General Terms and Conditions of Sale and Delivery of Deco Design Fürus GmbH
Status: August 2020
Status: August 2020
Status: August 2020
Validity of the conditions
1. The following sales and delivery conditions (hereinafter also referred to as: Conditions) apply to entrepreneurs, legal entities under public law or public-law special assets (hereinafter: Buyer).
2. Our deliveries, services and offers are made exclusively on the basis of these sales and delivery conditions. These also apply to all future transactions with the Buyer.
3. Deviating or conflicting conditions will not be recognised unless we have expressly agreed to their validity in writing.
1. The following sales and delivery conditions (hereinafter also referred to as: Conditions) apply to entrepreneurs, legal entities under public law or public-law special assets (hereinafter: Buyer).
2. Our deliveries, services and offers are made exclusively on the basis of these sales and delivery conditions. These also apply to all future transactions with the Buyer.
3. Deviating or conflicting conditions will not be recognised unless we have expressly agreed to their validity in writing.
Offers, quotations, order confirmation, scope of delivery and conclusion of contract
1. As far as we make offers, they are non-binding. Oral and telephone agreements require our confirmation in written form for their validity.
2. The documents belonging to our offers and order confirmations, such as images and drawings as well as weight, material and size specifications and statements in brochures, are only approximate unless we explicitly designate them as binding. We reserve all ownership, copyright, and other rights to all offer documents. Such documents must not be made accessible to third parties. The buyer shall promptly return all offer documents to us at our request when they are no longer needed in the normal course of business. The same applies in particular to all other documents, drafts, samples, and models.
3. Cost estimates are to be compensated by the buyer.
4. Orders are binding for us through their explicit confirmation in written form (also invoice or delivery note) or when we execute the order, particularly when we respond to the order by sending the goods. In addition, all agreements require confirmation by us in written form. The same applies to additions, changes, and side agreements.
1. As far as we make offers, they are non-binding. Oral and telephone agreements require our confirmation in written form for their validity.
2. The documents belonging to our offers and order confirmations, such as images and drawings as well as weight, material and size specifications and statements in brochures, are only approximate unless we explicitly designate them as binding. We reserve all ownership, copyright, and other rights to all offer documents. Such documents must not be made accessible to third parties. The buyer shall promptly return all offer documents to us at our request when they are no longer needed in the normal course of business. The same applies in particular to all other documents, drafts, samples, and models.
3. Cost estimates are to be compensated by the buyer.
4. Orders are binding for us through their explicit confirmation in written form (also invoice or delivery note) or when we execute the order, particularly when we respond to the order by sending the goods. In addition, all agreements require confirmation by us in written form. The same applies to additions, changes, and side agreements.
Prices and payment terms
1. Prices apply unless otherwise agreed, ex works.
2. Our invoices are due and payable within 30 days of invoice issuance. If payment is made within 10 days from the invoice date, the buyer may deduct 2% discount from the net price, provided they are not in arrears with other invoices.
3. For goods orders, we reserve the right to require a deposit of up to 100% of the order value.
4. The buyer has the rights of set-off or retention only to the extent that their claim is legally established or undisputed.
5. If, after the conclusion of the contract, it becomes apparent that our claim for payment is jeopardised by the buyer's lack of performance capability, we may refuse to perform our obligation and set the buyer a deadline for payment in exchange for delivery or security. In the event of a failed deadline, we are entitled to withdraw from the contract and demand compensation for damages. Setting a deadline is unnecessary if the buyer seriously and definitively refuses payment or if there are special circumstances that justify our immediate withdrawal, considering both parties' interests.
1. Prices apply unless otherwise agreed, ex works.
2. Our invoices are due and payable within 30 days of invoice issuance. If payment is made within 10 days from the invoice date, the buyer may deduct 2% discount from the net price, provided they are not in arrears with other invoices.
3. For goods orders, we reserve the right to require a deposit of up to 100% of the order value.
4. The buyer has the rights of set-off or retention only to the extent that their claim is legally established or undisputed.
5. If, after the conclusion of the contract, it becomes apparent that our claim for payment is jeopardised by the buyer's lack of performance capability, we may refuse to perform our obligation and set the buyer a deadline for payment in exchange for delivery or security. In the event of a failed deadline, we are entitled to withdraw from the contract and demand compensation for damages. Setting a deadline is unnecessary if the buyer seriously and definitively refuses payment or if there are special circumstances that justify our immediate withdrawal, considering both parties' interests.
Delivery time
1. The deadlines and dates for deliveries and services promised by us are always approximate, unless a fixed deadline or date has been expressly agreed upon. If dispatch has been agreed, delivery times and dates refer to the time of handover to the carrier, freight forwarder, or any other third party commissioned with the transport. Compliance with agreed deadlines requires the timely receipt of all documents to be provided by the buyer as well as adherence to the agreed payment terms and other obligations.
2. An agreed delivery period is considered adhered to if the shipment is dispatched or picked up within this period. If the delivery is delayed for reasons attributable to the buyer, the period is deemed adhered to if the completion or readiness for dispatch is reported within the agreed period.
3. Partial deliveries are permissible to a reasonable extent for the buyer.
4. If we are prevented from fulfilling our obligations due to the occurrence of unforeseeable exceptional circumstances that we could not avert despite reasonable care under the circumstances, whether occurring in our works or at our suppliers – e.g. operational disruptions, governmental interventions, delays in the delivery of essential raw materials, energy supply difficulties – the delivery period is extended by the duration of the hindrance, as long as delivery or service does not become impossible. If the circumstances mentioned above make delivery or service impossible, we shall be released from the obligation to deliver.
5. Even in the event of a strike or lockout, the delivery period is extended to a reasonable extent. If delivery or service becomes impossible, we shall be released from the obligation to deliver. If the delivery time is extended by more than two months in the cases mentioned above, the buyer is entitled to withdraw from the contract. The assertion of claims for damages is excluded.
6. We can only invoke the circumstances mentioned here if we notify the buyer of them.
Delivery and transfer of risk
1. The risk passes to the buyer at the latest upon the transfer of the delivery item (where the start of the loading process is decisive) to the carrier, freight forwarder, or any other third party designated for the execution of the shipment. This also applies in cases of partial deliveries or when we have undertaken other services (e.g., shipping or installation). If the shipment or transfer is delayed due to a circumstance for which the buyer is responsible, the risk passes to the buyer from the day on which the delivery item is ready for shipment and we have notified the buyer of this.
2. The shipment will only be insured by us at the express request of the buyer and at the buyer's expense against theft, breakage, transport, fire and water damage, or other insurable risks.
1. The risk passes to the buyer at the latest upon the transfer of the delivery item (where the start of the loading process is decisive) to the carrier, freight forwarder, or any other third party designated for the execution of the shipment. This also applies in cases of partial deliveries or when we have undertaken other services (e.g., shipping or installation). If the shipment or transfer is delayed due to a circumstance for which the buyer is responsible, the risk passes to the buyer from the day on which the delivery item is ready for shipment and we have notified the buyer of this.
2. The shipment will only be insured by us at the express request of the buyer and at the buyer's expense against theft, breakage, transport, fire and water damage, or other insurable risks.
Retention of title
1. The delivered goods remain our property (retained goods) until full payment of the agreed price including all claims from the business relationship and future claims as well as until the redemption of bills of exchange and cheques.
2. A resale is permitted to the buyer within the framework of proper business operations. The buyer hereby assigns to us all claims arising from the resale of the retained goods, in particular the payment claim against its customers. We accept this assignment. The buyer is obligated to inform its debtors of the assignment at our request. Claims and names of the buyer's debtors must be communicated to us.
3. The buyer is entitled to collect claims from the resale. In the case of payment delay or if we become aware of circumstances that, according to commercial judgement, are suitable for reducing the creditworthiness of the buyer, we are entitled to revoke the right of collection.
4. Processing of the retained goods occurs for us as the manufacturer within the meaning of § 950 of the German Civil Code (BGB), but without obligation for us. If the retained goods are processed or mixed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the net invoice value of the retained goods to the net invoice value of the other used goods at the time of processing or mixing.
5. The transfer of ownership of goods owned by us is impermissible. In case of third-party access to the retained goods, particularly seizure, the buyer will point out our ownership of the goods and will notify us immediately by sending a copy of the seizure protocol.
6. We are entitled to withdraw from the contract and demand the return of the goods supplied by us in the event of a breach by the buyer of the aforementioned obligation according to § 324 BGB in case of non-compliant behaviour of the buyer.
1. The delivered goods remain our property (retained goods) until full payment of the agreed price including all claims from the business relationship and future claims as well as until the redemption of bills of exchange and cheques.
2. A resale is permitted to the buyer within the framework of proper business operations. The buyer hereby assigns to us all claims arising from the resale of the retained goods, in particular the payment claim against its customers. We accept this assignment. The buyer is obligated to inform its debtors of the assignment at our request. Claims and names of the buyer's debtors must be communicated to us.
3. The buyer is entitled to collect claims from the resale. In the case of payment delay or if we become aware of circumstances that, according to commercial judgement, are suitable for reducing the creditworthiness of the buyer, we are entitled to revoke the right of collection.
4. Processing of the retained goods occurs for us as the manufacturer within the meaning of § 950 of the German Civil Code (BGB), but without obligation for us. If the retained goods are processed or mixed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the net invoice value of the retained goods to the net invoice value of the other used goods at the time of processing or mixing.
5. The transfer of ownership of goods owned by us is impermissible. In case of third-party access to the retained goods, particularly seizure, the buyer will point out our ownership of the goods and will notify us immediately by sending a copy of the seizure protocol.
6. We are entitled to withdraw from the contract and demand the return of the goods supplied by us in the event of a breach by the buyer of the aforementioned obligation according to § 324 BGB in case of non-compliant behaviour of the buyer.
Buyer's rights in the event of defects
1. If the purchase is a commercial transaction for the buyer, they must notify us of defects immediately, but no later than 12 days after receipt of the goods in text form. Defects that cannot be detected even with careful inspection within this period must be reported to us in writing without delay after their discovery.
2. After cutting or any other processing of the delivered goods has begun, any complaints about visible defects are excluded. Minor, technically unavoidable deviations in width, weight, quality, colour, equipment, or design cannot be complained about.
3. We can assign claims at our discretion against suppliers of significant third-party products to the buyer. The buyer can only hold us liable for these defects in the event of assignment if prior judicial enforcement against the third-party suppliers has been unsuccessful. If the third-party supplier is located abroad, prior out-of-court enforcement is sufficient. The buyer is obliged to inform us about the enforcement against our supplier and will keep us informed of the negotiations upon request.
4. In the case of justified defect complaints, we have the right, within a reasonable period of 30 days, to choose to rectify the defect or supply replacements. If subsequent fulfilment fails, the buyer – provided the breach of contract is not merely minor – may reduce the price or withdraw from the contract. Additionally, they may be entitled to claim damages or reimbursement of expenses. If the buyer withdraws from the contract, they must return the goods supplied to us.
5. In the context of subsequent fulfilment, we are not obliged to reimburse the buyer for the necessary expenses for the removal of the defective item and the installation or fitting of the rectified or delivered replacement item. There is also no obligation to reimburse the costs of removal and installation of the defective goods or of the defect-free replacement delivery under the supplier regression according to § 445 a BGB. The other regression claims of the buyer against us remain unaffected. If the buyer incurs increased expenses in the context of defect rectification because the goods were subsequently moved to a location other than the place of delivery by them or a third party, a recourse claim against us is also excluded. This does not apply if the transport of the goods corresponds to its intended use or was agreed upon at the time of contract conclusion with us.
6. We are only liable for damages arising from the defectiveness of the goods if we or our vicarious agents have acted with intent or gross negligence or breached a significant contractual obligation. A significant contractual obligation is one whose fulfillment enables the performance of the contract and on the fulfillment of which the buyer may rely. There is no liability for unforeseeable damages. The above limitation does not explicitly apply if a breach of duty establishes liability for damages due to injury to life, body, or health.
7. If we have assumed a warranty for a specific type of quality of the goods supplied, the liability limitation provisions of the preceding paragraph 4 do not apply. Claims under the Product Liability Act remain unaffected.
8. We are not liable for the suitability of the goods for the purposes intended by the buyer, provided that this purpose has not become part of the contract.
9. Returns of defective goods are only possible after prior written notification by the buyer stating the article, quantity, and reason for the return and our written confirmation. If no prior written notification was made, we are entitled to refuse acceptance. Returns < 7.5m are non-refundable.
<9. Returns of defective goods are only possible after prior written notification by the buyer stating the article, quantity, and reason for the return and our written confirmation. If no prior written notification was made, we are entitled to refuse acceptance. Returns >
1. If the purchase is a commercial transaction for the buyer, they must notify us of defects immediately, but no later than 12 days after receipt of the goods in text form. Defects that cannot be detected even with careful inspection within this period must be reported to us in writing without delay after their discovery.
2. After cutting or any other processing of the delivered goods has begun, any complaints about visible defects are excluded. Minor, technically unavoidable deviations in width, weight, quality, colour, equipment, or design cannot be complained about.
3. We can assign claims at our discretion against suppliers of significant third-party products to the buyer. The buyer can only hold us liable for these defects in the event of assignment if prior judicial enforcement against the third-party suppliers has been unsuccessful. If the third-party supplier is located abroad, prior out-of-court enforcement is sufficient. The buyer is obliged to inform us about the enforcement against our supplier and will keep us informed of the negotiations upon request.
4. In the case of justified defect complaints, we have the right, within a reasonable period of 30 days, to choose to rectify the defect or supply replacements. If subsequent fulfilment fails, the buyer – provided the breach of contract is not merely minor – may reduce the price or withdraw from the contract. Additionally, they may be entitled to claim damages or reimbursement of expenses. If the buyer withdraws from the contract, they must return the goods supplied to us.
5. In the context of subsequent fulfilment, we are not obliged to reimburse the buyer for the necessary expenses for the removal of the defective item and the installation or fitting of the rectified or delivered replacement item. There is also no obligation to reimburse the costs of removal and installation of the defective goods or of the defect-free replacement delivery under the supplier regression according to § 445 a BGB. The other regression claims of the buyer against us remain unaffected. If the buyer incurs increased expenses in the context of defect rectification because the goods were subsequently moved to a location other than the place of delivery by them or a third party, a recourse claim against us is also excluded. This does not apply if the transport of the goods corresponds to its intended use or was agreed upon at the time of contract conclusion with us.
6. We are only liable for damages arising from the defectiveness of the goods if we or our vicarious agents have acted with intent or gross negligence or breached a significant contractual obligation. A significant contractual obligation is one whose fulfillment enables the performance of the contract and on the fulfillment of which the buyer may rely. There is no liability for unforeseeable damages. The above limitation does not explicitly apply if a breach of duty establishes liability for damages due to injury to life, body, or health.
7. If we have assumed a warranty for a specific type of quality of the goods supplied, the liability limitation provisions of the preceding paragraph 4 do not apply. Claims under the Product Liability Act remain unaffected.
8. We are not liable for the suitability of the goods for the purposes intended by the buyer, provided that this purpose has not become part of the contract.
9. Returns of defective goods are only possible after prior written notification by the buyer stating the article, quantity, and reason for the return and our written confirmation. If no prior written notification was made, we are entitled to refuse acceptance. Returns < 7.5m are non-refundable.
<9. Returns of defective goods are only possible after prior written notification by the buyer stating the article, quantity, and reason for the return and our written confirmation. If no prior written notification was made, we are entitled to refuse acceptance. Returns >
Limitation of liability, damages
1. We are liable for damages – regardless of the legal grounds – in cases of intent and gross negligence. In cases of simple negligence, we are only liable for a) damages arising from injury to life, body, or health, b) damages arising from the breach of an essential contractual obligation (an obligation whose fulfilment enables the proper execution of the contract and on which the buyer regularly relies and may rely). The limitations of liability do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The limitations of liability likewise do not apply to claims of the buyer under the Product Liability Act.
2. As far as we are liable for damages according to the preceding clause, this liability is limited to damages that we foresaw as a possible consequence of a breach of contract at the time of signing the contract or that we should have foreseen with the usual care. Indirect damages and consequential damages that result from defects in the delivery item are also only compensable to the extent that such damages are typically to be expected with proper use of the delivery item.
3. In the event of a breach of duty that does not consist of a defect, the buyer may only withdraw or terminate the contract if we are responsible for the breach of duty. Otherwise, the statutory requirements and legal consequences apply.
4. In the event of delay, the buyer's claim for damages is limited to 5% of the net purchase price unless the delay in delivery was caused by us intentionally or through gross negligence.
1. We are liable for damages – regardless of the legal grounds – in cases of intent and gross negligence. In cases of simple negligence, we are only liable for a) damages arising from injury to life, body, or health, b) damages arising from the breach of an essential contractual obligation (an obligation whose fulfilment enables the proper execution of the contract and on which the buyer regularly relies and may rely). The limitations of liability do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The limitations of liability likewise do not apply to claims of the buyer under the Product Liability Act.
2. As far as we are liable for damages according to the preceding clause, this liability is limited to damages that we foresaw as a possible consequence of a breach of contract at the time of signing the contract or that we should have foreseen with the usual care. Indirect damages and consequential damages that result from defects in the delivery item are also only compensable to the extent that such damages are typically to be expected with proper use of the delivery item.
3. In the event of a breach of duty that does not consist of a defect, the buyer may only withdraw or terminate the contract if we are responsible for the breach of duty. Otherwise, the statutory requirements and legal consequences apply.
4. In the event of delay, the buyer's claim for damages is limited to 5% of the net purchase price unless the delay in delivery was caused by us intentionally or through gross negligence.
Limitation
1. Contrary to § 438 Abs. 1 No. 3 BGB, the general limitation period for claims arising from defects in material and rights is one year from delivery. If acceptance has been agreed, the period begins with acceptance.
2. If the subject of delivery is a thing that has been used for a building in accordance with its usual purpose and has caused its defectiveness (building material), the limitation period is five years from delivery. Other statutory special regulations on limitation, particularly § 438 Abs. 1 No. 1, § 438 Abs. 3, § 444, and § 445b BGB remain unaffected.
3. The limitation periods of the law of sales contracts also apply to contractual and non-contractual claims of the buyer that are based on a defect in the goods, unless the application of the regular statutory limitation under §§ 195, 199 BGB would lead to a shorter limitation in the individual case.
4. The limitation periods of the Product Liability Act remain unaffected. Claims for damages resulting from infringement of life, body, or health are subject to the statutory limitation periods.
1. Contrary to § 438 Abs. 1 No. 3 BGB, the general limitation period for claims arising from defects in material and rights is one year from delivery. If acceptance has been agreed, the period begins with acceptance.
2. If the subject of delivery is a thing that has been used for a building in accordance with its usual purpose and has caused its defectiveness (building material), the limitation period is five years from delivery. Other statutory special regulations on limitation, particularly § 438 Abs. 1 No. 1, § 438 Abs. 3, § 444, and § 445b BGB remain unaffected.
3. The limitation periods of the law of sales contracts also apply to contractual and non-contractual claims of the buyer that are based on a defect in the goods, unless the application of the regular statutory limitation under §§ 195, 199 BGB would lead to a shorter limitation in the individual case.
4. The limitation periods of the Product Liability Act remain unaffected. Claims for damages resulting from infringement of life, body, or health are subject to the statutory limitation periods.
Place of performance, jurisdiction, and applicable law
The place of performance for all obligations arising from the contractual relationship is Krefeld. The court of jurisdiction for all disputes arising from the contractual relationship is, if the buyer is a merchant, a legal entity under public law or a special fund under public law, Krefeld. However, we are free to invoke the court competent for the buyer's registered office. Only German law applies, excluding the CISG of 11 April 1980.
The place of performance for all obligations arising from the contractual relationship is Krefeld. The court of jurisdiction for all disputes arising from the contractual relationship is, if the buyer is a merchant, a legal entity under public law or a special fund under public law, Krefeld. However, we are free to invoke the court competent for the buyer's registered office. Only German law applies, excluding the CISG of 11 April 1980.
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