the service after expiry of the period. This does not apply if we have expressly designated a deadline or a date for performance as binding.

Partial deliveries are permissible to a reasonable extent.

Correct and timely self-delivery is reserved in any case.

 

3) a) The delivery period shall be extended appropriately – even within a delay – in the event of force majeure and all unforeseen obstacles that have occurred after conclusion of the contract for which we are not responsible (in particular also operational disruptions, strikes, lockouts or disruptions of traffic routes), insofar as such obstacles demonstrably have a significant influence on our performance or delivery. This also applies if these circumstances occur at our suppliers and their sub-suppliers. We will inform the buyer of the beginning and end of such obstacles as soon as possible. The buyer may demand a declaration from us as to whether we wish to withdraw from the company or deliver within a reasonable period of time. If we do not declare ourselves immediately, the buyer may withdraw.

b) In the event of force majeure or other extraordinary events beyond our control (e.B war, war-like conditions, riots, closure of normal transport routes or other delays in transport, lack of raw material supply, operational disruptions, strikes) that not only delay delivery, but make it impossible or significantly more difficult, we may restrict or suspend delivery for the duration of the hindrance without granting compensation,  postpone or withdraw from the contract. If events of the aforementioned nature lead to a significant increase in production costs, we may increase the price accordingly or, if the customer rejects the price increase, withdraw from the contract.

 

4) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (unavailability of the service), we will inform the customer immediately and at the same time inform the customer of the expected new delivery period. If the service is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately reimburse any consideration already provided by the customer. In particular, the non-availability of the service in this sense shall be deemed to be the non-timely self-supply by our supplier if we have concluded a congruent hedry transaction, neither we nor our supplier are at fault or if we are not obliged to procure in individual cases.

 

5) We shall in no case be liable for delayed or omitted deliveries (impossibility) due to the fault of our suppliers. However, we undertake to assign any claims for compensation to which we are entitled against the up-supplier to the buyer.

The right of the buyer to withdraw from the contract after the fruitless expiry of a reasonable grace period set for us remains unaffected.

 

4. SHIPPING, TRANSFER OF RISK, PACKAGING

1) Unless otherwise agreed, deliveries shall be made to the customer from the place of manufacture or from the warehouse, where the place of performance for the delivery and any subsequent performance is. Unless otherwise agreed, delivery shall be made at the risk of the customer.

 

2) At the request of the customer, the goods will also be shipped to another destination to be specified by the customer (sale by shipment). In the case of a shipment purchase, the buyer shall bear the transport costs ex warehouse as well as the costs of any transport insurance requested by the buyer. Any customs duties, fees, taxes and other public charges shall be borne by the buyer and the risk shall pass to the buyer upon notification of readiness for dispatch.

 

3) Shipping route and means as well as the packaging, which are carried out according to transport and safety as well as environmental policy aspects, are left to our choice. The stated prices are added to the transport and packaging costs as well as the statutory value added tax. We have taken out transport insurance in the interest of our customers. Unless the customer expressly waives this insurance cover, he will be charged the proportionate costs for this.

All packaging materials belonging to the delivery must be disposed of by the customer on his own account.

 

4) Should a delivery be made by means of transport of the customer or on his instruction by third parties, the shipment travels uninsured at the expense and risk of the customer.

 

5) The risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the buyer upon handover of the goods to a freight forwarder or carrier, but at the latest upon leaving the delivery warehouse, even if the delivery is made by his own truck, but at the latest upon handover to the buyer.

 

6) Insofar as a formal technical acceptance has been agreed, this is decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply accordingly to an agreed acceptance. The handover or acceptance is the same if the buyer is in default of acceptance.

 

7) If the customer is in default of acceptance, if he fails to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, the goods shall be stored at the expense and risk of the buyer and we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.B. storage costs). For this purpose, we charge compensation in the sense of 5% of the value of the goods per calendar day starting with the delivery period or – in the absence of a delivery period – with the notification of the readiness for dispatch of the goods. In this case, the notification of readiness for dispatch is equivalent to dispatch. Upon storage, the goods invoice becomes due immediately.

The proof of higher damages and our statutory claims (in particular compensation for additional expenses, appropriate compensation, termination) remain unaffected; however, the lump sum is to be offset against further monetary claims. The buyer is permitted to prove that we have incurred no damage at all or only a significantly lower damage than the above lump sum.

 

8) If the shipment is delayed at the request or through the fault of the buyer, the goods shall be stored at the expense and risk of the buyer. In this case, the notification of readiness for dispatch is equivalent to dispatch. Upon storage, the goods invoice becomes due immediately.

 

5. PRICES AND PAYMENT

1) Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex production site or warehouse, plus statutory value added tax at the applicable rate (currently 19%).

Unless otherwise expressly agreed, the prices only include the manufacture and delivery of our goods. Installation, installation, commissioning, instruction, etc. require a separate agreement and will be charged separately.

 

2) If a significant change in our costs occurs after conclusion of the contract, e.B. due to a price change by our up-suppliers, we are entitled to make a reasonable adjustment to our prices for such deliveries that are to be made later than 4 months after conclusion of the contract. If, in such a case, the price increases by more than 10%, the customer is entitled to withdraw from the contract.

 

3) Unless other payment terms are expressly agreed, our term of payment from the invoice date is generally 50% due when the order is placed and a further 50% immediately after delivery or assembly.

Payments in the so-called cheque-bill of exchange procedure always require a special agreement. Credit notes for bills of exchange and cheques are made minus the expenses with value date of the day on which we have the equivalent value.

 

4) Regardless of the term of any accepted and credited bills of exchange, our claims shall become due immediately if the terms of payment are not complied with or facts become known that suggest a significant deterioration in the buyer's assets. In the latter case, we are entitled to make further deliveries dependent on advance payment or the provision of appropriate securities and, in the event of refusal, to withdraw from the contract, whereby partial deliveries that have already taken place are due immediately.

 

5) If the buyer is in default of payment or if he does not redeem a bill of exchange when due, we are entitled to take back the goods, if necessary to enter the buyer's company and take away the goods. We can also prohibit the further sale and removal of the delivered goods. The return of the delivered goods does not constitute a withdrawal from the contract.

 

6) In the cases of paragraphs 4) and 5) above, we may revoke the direct debit authorization (in the case of retention of title, paragraph 5) below) and demand advance payment for outstanding deliveries. However, the buyer can avert these as well as the legal consequences mentioned in paragraph 5) by depositing security in the amount of our payment claim.

 

7) Default interest is charged in the commercial transaction at 8% p.a. above the base interest rate of the European Central Bank, plus VAT. They are to be set higher or lower if we prove a charge with a higher interest rate or the buyer a lower charge.

 

8) Offsetting against our claims is only permitted with undisputed or legally established counterclaims. A right of retention from previous or other transactions of the current business relationship or transactions with other companies affiliated with the buyer or client cannot be asserted. Invoice deductions for the disposal of packaging material are not permissible.

 

6. RETENTION OF TITLE

1) We reserve title to the goods until full payment of the purchase price. In the case of goods that the buyer obtains from us in the course of his commercial activity, we reserve the right of ownership until all our claims arising from the business relationship, including those arising in the future – also from contracts concluded at the same time or later – have been settled. This also applies if individual or all claims have been included by us in a current account and the balance has been drawn and acknowledged. If, in connection with the payment of the purchase price by the buyer, a bill of exchange liability is established by us, the retention of title does not expire before the bill of exchange is redeemed by the buyer as the recipient.

 

2) The goods subject to retention of title may neither be pledged to third parties nor transferred as security before full payment of the secured claims. The buyer must inform us immediately of any access by third parties to the reserved goods and the assigned claims. He may only sell, process, install, etc. the goods subject to retention of title in the ordinary course of business under his normal terms and conditions and as long as he is not in default, provided that the claims from the resellment in accordance with the following paragraphs 4) to 6) below are transferred to us. He is not entitled to other dispositions of the reserved goods.

 

3) The retention of title extends to the products resulting from the processing, mixing or combination of our goods at their full value, whereby we are considered the manufacturer. If, in the event of processing, mixing or combination with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

 

4) The claims of the buyer against third parties from the reselling of the reserved goods are already assigned to us in their whole or in the amount of our possible co-ownership share. We hereby accept the assignment. They serve as security to the same extent as the reserved goods. If the reserved goods are sold by the buyer together with other goods not delivered by us, the claim from the resellment will be assigned in the ratio of the invoice value of our goods to the other goods sold.

 

5) In addition to us, the buyer is entitled to collect the claims from the resellment of the reserved goods, unless we revoke the direct debit authorization in the cases mentioned in Section 5.07. At our request, he is obliged to inform his customers immediately of the assignment to us – if we do not do this ourselves – and to provide us with the information necessary for collection and to hand over documents. The buyer is under no circumstances entitled to further assign the claims. An assignment by way of genuine factoring is only permitted to the buyer under the condition that he is notified to us by notification of the factoring bank and the accounts of the buyer maintained there and the factoring proceeds exceed the value of our secured claim. With the crediting of the factoring proceeds, our claim becomes due immediately.

 

6) We undertake not to collect the claim as long as the buyer fulfils his payment obligations to us, there is no defect in his ability to pay and we do not assert the retention of title by exercising a right pursuant to paragraph 3. However, if this is the case, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and noties the debtors (third parties) of the assignment. In addition, in this case we are entitled to revoke the buyer's authorization to further sell and process the goods subject to retention of title.

 

7) We undertake to release the securities to which we are entitled insofar as their value exceeds the claims to be secured by more than 20%, insofar as these have not yet been settled.

 

7. NOTICE OF DEFECTS AND WARRANTY

1) The basis of our liability for defects is above all the agreement made on the quality of the goods. An agreement on the quality of the goods shall be deemed to be all characteristics of the goods designated as essential, which are expressly the subject of the individual contract. General product descriptions do not constitute a warranty of properties.

 

2) Insofar as a special quality has not been agreed or a certain property has not been expressly guaranteed, we are only obliged to deliver goods of medium quality and type suitable for normal use. It is to be assessed according to the statutory regulation whether a defect exists or not (§ 434 Para. 1 S.2 and 3 BGB). However, we assume no liability for statements made by the manufacturer or other third parties (e.B. advertising statements), these also do not constitute a guarantee of properties that is binding on us.

 

3) We undertake to reproduce the specifications from our catalogues and shop illustrations as well as possible, but we must reserve the right to make customary deviations in presentation, design and colour, due to the technical possibilities in production and the different production conditions for different basic materials. Even in the case of such deviations, a contractual service is available. The same applies to the comparison between any samples and the final product.

 

4) In the case of (special) productions based on specified customer templates, any infringement of copyright or property rights of third parties shall be borne by the customer. The latter indemnes us against any claims for damages by third parties.

When using purchased deliveries, services or products of third parties, we oblige our suppliers and/or suppliers to ensure that their products used by us do not commit any infringements of property rights by third parties. However, we are not obliged to check these assurances on our part for their correctness.

Should infringements of property rights of third parties nevertheless be committed through purchased products, we shall not be liable for this. However, we are prepared to assign any compensation or other claims against the infringing supplier to our client and to support him in accordance with a separate agreement in the defense of claims of infringed property rights holders.

 

5) For print templates, originals and other objects sent by the customer, we are only liable for intent and gross negligence in the event of damage and loss. If these items are to be insured against theft, fire, water or any other danger, the customer must obtain the insurance himself. If the submitted templates etc. are not reclaimed by the customer within 4 weeks after completion of the order, we shall no longer be liable.

 

6) Sample samples, pre-series pieces, or the like will only be submitted by us after special consultation. These may not be altered, imitated in whole or in part or made accessible to third parties and remain our property in any case. This also applies to tools, templates, samples, etc. produced by us or on our behalf as well as other design templates, even if the customer has paid a share of the tool costs. However, they are available to the customer for follow-up orders over a reasonable period of time.

Deviations in the width and length specifications are permitted with the usual tolerance of up to +/- 5%.

 

7) The buyer's claims for defects generally presuppose that he has fulfilled his statutory inspection and notification obligations (§§ 377, 381 HGB).

All obvious and/or recognized defects, shortages or incorrect deliveries must be reported in writing immediately, but in any case before use or processing. Further obligations of the merchant according to §§ 337, 378 HGB remain unaffected.

 

8) If a defect becomes apparent during delivery, inspection or at any later date, we must be notified of this immediately in writing. In any case, obvious defects must be noted immediately on the delivery documents upon handover and confirmed by the deliverer. Defects that are not immediately recognizable upon delivery must be reported in writing within three working days of delivery at the latest. If the buyer fails to properly inspect and/or report defects, our liability for the defect not or not reported in time or not properly reported is excluded in accordance with the statutory provisions.

 

9) If the delivered item is defective and provided that the defect was already present at the time of transfer of risk, we can initially choose whether we provide supplementary performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). Our right to refuse supplementary performance under the statutory conditions remains unaffected. We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due.

 

10) The buyer must give us the time and opportunity necessary for the subsequent performance owed, in particular to provide the object or samples thereof and to hand it over for inspection purposes, otherwise the warranty shall lapse. In case of doubt about the justification of the notification of defects, we may first obtain an expert opinion – if necessary also from our up-supplier. In the event of a replacement delivery, the buyer must return the defective item to us in accordance with the statutory provisions. Subsequent performance does not include the removal of the defective item or the re-installation if we were not originally obliged to install it.

 

11) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as any dismantling and installation costs in accordance with the statutory provisions, if a defect actually exists. Otherwise, we may demand reimbursement from the buyer for the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognizable to the buyer.

 

12) In urgent cases, e.B. in the event of a threat to operational safety or to avert disproportionate damage, the buyer has the right to remedy the defect himself and to demand compensation from us for the objectively necessary expenses. Such self-action must be notified in writing in advance. The right of self-performance does not exist if we would be entitled to refuse a corresponding supplementary performance in accordance with the statutory provisions.

 

13) If the defect cannot be remedied within a reasonable period of time or if the repair or replacement delivery is to be regarded as failed for other reasons, the customer may, at his discretion, demand a reduction in the remuneration (reduction) or withdraw from the contract. In the event of a breach of the obligation to inspect and give notice of defects, the goods shall be deemed to have been approved in view of the defect in question.

 

14) If we allow a reasonable grace period set for us to elapse without remedying the defect or delivering a replacement, or if the repair or replacement delivery is impossible or is refused by us, the buyer has the right, at his discretion, to demand cancellation of the contract (conversion) or reduction of the purchase price (reduction).

 

15) No liability is assumed for damages that have arisen for the following reasons:

– inappropriate or improper use

– Failure to comply with the manufacturer's instructions, recommendations or user instructions

– faulty assembly, commissioning, maintenance, modification or repair not carried out by us

– unsuitable equipment

– incorrect storage or transport or other improper handling by the buyer or third parties

– natural wear and tear.

 

16) If the goods lack a warranted characteristic at the time of the transfer of risk, the buyer is entitled to a right of withdrawal. In the case of consequential damage caused by a defect, he may only demand compensation for non-performance to the extent that the assurance pursued the purpose of insuring him against the consequential damage caused by the defect.

 

8. GENERAL LIMITATION OF LIABILITY

1) Claims for damages by entrepreneurs within the meaning of § 14 BGB are excluded regardless of the type of breach of duty, including unlawful acts, unless we can be accused of intentional or grossly negligent action. In the event of a breach of essential contractual obligations, we shall be liable for any negligence, but only up to the amount of the foreseeable damage. Claims for lost profits, saved expenses, also compensation for indirect and consequential damages are excluded. However, this limitation of liability does not apply to liability for guaranteed characteristics, for claims under the Product Liability Act as well as damages from injury to life, body or health of the customer. Insofar as our liability is excluded or limited, this also applies to the actions of our employees, employees, representatives and vicarious agents and also in favor of them.

Our liability towards consumers within the meaning of § 13 BGB (German Civil Code) in the event of slightly negligent breach of duty is limited to the foreseeable, contract-typical, direct average damage.

 

2) For the rights of the buyer in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), the statutory provisions shall apply, unless otherwise specified below. In all cases, the statutory special provisions remain unaffected in the case of final delivery of unprocessed goods to a consumer, even if he has further processed them (supplier recourse according to §§ 478 BGB). Claims arising from supplier recourse are excluded if the defective goods have been further processed by the buyer or another entrepreneur, e.B. by installation in another product.

 

3) Unless otherwise stated in these GTC, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

 

4) We shall be liable for damages – regardless of the legal grounds – within the scope of fault liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable subject to a milder standard of liability in accordance with statutory provisions (e.B. for care in our own affairs).

a) for damages alike due to injury to life, limb or health,

b) for damages resulting from the not insignificant breach of an essential contractual obligation (obligation the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.

 

5) The limitations of liability resulting from paragraph 4) above shall also apply to breaches of duty by or in favour of persons whose fault we are responsible for in accordance with statutory provisions. They do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the buyer under the Product Liability Act.

 

6) Due to a breach of duty that does not consist of a defect, the buyer can only withdraw or terminate if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 651, 649 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

 

7) Our liability is based exclusively on the agreements made in the preceding sections. Claims for damages of the buyer due to fault at the conclusion of the contract, violation of contractual ancillary obligations and unauthorized liability are excluded, unless they are based on gross negligence on the part of us or one of our vicarious agents. In the event of a breach of essential contractual obligations, we shall also be liable for slight negligence; in this case, however, our liability is limited to the compensation of foreseeable and typical damages. These claims become statute-barred 1 year after receipt of the goods or acceptance of the service by the buyer.

 

8) Claims arising from the Product Liability Act remain unaffected by the above provisions.

 

9. RETURNS/EXCHANGES

1) Custom-made products on the customer's order are generally and without exception excluded from return and exchange, this does not affect our liability for material defects or defects of title. The return or exchange costs such as freight, postage, packaging, etc. arising from goodwill shall be borne by the buyer.

 

2) Properly delivered items in accordance with an order are excluded from exchange or return. Only in the case of common items whose delivery is made from stock in stock, we can prejudytiously agree to an exchange or return with the issuance of a clearing credit. In such a case, all incidental costs incurred and incurred for the dispatch of the goods as well as a processing fee of 10% of the value of the goods shall be borne by the customer.

 

3) A return or exchange is only possible after prior written agreement, otherwise acceptance will be refused. Opening packs and goods that are no longer marketable are generally excluded from return or exchange.

 

4) The amount of any remuneration for goods that can still be used depends on their findings and is determined by us at our reasonable discretion.

 

10. REPAIRS

Troubleshooting can often be tedious; Repair periods are therefore only to be understood approximately, unless we have expressly given a binding commitment for a specific date.

If a cost estimate is requested before repairs are carried out, this must be expressly stated. The costs for the estimate are to be remunerated, even if the repair is not commissioned.

Whether a repair is carried out in our own or third-party workshop is at our discretion.

 

11. DELIVERY AND ASSEMBLY SERVICES

1) In the case of assembly services for the customer's own materials, decorations and other components that were not supplied by us, the customer is responsible for the completeness and function of the existing materials.

If, during the assembly work, it is determined by us that the customer's existing parts are not usable or do not meet the usual safety features, the customer must immediately provide for replacement or repair. If waiting times or additional expenses arise as a result of this situation, this must be paid to us additionally, including all follow-up costs upon proof. The hourly billing rate for this is € 58.00 net per hour, plus the valid VAT. Follow-up costs such as additional overnight stays, etc. will be charged on proof.

 

2) Auxiliary equipment for assembly such as forklifts, pallet trucks, scaffolding, lifting platforms, general auxiliary equipment are to be provided by the customer free of charge for assembly and disassembly, unless expressly agreed otherwise. We will communicate the exact requirements for the respective aids in good time before the start of the work.

Should exceptional auxiliary equipment be necessary, a trained and authorized driver (with a driver's license) or operator must be provided by the customer for the entire duration of the work.

 

3) After assembly and disassembly, a handover and acceptance of our services must be confirmed in writing by the customer. A corresponding form with the work services will be handed over to the customer at the latest after completion of the work. The customer shall ensure that an authorised employee is available at any handover and acceptance time and counter-signs when this form is fulfilled.

 

4) Should a security or security service be necessary from the customer's point of view during the assembly and dismantling work and the delivery and pick-up times, the customer must commission and remunerate him.

 

5) In the case of cooperation with subcontractors or external companies for production and assembly and delivery services, a valid liability insurance with corresponding liability sums sufficient for the tasks must be presented to us by the company designated by us before the order is placed. It must also be confirmed to us that all claims on the part of the tax office, social insurance and the valid employment relationships etc. will be proven and confirmed to us unsolicited.

We will provide this evidence at the request of the customer.

 

12. STATUTE OF LIMITATIONS

1) Notwithstanding § 438 Abs. 1 Nr. 3 BGB (German Civil Code), the general limitation period for claims arising from material defects and defects of title is one year from delivery. Insofar as a formal technical acceptance has been agreed, the limitation period begins with the acceptance.

 

2) If the goods are a building or an object that is to be used for a building or installed in a building in accordance with its contractually and expressly defined purpose and which has caused its defectiveness (building material), the limitation period is also one year in deviation from the statutory regulation (§ 438 para. 1 no. 2 BGB). Other special statutory provisions on the statute of limitations (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445 b BGB) also remain unaffected.

 

3) The above limitation periods of the sales law also apply to contractual and non-contractual claims for damages of the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages by the buyer pursuant to § 8 (liability) (2) sentence 1 and sentence 2 (a) as well as according to the Product Liability Act above shall become statute-barred exclusively according to the statutory limitation periods.

 

13. DATA PROTECTION

The buyer is hereby informed that we process the personal data obtained in the context of the business relationship in accordance with the provisions of the Federal Data Protection Act and the GDPR.

All personal data will be treated confidentially. The data required for business processing will be stored and passed on only to the affiliated companies as part of the order processing. You can request information from us at any time about your data, as well as their change, correction or deletion.

 

14. PLACE OF PERFORMANCE, PLACE OF JURISDICTION, APPLICABLE LAW, WRITTEN FORM, COPYRIGHT

1) Place of performance and exclusive place of jurisdiction for deliveries and payments (including actions on cheques and bills of exchange) as well as all disputes arising is, insofar as the buyer is a registered trader, a legal entity under public law or a special fund under public law, the court responsible for our registered office.

However, we are entitled to sue the buyer at his place of jurisdiction.

 

2) The terms and conditions of the contract are governed exclusively by the law applicable in Germany without the conflict of law rules of international private law and to the exclusion of the UN Sales Law.

References to the validity of legal regulations have only clarifying meaning. Even without such clarification, the statutory provisions shall therefore apply, unless they are directly amended or expressly excluded in these GTC.

 

3) Legally relevant declarations and notifications of the buyer with regard to the contract (e.B. setting of a deadline, notification of defects, withdrawal or reduction) must be submitted in writing, i.e. in written or text form (e.B. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declarant, remain unaffected.

 

4) Additions, amendments, ancillary agreements as well as all other declarations to concluded contracts or contractual provisions must always be made in writing in order to be effective, this also applies to the waiver of the written form requirement.

 

5) All illustrations, texts, reports, logos and photos are subject to copyright and may not be copied (even in extracts) or otherwise used without our consent.

Any misuse can be prosecuted. All rights reserved.

 

15. SEVERABILITY CLAUSE, FINAL PROVISIONS

1) Should clauses of these GTC vis-à-vis customers be ineffective, this shall not affect their effectiveness vis-à-vis clients who are a legal entity under public law, a special fund under public law or entrepreneurs who act in the exercise of their commercial or independent professional activity when concluding the contract.

 

2) Should individual provisions be invalid or become invalid due to new statutory provisions, this shall not affect the validity of the remaining provisions, provided that the purpose of the contract can still be achieved. The contracting parties are then obliged to replace an ineffective provision with such a provision that comes closest to the ineffective provision in a legally permissible manner. If the invalidity is based on a performance or time determination, it shall be replaced by the legally permissible measure.

The same shall apply in the event that any provision of these Terms is or becomes unenforceable.