General Terms and Conditions

This convenience translation is for your information only, the German version is legally binding and can be found here: AGB (German)

1. Scope of application

1.1 The General Terms and Conditions (GTC) apply to all business relationships with our business customers (hereinafter referred to as "Customer"). They only apply if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
1.2 The General Terms and Conditions shall apply in their respective version - also for future contracts with the same customer - without us referring to them in each individual case.
1.3 The General Terms and Conditions shall apply exclusively. Any deviating or supplementary general terms and conditions of the customer shall only apply if and to the extent that we have expressly agreed to their validity in writing. This shall also apply if we have unconditionally accepted the contractual offer with knowledge of the customer's general terms and conditions.
1.4 Individual agreements with the customer (including supplements and amendments) shall take precedence over these General Terms and Conditions. A written contract or our written confirmation is a prerequisite for proof of the content of the individual agreements.
1.5 Declarations to be made by the customer to us after conclusion of the contract (e.g. setting of deadlines, notification of defects, declaration of withdrawal) must be made in writing in order to be effective.
1.6 Insofar as not directly amended or expressly excluded in these General Terms and Conditions, the currently valid provisions shall apply.

2. Offer, order, prohibition of assignment

2.1 Our offers are subject to confirmation and non-binding.
2.2 The customer's order is a binding offer. With the order the customer assures to use the goods exclusively within the scope of commercial activity. Our acceptance shall take place within 10 days either by sending an order confirmation or by performance; the order shall only be deemed accepted from this point in time.
2.3 We are entitled to make quality improvements as well as changes in technology, shape, colour and/or weight, insofar as they correspond to reasonable quality tolerances.
2.4 We reserve the right to contest the contract in the event of inadvertent misrepresentation of the product or price.
2.5 The customer may only assign claims arising from the contract with our prior written consent and only insofar as our interests are not unreasonably impaired by the assignment.

3. Delivery time, right of withdrawal, delay in delivery

3.1 Our delivery periods shall only be binding if they have been agreed as a binding delivery period in an individual contract with the customer.
3.2 If we are unable to comply with a binding delivery period for reasons for which we are not responsible, we shall inform the customer immediately of the expected new delivery period. If the goods are also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part. If the goods have already been paid for by the customer, we will refund the purchase price or, in the case of a down payment, we will refund it. Non-availability of the service is given in particular if we have concluded a congruent covering transaction and are not ourselves supplied on time or if an import permit required for the shipment of the purchased item into the customs territory is not issued or is not issued on time. Existing statutory provisions in our favour concerning rights of withdrawal and termination as well as the rescission of the contract in the event of exclusion of the obligation to perform (e.g. impossibility or unreasonability of performance and/or subsequent performance) shall remain unaffected.
3.3 Delay in delivery requires a written reminder from the customer.

4. Delivery, default of acceptance, transfer of risk

4.1 Delivery shall be ex warehouse or manufacturer's works. We dispatch the goods to a location in Germany determined by the customer (mail order purchase) and determine the type of dispatch (in particular transport company, dispatch route, packaging), whereby we endeavour to take customer wishes into account. Any additional costs incurred as a result shall be borne by the purchaser. Deliveries abroad must be agreed with us individually and the customer bears in this case any customs duties, fees, taxes and other public charges.
4.2 We are entitled to make partial deliveries if a partial delivery can be used by the customer in accordance with the contractual purpose and the delivery of the remaining goods is ensured. In the case of partial deliveries, we shall invoice the shipping costs pro rata. The customer shall not incur any additional costs.
4.3 If our performance is delayed for reasons for which the customer is responsible (e.g. default in acceptance), we shall be entitled to demand compensation for the resulting damage and any additional expenses (e.g. storage costs or transport costs).
4.4 The risk of having to pay the purchase price despite loss of or damage to the goods shall pass to the customer as soon as the seller has delivered the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment.

5. Prices, terms of payment, default of payment, set-off, right to refuse performance

5.1 Our current prices at the time the order is placed by the customer shall apply.
5.2 Unless otherwise stated, all prices quoted by us are exclusive of statutory value-added tax. The prices quoted do not include packaging, transport and assembly costs. These will be charged separately and invoiced to the customer separately.
5.3 Invoices shall be payable in accordance with the terms of payment stated both on our order confirmation and on our invoice. The credit entry on our bank account is decisive for the timely receipt of payment. If the customer does not pay due invoice amounts on time in accordance with the terms of payment, default shall occur. During the period of default, we shall be entitled to pay interest on the purchase price at the currently valid default interest rate. We shall not be obliged to make any further deliveries under any current contract before full payment of due invoice amounts including accrued interest has been made. The assertion of further damage caused by default shall remain unaffected.
5.4 We are also entitled to refuse performance in accordance with § 321 BGB (German Civil Code) if the customer's financial circumstances deteriorate significantly even before conclusion of the contract and we do not recognize this until after conclusion of the contract despite careful examination.
5.5 Payments shall always be used to settle the oldest claim due plus default interest accrued thereon.
5.6 The customer shall be entitled to assert rights of set-off or retention insofar as his claim is legally established, undisputed or acknowledged by us. The buyer may only exercise a right of retention if his counterclaim is based on the same contractual relationship. In the event of defects in the delivery, 6.5 shall remain unaffected.

6. Product quality, defect rights of the customer

6.1 Due to technical circumstances, product descriptions in catalogues or other documents (also in electronic form), in particular in colour nuances, may deviate slightly from the product. In addition, we reserve the right to make deviations which are caused by the nature of the materials used.
6.2 If we have taken over the assembly of furnishings for the purchaser, we shall not be liable for the suitability of the assembly substrate (e.g. floors or walls).
6.3 The customer must carefully inspect the goods immediately upon receipt. Obvious defects can only be notified in writing within 7 days of receipt of the goods, other defects within 7 days of discovery of the defect (exclusion period). Timely dispatch of the notification is sufficient to meet the deadline.
6.4 In the event of a defect, we may, at our discretion, remedy the defect by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). If only the assembly instructions are faulty, we shall only be obliged to supply subsequent assembly instructions free of defects.
6.5 The customer shall give us the time and opportunity necessary for subsequent performance, in particular to hand over the rejected goods for inspection purposes. If the customer's request for rectification of defects turns out to be unjustified, we shall be entitled to claim reimbursement of the resulting costs.
6.6 We are entitled to make subsequent performance dependent on the customer paying the purchase price. However, the customer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.
6.7 If the supplementary performance has failed or has been delayed beyond a reasonable time or can be refused according to the currently valid regulations, a reduction of the purchase price or, in the case of a not inconsiderable defect, withdrawal from the purchase contract is possible.
6.8 We do not assume any warranties beyond those set forth in this section 6.
6.9 The customer's claims for damages and reimbursement of expenses shall exist exclusively in accordance with Clause 7.

7. Other liability

7.1 We shall only be liable for damages in the event of intent and gross negligence; however, we shall also be liable for damages resulting from injury to life, limb or health in the event of a negligent breach of duty.
7.2 In the event of gross negligence on the part of ordinary employees and in the event of ordinary negligence, we shall only be liable in the event of breach of an essential contractual obligation, limited to compensation for foreseeable, typically occurring damage. An essential contractual obligation is an obligation the fulfilment of which enables the purpose pursued by the conclusion of the contract to be achieved in the first place and on the fulfilment of which the customer may regularly rely.
7.3 The limitation of liability according to 7.2 does not apply to damages resulting from injury to life, body or health. Furthermore, it shall not apply if we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods or if the customer has claims under the Product Liability Act.
7.4 Due to a breach of duty which has not led to a defect, the customer may only withdraw or terminate the contract if we are responsible for the breach of duty. Otherwise, the currently valid provisions shall apply.
7.5 Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.

8. Statute of limitations

Claims for material defects and defects of title shall become statute-barred one year after receipt of the goods by the customer. For claims according to clause 7 and the Product Liability Act, the currently valid limitation periods shall apply.

9. Property

We are entitled to the exclusive copyright rights to catalogues and other product descriptions (also in electronic form). A link to our website or any other use of the website for our own purposes is only permitted with our prior written consent.

10. Retention of title

10.1 Until the complete fulfilment of our present and future claims arising from a contract and an ongoing business relationship, we shall remain the owner of the goods.
10.2 In the event of breach of contract by the customer, in particular default in payment, we shall be entitled to withdraw from the contract in accordance with the currently valid provisions and to demand the return of the goods or to demand the assignment of any claims for return of the customer against third parties. After taking back the goods, we are entitled to sell them. The proceeds from the sale shall be set off against the customer's liabilities, less reasonable selling costs.

11. Extended retention of title in the event of processing and subsequent sale of the goods

In the event of processing and subsequent disposal of the control room, the following shall apply:
11.1 Until the complete fulfilment of our present and future claims arising from a contract and an ongoing business relationship, we shall remain the owner of the goods.
11.2 The Customer's authority to process and sell reserved goods in the ordinary course of business shall end upon suspension of payment or if insolvency proceedings have been instituted against its assets or if out-of-court composition proceedings to avert insolvency proceedings have failed. In this case, the customer shall be obliged to surrender the unprocessed reserved goods upon our first request. In this case, we shall credit the customer with the proceeds he would have obtained from the best possible utilisation. Our request to surrender the unprocessed reserved goods does not constitute a withdrawal from the purchase contract.
11.3 Pledging or transfer by way of security of the reserved goods or the assigned claims is not permitted.
11.4 By processing the reserved goods, the customer does not acquire ownership of the new object in accordance with § 950 BGB (German Civil Code). The processing is carried out by the customer for us without any liabilities arising for us. If the reserved goods are processed, we shall acquire co-ownership of the new item in the amount of the invoice value of the reserved goods that have been processed into the new item.
11.5 The customer hereby assigns to us the claim arising from the resale of the reserved goods, including to the extent that the goods have been processed. The assignment shall be limited to the amount of the invoice value of the reserved goods which have been processed into the new goods.
11.6 We will not collect the assigned claims as long as the customer meets his payment obligations. However, the customer is obliged to give us the third-party debtors upon request and to notify them of the assignments. As long as the customer meets his payment obligations, he is also entitled to collect the claims himself.
11.7 The retention of title shall also remain in force if individual claims are entered by us in a current account and the balance has been struck and acknowledged, unless the balance has been settled.
11.8 We undertake to release the securities to which we are entitled at our discretion to the extent that the value, taking into account the value added by the customer, exceeds the claims to be secured by 10%.
11.9 We must be notified immediately of any attachments, stating the pledgees.
11.10 The customer or the insolvency administrator is obliged, as soon as he has stopped payment, to send us a list of the remaining goods subject to retention of title, even if they have been processed, as well as a list of the claims against the third-party debtors together with invoice credits, immediately after notification of the stoppage of payment.
11.11 Should we enter into contingent liabilities in the interest of the customer, the extended retention of title shall remain in force until we are completely released from these liabilities.

12. Applicable law, place of jurisdiction

12.1 These General Terms and Conditions and all legal relationships between us and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods.
12.2 The courts in Munich shall have exclusive jurisdiction for all disputes arising directly or indirectly from the contractual relationship. However, we shall also be entitled to assert our claims against the customer at the customer's general place of jurisdiction.