Terms and Conditions of Delivery and Payment

§ 1 – General provisions, scope of application

(1) Our Terms and Conditions of Delivery and Payment shall apply exclusively; any conditions of the customer that are contrary to or differ from our Terms and Conditions of Delivery and Payment shall not be recognised, unless we were to have expressly agreed to their application. Our Terms and Conditions of Delivery and Payment shall also apply if we provide delivery to the customer unconditionally, whilst acknowledging that the customer’s conditions are contrary to or differ from our own Terms and Conditions of Delivery and Payment.
(2) The completion of all orders placed with us shall always be subject to an order confirmation on our part, in so far as nothing to the contrary has been agreed in writing in individual cases.
(3) Our Terms and Conditions of Delivery and Payment shall only apply in respect of business parties and legal entities under public law or separate assets subject to public law within the meaning of Section 24 of the German Standard Contracts Act (AGBG).
(4) Our Terms and Conditions of Delivery and Payment shall also apply to all future business with the customer.
(5) The details contained in our printed materials, such as details of dimensions, weight, use of material and handling of material, images and descriptions are subject to change for technical reasons or due to errors; any obligation to compensate for losses shall be excluded. The aforementioned shall apply to details and information provided by our employees.

§ 2 – Offer, offer documents

(1) If the order qualifies as an offer in accordance with Section 145 of the German Civil Code, we are able to accept this within 4 weeks.
(2) We reserve all property rights and copyrights with regard to images, drawings, calculations and other documents. The details contained therein are not warranted attributes, in so far as nothing has been agreed to the contrary in writing.

§ 3 – Price, conditions of payment

(1) In so far as the order confirmation does not state anything to the contrary, our prices shall apply “ex works”, excluding packaging; this will be charged for separately.
(2) The minimum order value shall be €50 net. In the case of orders worth less than this, we will charge a fee of €5 for processing.
(3) Our prices are exclusive of statutory VAT; this will be shown separately in the invoice at the statutory rate that applies on the day on which the invoice is generated.
(4) In so far as the order confirmation does not state anything to the contrary, the total purchase price is to be effected by pre-payment. This means payable prompt after receipt of order confirmation. In the event that the customer is in default of payment, we shall be entitled to apply default interest at a rate of 4% of the applicable bank rate of the Deutsche Bundesbank p.a. or at an interest rate of the European Central Bank that applies in this case. If we are able to prove that we have suffered higher losses as a result of default, we shall be entitled to enforce this claim. However, the customer shall be entitled to prove to us that we have suffered considerably lower losses or no losses at all as a result of the delay in payment.
(5) The customer shall only be entitled to offsetting if its counterclaims have been legally determined, are undisputed or have been recognised by us. The customer shall not be entitled to withhold any payment due to disputed counterclaims.

§ 4 – Delivery

(1) Shelving and shelving trolleys shall be delivered unassembled. Items shall be shipped at the customer’s own expense and risk.
(2) The start of the delivery period stated by us assumes that all technical queries have been clarified.
(3) In the event that delivery is delayed for reasons that lie within our responsibility, the customer shall be entitled to apply a fixed rate of compensation for the delay, equal to 1% of the delivery value, for each complete week of delay, up to a maximum of 5% of the delivery value.
(4) In the event that the customer sets an adequate later deadline accompanied by a threat of refusal, after we have already defaulted, and if this later deadline expires without the goods being delivered, the customer shall be entitled to withdraw from the contract. The customer shall only be entitled to compensation for losses due to non-compliance, equal to the amount of the foreseen losses, if the delay was due to wilful intent or gross negligence. Any liability for compensation for losses shall be otherwise excluded.
(5) Our compliance with our delivery obligations assumes that the customer fulfils its obligations accordingly and in good time.
(6) In the event that the customer is in default of acceptance or it violates other obligations to cooperate, we shall be entitled to claim for losses that we have suffered, including any additional expense. In this case, the risk of accidental loss or accidental deterioration of the goods at that time shall pass to the customer if it is in default of acceptance.

§ 5 – Transfer of risk

(1) In so far as the order confirmation does not state anything to the contrary, delivery has been agreed “ex works”.
(2) In so far as the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.

§ 6 – Warranty for defects/faults

(1) The customer’s rights under warranty assume that the customer has fulfilled its obligations in accordance with Sections 377 and 378 of the German Commercial Code to examine the goods and provide notification of any cause for complaint.
(2) In the event that the goods contain a defect for which we are responsible, we shall be entitled to choose at our discretion whether to rectify the defect or to replace the item. Should we rectify the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, infrastructure, labour and material costs, in so far as these costs do not increase due to the items being delivered to a location different from the place of performance.
(3) If we are unwilling or unable to rectify the defect/supply a replacement item, particularly if this is delayed beyond adequate deadlines for reasons for which we are responsible, or rectification of the defect/replacement of the item fails in some other way, the customer shall be entitled to cancel the contract (cancellation of contract) or demand an appropriate discount on the purchase price.
(4) In so far as not provided for below, further entitlements on the part of the customer – in whatever form and on whatever legal grounds – shall be excluded. We shall therefore not be held liable for losses that have not arisen in the circumstances of delivery themselves; in particular, we shall not be held liable for loss of earnings or other financial losses on the part of the customer.
(5) The aforementioned limitation of liability shall not apply in so far as the cause of losses is attributed to wilful intent or gross negligence; however, our obligation to compensate for losses shall be limited to foreseeable losses. It shall also not apply if a warranty of quality that covers consequential losses in accordance with Sections 463 and 480, paragraph 2 of the German Civil Code was in place and the losses incurred depended on its non-existence.
(6) In so far as we violate an obligation that forms an essential part of the contract due to negligence on our part, our obligation to compensate for material or personal losses shall be limited to the indemnification in our product liability insurance. We are willing to allow the customer to view our insurance policies upon request.
(7) The warranty shall last for 6 months, beginning from the time of transfer of risk. The extension period shall be 24 months and shall also apply to claims for compensation for consequential losses caused by defects, in so far as no claims are enforced by virtue of a tort.

§ 7 – Overall liability

(1) Any liability beyond compensation for losses provided for in Section 6 paragraph (4) to paragraph (6) shall be excluded, irrespective of the legal status of the claim being enforced.
(2) The arrangements in accordance with paragraph (1) shall not apply to claims in accordance with Sections 1 and 4 of the German Product Liability Act. The same shall apply to initial incapacity or impossibility of performance.
(3) In so far as our liability is excluded or limited, this shall also apply to the personal liability of our administrative/operative staff, colleagues, representatives and vicarious agents.
(4) The limitation period for claims between us and the customer shall be in accordance with Section 6 paragraph (7), in so far as claims arising from manufacturer’s liability in accordance with Sections 823 et seq. of the German Civil Code are not concerned.

§ 8 – Guarantee of retention of title

(1) We reserve the ownership of the goods until the time that we have received all receivables that already exist at the time at which this contract was concluded, including all receivables from follow-up orders, subsequent orders and replacement part orders. In the event that the customer acts in breach of this contract, particularly in the event of default of payment, we shall be entitled to recover the goods. The recovery of goods on our part shall not constitute withdrawal from the contract, unless we have expressly declared this in writing. Attachment on our part shall always constitute withdrawal from the contract. We shall be entitled after recovery of the goods to sell them; the proceeds of sale shall be credited against the customer’s payment obligations, subject to deduction of appropriate costs of sale.
(2) The customer is obliged to treat the goods with care; in particular, it is obliged to take out adequate insurance cover against fire and water damage and theft equal to the cost of the item
as new at its own expense. In so far as maintenance and inspection works are necessary, the customer shall be required to carry these out in good time at its own expense.
(3) In the event of attachment or other interventions by third parties, the customer shall be required to inform us immediately in writing, in order that we may take legal action in accordance with Section 771 of the German Code of Civil Procedure. In so far as the third party is unable to reimburse us for the court costs or extra-judicial costs associated with legal action in accordance Section 771 of the German Code of Civil Procedure, the customer shall be held liable for the shortfall.
(4) The customer shall be entitled to sell on the goods in the proper course of business; however, it shall then transfer to us all receivables equal to the final invoice amount (including VAT) that accrue to it from the re-sale to its user or third parties, irrespective of whether the goods were sold on without or after modifications. The customer shall remain authorised to collect these receivables even after transfer. This shall not affect our entitlement to collect the receivables ourselves. However, we undertake not to collect the receivables for as long as the customer complies with its payment obligations from the collected proceeds, is not in default of payment and in particular no application for bankruptcy or insolvency proceedings has been filed and no cessation of payments has taken place. If this is the case, however, we may demand that that the customer notifies us of the transferred receivables and their debtors, provides all details required for collection, hands over the associated documents and informs the debtors (third parties) of the transfer.
(5) The customer shall transfer to us the receivables that accrue to it in respect of a third party as a result of combining the goods with property, as security for our claims in respect thereof.
(6) We undertake to release the securities that accrue to us upon the request of the customer, in so far as the value of our securities exceeds the receivables to be secured by more than 20%. The choice of the securities to be released shall be at our discretion.

§ 9 – Court of jurisdiction, place of performance

(1) In so far as the customer is a registered trader, our place of business shall determine the court of jurisdiction; however, we are entitled to bring an action against the customer at the court of the customer’s domicile.
(2) In so far as nothing to the contrary is stated in the order confirmation, our place of business shall be the place of performance.
(3) The customer is aware that its details will be stored and processed within the scope of the business relationship.

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