1. Offers
Offer and order acceptance prices and delivery periods are non-binding. Oral agreements are subject to our written confirmation. Arrangements made with our representatives, including written orders, are also subject to our written confirmation.
Furnishing dimensions determined by the buyer are binding unless modified or supplemented. Obvious errors in offers may be corrected before order acceptance. Samples are approximations in quality and colour.
2. Order confirmation
The buyer accepts these Terms and Conditions of Business and of Payment when making an order. No deviant terms and conditions can become any part of the contract even if not expressly contradicted by us. If we receive negative information on the buyer's creditworthiness and/or commercial and/or payment behaviour after order confirmation then we reserve the right to refuse delivery and/or to withdraw from the contract. This also applies if invoices for previous deliveries remain unpaid. In such cases delivery can only be made subject to advance payment or payment in cash on delivery.
Our prices are without VAT unless otherwise stated. They are subject to VAT for deliveries within Germany. This applies mutatis mutandis to foreign deliveries if subject to VAT.
3. Cancellation - withdrawal - return
Should the contract be cancelled at the buyer's request we reserve the right to invoice all costs incurred up to that date.
Orders for goods and/or services specially tailored to the invoiced for goods and/or services already used by the buyer (including samples and demonstration products). Such reduction is 50% in the first year and 70% thereafter of the order price. Damaged goods cannot buyer's wishes or specially purchased for them cannot be withdrawn from. A reduction in value will be be returned.
4. Transition of risk, shipment, freight
4.1 Mode and type of shipment will be chosen by the supplier. Shipment is free buyer's address unless otherwise agreed. Deviant offload addresses are subject to agreement. The buyer is solely liable for smooth acceptance in such cases.
4.2 The supplier's obligations end at the offload point for shipments free buyer's address insofar as a lorry can reach same. The buyer is responsible for storage.
4.3 Shipment risk in the case of transport by road or contract road carrier passes to the buyer when the wares are handed over to them. If the wares are picked up by the buyer's road transport or road carrier the risk passes when the wares are handed over at the supplier's place of business or warehouse.
5. Delivery period and hindrance
Delivery period is determined by calendar week. We reserve the right to choose the delivery date within that week. Delivery periods are subject to all unforeseeable hindrances both on our own premises and those of the buyer. This includes all events such as interference by the authorities, interruptions to business activities, labour disputes, delays in delivery and production etc. If same make rendering goods and/or services impossible then we shall be relieved of any obligation to deliver without the buyer being entitled to demand damages or withdraw from the contract. A minimum call period of thirty days applies to orders on a call basis.
Should any delivery not be accepted punctually then we shall be entitled to invoice the buyer such shipment/s including any additional costs incurred, for example for storage. Orders on a call basis are limited to a maximum duration of six months and must be called in toto in that time. We consider ourselves bound by the agreed prices for four months from making contract. Should any order be called later than four months after making contract this shall entitle us to increase the price. Price increases are acceptable if they remain within the limits of the cost increases incurred by us after making contract.
6. Guarantee
6.1 Obvious defects must be advised in writing within ten days of goods acceptance. Complaints about mirrors, glass, marble etc. or visible packaging damage are to be added to the delivery note/s. Concealed defects are to be advised in writing without delay after detection but within six months at the latest.
6.2 In the event of a guarantee claim the supplier may offer either remedy or replacement.
All further claims are excluded insofar as legally possible. This particularly applies to claims for damages due to the processing of faulty material supplied by the buyer and/or that did not arise in or on the wares themselves and to consequential damage
6.3 All damage claims are excluded regardless of their legal basis unless the supplier is liable for same due to their deliberate act or gross negligence
7. Reservation of title
7.1 The goods and/or services supplied remain our property until payment has been made in full for all our claims arising out of the mutual business relationship even if the purchase price has been paid for (a) specified claim/s.
7.2 We are to be considered manufacturers within the meaning of § 950 German Civil Code (BGB) in processing and handling goods and/or services. We acquire title in the interim and final products whilst the buyer is only custodian. The buyer may only sell the goods and/or services supplied by us and all and any product/s arising out of processing same in the course of their normal legal business activities. The client herewith assigns us all and any claim/s arising out of the sale or for any other legal reason as security for our claims.
7.3 The buyer is entitled to collect assigned claims as long as they fulfil their contractual duties of payment to us. The buyer is not entitled to dispose of the goods and/or services subject to our reservation of title, for example by hypothecation or as security.
7.4 In the case of sale of such goods and/or services processed together with goods and/or services subject to reservation of title not supplied by us then said assignment and transition is of the entire sale claim/s with the condition that we alone are entitled to negotiate any possible participation of the other supplier/s of such goods and/or services in the sale claim/s. The buyer has no right to influence this or cooperate in any way in same.
7.5 In the event of excess security over 25% we undertake to perform reassignment.
8. Terms and Condition of Payment
The terms and conditions of payment individually agreed between supplier and client apply. Payment/s may not be withheld. Only payments that are res judicata or undisputed may be set off. Claims that are res judicata. The client is liable for all expenses incurred in payment by bill of exchange. Bills of exchange are considered promissory payment and are only accepted if discounting is feasible. All claims become due and payable immediately should any one of them fall into arrears. All other terms and conditions are subject to our express written confirmation.
9. Samples - drawings
We reserve title and copyright in illustrations, drawings, diagrams, other documents and samples. Same are to be returned on request and may not be passed on to any third party without our consent
10. Changes/deviations
We reserve the right to changes and/or deviations in design, material, dimensions and colours, especially in the case of subsequent and/or additional deliveries.
11. Place of fulfilment and of judicature
Place of performance for all goods, services and payments is the supplier's head office location. Place of judicature for all disputes associated with this contract is the court locally and legally responsible for the supplier.
German law applies.
Miscellaneous
Should any provision herein be or become null and void for any reason whatsoever this shall not affect the validity of the remainder. Supplier and client undertake to fill any legal loopholes and replace any such provisions with legally valid provisions coming as close to their original financial intent as legally possible.
