General Terms and Conditions
Delivery and Installation Conditions
§1. Validity, place of performance, place of jurisdiction, applicable law
1.1 These conditions apply for business partners with merchant status, wherever the business forms part of the operation of their commercial trade, for a legal entity under public law or separate funds under public law. For all other business partners, and in particular for consumer contracts, statutory provisions apply.
1.2 Place of performance for all rights and obligations arising from this contract is the registered office of our company exclusively for both parties; the place of jurisdiction is likewise the registered office of our company as agreed.
1.3 The contract is subject to the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
§2. Offers and Conclusions of Contracts
2.1 Should delivery be agreed for a time which is later than 4 months after conclusion of the contract, we are entitled to pass increases in material prices, wages and taxes on to the ordering party as long as these are incurred a minimum of 4 months after conclusion of the contract.
2.2 The prices quoted exclude sales tax and packaging. VAT shall be invoiced at the rate applicable at the time of delivery.<br/> 2.3 Weight specifications are provided exclusively for freight determination.
2.4 Insofar as the contract was not already concluded verbally in person or by telephone in normal commercial practice, validity will only become effective with our order confirmation in writing. Subsequent modifications to the contract concluded in writing requires a written statement for reasons of legal certainty.
2.5 Any purchasing conditions of the ordering party which deviate from our "General Delivery and Installation Conditions" are herewith explicitly rejected; this objection also applies wherever the ordering party has prescribed a special form for the objection.
2.6 All data necessary for order processing is saved, the ordering party is in full agreement in this regard.
§3. Delivery time
3.1 Agreed delivery periods commence on the day of our order confirmation; if this confirmation is not granted, the delivery period commences on the day in which the order is accepted. In both cases, however, delivery periods are not commenced until all details of execution have been verified, and are observed if the goods have left the factory before the end of the delivery period. We are not in default of delivery if we are inhibited in the fulfilment of our delivery obligations due to unforeseen circumstances – regardless of whether this occurs in our factory or with the sub-suppliers – for which we can not be held responsible or despite exercising reasonable care according to the circumstances of the case, e.g. strikes, lockout, accidents and disruptions in operation which may lead to a partial or complete stoppage of work, delays in the supply of essential raw materials and operating materials, difficulties encountered in the energy supply or other events of force majeure.
3.2 We are entitled to provide partial deliveries and partial services to a reasonable extent.
3.3 Our liability for delays in delivery or services is limited to a max. 5 % of the net invoice value. This will not apply in the event of wilful intent, gross negligence or wherever the deadline(s) represents an essential contractual obligation in exceptional cases. The statutory right to withdraw from the contract remains unaffected.
§4. Acceptance, transfer of risk
If no acceptance has been agreed, all risk is transferred to the ordering party upon dispatch of the goods, otherwise upon acceptance. In the event of delays for dispatch or acceptance for which we can not be held responsible, risk is transferred to the ordering party upon notice of readiness for acceptance or dispatch; we are entitled to charge for the goods.
§5. Packaging, dispatch
The goods are packaged at our discretion as required. We will not accept liability for damage sustained to goods during transport. Packaging will be charged at cost price. We will not accept the return of packaging, means of protection and transport accessories unless otherwise agreed. If no specific instructions have been defined for dispatch, the method of dispatch will be decided at our discretion, with no responsibility on our behalf for the least expensive means of dispatch.
6.1 Our invoices are to be paid within 30 following the date of invoicing without any deductions, unless otherwise agreed.
6.2 A discount deduction is only permissible if it has been explicitly agreed, if the deadline has been met and all previous invoices have been paid in full.
6.3 We expressly reserve the right to the acceptance of bills of exchange or cheques; these shall be accepted for the purpose of payment only and are valid only after redemption of payment after they have been cashed. Discount expenses shall be charged to the ordering party and are to be reimbursed to us immediately in cash.
6.4 The ordering party is entitled to a right of retention only with regard to undisputed or legally binding counter-claims. Offsetting against counter-claims is only permissible only insofar as this has been recognised by us and are determined to be due for payment or are legally binding
6.5 All of our outstanding balances, including those for which we have accepted bills of exchange, are immediately due for payment wherever the terms of payment have not been met or if after respective conclusion of the contract we are made aware of circumstances which appear to diminish creditworthiness of the ordering party. Moreover, we are entitled in such cases to execute any outstanding deliveries only against advance payment, as long as the ordering party has not previously provided security for our payment. Following an appropriate period, we are entitled to withdraw from the contract and to prohibit the further sale of delivered goods under the reservation of ownership, or to demand their return or transfer of direct ownership at the expense of the ordering party.
§7. Reservation of ownership
7.1 The goods are delivered under reservation of ownership pursuant to § 449 BGB with the following additions.
7.2 The seller reserves the right to ownership of the goods until all payments from the delivery agreement have been received, including those for any additionally owed ancillary services. In the event of default of payment, the seller is entitled to return of the goods, following the issue of a reminder, and the purchaser is obliged to surrender the goods. This also applies for any other breach of contract by the purchaser. With enforcement of retention of ownership, as well as potential seizure of the goods by the seller, the contract is only revoked if a reasonable deadline specified by the seller for the service has elapsed and the seller has expressly declared withdrawal on his behalf.<br/> 7.3 In the event of seizure of the goods or other interventions by a third party, the seller must be notified immediately by the purchaser in this regard.
7.4 Filing for commencement of insolvency proceedings entitles the supplier to withdraw from the contract and to demand the immediate return of delivered goods.
7.5 The purchaser is entitled to resell the delivered goods within the proper course of business. However, the purchaser assigns all payments accrued by him from the resale to the consumer or to a third party to the seller. The purchaser remains entitled to collect these receivables even following withdrawal from the contract. The right of the purchaser to collect these receivables independently remains unaffected. The purchaser is obligated not to collect the receivables, however, as long as
the buyer correctly fulfils his contractual terms of payment or
- the authority to collect has not been revoked
- or no application has been filed to commence insolvency proceedings.
Otherwise the seller can demand that the purchaser
- notify the seller of any assigned accrued claims and respective debtors,
- provides all particulars required for collection,
- and surrender all relevant documents and to notify the debtors of the assignment, wherever this has not already been instigated by the seller. If the delivered goods are resold together with other goods which were not supplied by the seller, the debt owed to the purchaser by the consumer shall be deemed to be assigned to the amount of the purchase price agreed between the seller and the purchaser.
7.6 The seller retains ownership of the goods until all outstanding payments from the business relationship with the seller have been settled by the purchaser, as well as any future claims, including those from contracts concluded at the same time or subsequently. This also applies wherever individual or all claims of the seller are included in an open account and the balance has been settled and acknowledged. In the event of default of payment, the seller is entitled to return of the goods, following the issue of a reminder, and the purchaser is obliged to surrender the goods. This also applies for any other breach of contract by the purchaser.
7.7 With enforcement of retention of ownership, as well as potential seizure of the goods by the seller, the contract is only revoked if a reasonable deadline specified by the seller for the service has elapsed and the seller has expressly declared withdrawal on his behalf.
7.8 The processing or alteration of the reserved goods is always undertaken by the purchaser for the seller. If the reserved goods are processed with other goods which were not supplied by the seller, the seller acquires co-ownership of the new items at a ratio of the value of the reserved goods to the other processed items at the time of processing.
7.9 If reserved goods of the seller are connected or irreversibly mixed with other moving goods to a form a unique item, and the other item is considered to be the main item, the purchaser shall transfer a proportionate share in the co-ownership to the seller, insofar as the main item belongs to the purchaser. The purchaser shall preserve ownership or co-ownership for the seller. Otherwise, the same applies for the item produced by processing or alteration, or by connection or mixing, as with the reserved goods.
§8. Warranty and exclusion of liability
8.1 In the event of damage sustained during transport, thus externally discernible damage to packaging or transported materials, the recipient is obligated to request written certification from the shipping company accordingly. In this case, the shipping company must not simply be issued a signed acknowledgement of receipt.
8.2 Other defective deliveries, and this includes deliveries which deviate from the order in particular, must be reported in writing no later than within 8 days after the defect occurred for externally discernible damage, and within 8 days for concealed damages; the shipment date and the date of receipt of the response letter are decisive for determining the deadline. The deviation from the order or the respective defect must be described meticulously.
8.3 If the ordering party resells the goods and then has recourse due to warranty claims, the complaint period specified in clause 2 then also applies wherever the ordering party has not inspected the goods themselves and the defect would have been discernible to the ordering party had they performed a customary inspection.<br/> 8.4 Warranty claims are no longer applicable if the ordering party fails to provide vital information regarding anticipated stresses, or wherever the cause of the defect can be traced back to violation of the installation instructions, improper use or handling, exceptional and unforeseeable strains, natural wear or interventions or repair undertaken by the ordering party or a third party. For doors featuring automatic actuator, regular upkeep and maintenance applies in addition to proper handling. Warranty claims presuppose that the ordering party adheres to the maintenance intervals defined by us and pursuant to the accident-prevention guidelines (APG), and can provide evidence in this regard. This does not apply as long as the ordering party has concluded a maintenance agreement with us or with a company authorised by us.
8.5 Wherever we have been commissioned with installation of the delivered item, we are entitled to request a visual inspection upon completion, i.e, an optical assessment of the goods to be carried out together with the ordering party. In this regard, the ordering party must delegate an authorised person within 6 hours of regular working time following our request. Externally discernible defects of the goods are to be documented in a report. We are obligated to rectify this defect immediately. A visual inspection is then performed again. A report is to be signed by both parties. If there are no visible defects, and in particular external damage to the goods noted in the content of the report, we will accept no future liability of any kind which applies in the event of such defects. The same applies if the ordering party refuses a visual inspection on the due date.
8.6 In the event of justified complaints submitted in due time, we are entitled to either rectify the defect or to provide a replacement delivery at our discretion. If rectification of the defect or provision of the replacement delivery is not successful, the ordering party is then entitled at his discretion either to withdraw (annulment of the contract) or to request a proportionate lowering of the purchase price (reduction). In the event of reworking and replacement delivery, we shall bear all costs accrued in this regard. This will not apply wherever these costs are increased as a result of the purchased goods being relocated to a location other than the residence or place of business of the ordering party, or to any other destination subsequent to delivery. If the delivered goods are returned or exchanged, the ordering party must ensure that these goods are properly packaged prior to transport. Ownership of goods for which we have provided a replacement is once again transferred to us.
8.7 We shall accept liability in accordance with statutory provisions wherever the ordering party asserts claims for damages which are based on wilful intent or gross negligence, including wilful intent or gross negligence of our vicarious agents, moreover, if we fraudulently conceal a defect - or if we undertook a guarantee of the existence of a feature, for culpable violation of life, body or health, as well as breach of the Product Liability Act. We are also liable for the culpable breach of essential contractual duties. In the case of minor negligent breach of an essential contractual duty, liability is limited to the foreseeable damages typical for the contract. Otherwise, the liability for damages is excluded. 8.8 Claims for defects in accordance with purchase rights become time-barred – except in the case of wilful intent, gross negligence, fraudulent intent or violation of life, body or health – in twelve months.
9.1 If the ordering party withdraws from the contract for reasons for which we can not be held responsible, or does not accept our services despite setting of a deadline and extended deadline, we are entitled on our part to withdraw from the contract. Withdrawal will become effective upon receipt of the written declaration of withdrawal by the ordering party. In this case, we are entitled to request a lump-sum compensation. Should a withdrawal be instigated at a time in which we have not yet commenced production of the goods, this lump-sum compensation equates to 20% of the order value. Following commencement of production, the lump-sum compensation equates to 70% of the order value as production which has already been commenced can no longer be discontinued and the finished product can not be stored at our premises. From experience, the achievable returns will then equate to approx. 30% of the order value. The lump-sum compensation following commencement of production can then only be asserted if this has been stipulated to the ordering party in the order confirmation. The ordering party reserves the right to provide evidence of lesser losses, and we reserve the right to assert higher claims for damages.
9.2 Moreover, we also retain the right to withdrawal in the event of cases of force majeure and similar instances listed under §3 Clause 1, as long as we can not be held responsible for the fault at hand, and a subsequent service can not be expected due to difficulties in meeting the deadline or the potential jeopardising of other orders, for example.
§10. Additional installation conditions
10.1 As a rule, installations are to be requested 14 days prior to the desired installation date. We will promptly forward you a corresponding request form in this regard.
10.2 Configurations of the VOB Part C DIN 18360 are essential for our installations.
10.3 The following services are to be provided on site before commencing installation:
Suitable access must be guaranteed for delivery of the respective equipment.
- A storage area secured against theft and damage must be provided in close proximity to the installation position.
- All essential resources such as power, lifting platforms or crane, forklift truck, equipment for transport from the storage area to the installation site and as an installation accessory, scaffolding of at least 2m in height must be available throughout the installation period, including outside of the regular working hours of the customer.
- It must be ensured that the services being provided by us can be carried out without impedance and interruption, including outside of the regular working hours of the customer; in particular, the installation positions must remain freely accessible to the installation technicians, the work must not be impeded by other trades or similar and hindrances such as cables and channels must be cleared within the area of installation for the duration of this work.
10.4 Surcharges: Services carried out outside of our regular working hours will be charged by us accordingly as surcharges, wherever the ordering party expressly wishes the installation work to be carried out or continued during these times, or wherever these services are necessary due to circumstances for which the ordering party is responsible.
10.5 Waiting times: All waiting times will be charged at cost in addition to our respectively applicable daily rates, as long as the delay for commencing installation or interruptions during installation is caused as a direct result of a lack of on-site requirements or impedances.<br/> 10.6 Instructions from the site management to perform additional work which is not part of our contractually agreed service will be carried out on an hourly rate basis in accordance with our respectively applicable daily rates. Removal from site and disposal of existing doors dismantled by us is not included within the scope of our services.<br/> 10.7 Should it be determined during installation that elements are to be installed in aerated concrete / Poroton or hollow block tiles, the additional time which this requires will be calculated separately. This does not apply if this has been agreed accordingly in advance.<br/> 10.8 As soon as installation is complete and the ordering party has been notified in this regard, a visual inspection of the goods must be performed. In this respect, we refer you to §8, Clause 5.
§11. Copyright confidentiality
Images or drawings remain the property of the seller. Violations in this regard will result in criminal proceeding. Both contractual parties are obligated to retain drawings and documentation, information and all other data made available to them within the context of this agreement and its implementation in strict confidentiality. This material should not be made available to third parties and may only be used for the purposes of this agreement. Employees are also obligated to a pledge of confidentiality, likewise all persons involved in the implementation of this agreement wherever any scope of influence exists, and in particular a contractual commitment. In the event of the aforementioned obligations being violated, the aggrieved party is entitled to claim all consequential damages in full.
§12. Validity of the conditions
These conditions retain their validity even in the event that one or more of the conditions are, or become ineffective.