General Terms and Conditions of Business, Sales and Delivery
- The following terms and conditions shall apply exclusively to all deliveries; they shall also apply to future transactions in commercial business dealings and vis-à-vis legal entities under public law and special funds under public law, even if no reference has been made to them in individual cases.
- Deviating or additional terms and conditions of the customer which we do not expressly recognise in writing shall not be binding on us, even if we do not object to them in individual cases. Any deviating or additional terms and conditions accepted by us in writing shall in any case only apply to the individual contract.
2) Conclusion of contract - cancellations
- Our offers are subject to change. We reserve the right to make technical changes.
- All orders, additions and changes to an order are only accepted when we confirm them in writing.
- If an order is cancelled by the purchaser within one week of receipt of the order, we shall charge 15% of the order sum, but at least € 50; thereafter 50% until the time of readiness for dispatch. Cancellations of custom-made products are only possible in individual cases after consultation and before the start of production.
- Documents enclosed with our offer (illustrations, drawings, drafts, colour samples, etc.) are only approximately authoritative unless we designate them in writing as binding.
- Verbal agreements, subsidiary agreements, contract amendments or supplements require our written confirmation.
- The prices stated are net prices in euros. Value added tax shall be added in accordance with the rate applicable at the time of delivery. They are based on our current cost situation with the following proviso: If the costs of raw materials or other costs relating to production increase and if delivery takes place more than four months after conclusion of the contract, the seller shall be entitled to add a corresponding cost surcharge to the price.
- Our prices are ex works. Costs for packaging, freight and delivery shall be borne by the buyer or shall be shown separately in the order confirmation.
- Unloading and installation of the goods are not included in our services.
4) Terms of payment
- Payment is to be made within 14 days with a 2% discount from the value of the goods or within 30 days net. Freight costs (reimbursement of expenses) are to be paid immediately without deduction.
- In the case of cashless payment, we consider receipt of payment to be the irrevocable crediting to our account.
- In the case of initial business or orders for custom-made products or if there are doubts about the solvency of the customer, we are authorised to demand payment in advance before delivery or before the start of production.
- If the customer is in default with a payment, we are entitled to claim damages for default in accordance with §288 BGB (German Civil Code). Each party to the contract reserves the right to prove that the damage caused by default deviates from this.
- If the customer is more than 30 days in arrears with a payment from a contract existing with us, if he has suspended his payment or if a significant deterioration in his financial circumstances has occurred after conclusion of the contract, our claims from all contracts with the customer shall become due for payment immediately. Deferments or other deferments of payment shall cease.
- Our confirmation (see 2) b.) is decisive for the scope of delivery. In any case, we shall only be in default with a written reminder from the customer. Our delivery obligation shall be suspended as long as the customer is not only insignificantly in arrears with a liability.
- We reserve the right to correct and timely self-delivery to the commercial customer in any case.
- We are entitled to make partial deliveries, which we can invoice separately in each case.
6) Transfer of risk
- The risk shall pass to the customer at the latest when the goods are handed over to the forwarding agent or carrier, even if we have made the delivery or assumed the shipping costs.
- Any returns shall travel at the risk of the customer. Return shipments are to be packed by the sender in such a way that no transport damage can occur.
- After the goods leave our factory in perfect condition, any defects found are usually transport damage. The goods must be checked for possible transport damage and completeness directly upon delivery. If anything is not in order, the recipient must make a note of this on the carrier's consignment note in the presence of the driver and inform us immediately. In the event of complaints, any claim for damages will be lost if the recipient does not make a corresponding damage note on the receipt.
- The buyer's claims arising from defects in the purchased item for which we are responsible shall become statute-barred after 5 years. Cracks in the wood (hairline cracks) as well as resin flow in softwoods do not constitute a defect in the purchased item. They are an expression of the natural properties of wood as a natural material. Damage to paintwork and varnishing is not subject to the warranty for material defects. Hot-dip galvanised steel parts have a typical surface structure which also remains visible in colour-coated parts. This does not constitute a defect and is therefore not subject to the warranty.
- We shall provide warranty at our discretion by rectification or replacement delivery.
- If the replacement delivery or rectification fails at least twice within a reasonable period of time taking into account our delivery and performance possibilities, the customer shall be entitled to reduce the remuneration or to cancel the contract at his discretion.
- If the delivery item does not have expressly warranted characteristics, the customer may demand compensation instead of the above warranty rights within the scope of the purpose of the warranty that has become apparent. We shall only be liable for consequential damage caused by a defect in the event of intent or gross negligence on our part, on the part of our legal representatives or vicarious agents.
8) Retention of title
- We retain title to the goods delivered by us until the purchase price has been paid in full - vis-à-vis merchants, legal entities and corporations under public law until all claims, including future claims (current account claims), arising from the business relationship have been paid - including all ancillary claims and until any cheques deposited have been honoured.
- The extended retention of title shall apply. The buyer hereby assigns to us by way of security the claims to which he is entitled from the resale of the reserved goods. We accept the assignment.
- Processing of goods delivered by us shall be carried out on our behalf and free of charge and without any obligation on our part. If our goods are processed, combined or mixed with other products, we shall acquire co-ownership of the resulting products in the ratio of the invoice value of the reserved goods to the other processed goods at the time of processing, combination or mixing. In all other respects, the same shall apply to the resulting new products as to the goods subject to retention of title.
- If our goods are mixed or combined with other items and our ownership of the goods subject to retention of title thereby expires (§§ 947, 948 German Civil Code), it is hereby agreed that the purchaser's ownership of the mixed stock or the uniform item shall pass to us to the extent of the invoice value of our goods subject to retention of title and that the purchaser shall keep these goods for us free of charge.
9) General exclusion of liability
Claims for damages not expressly granted in these terms and conditions, irrespective of the legal grounds, in particular also from tort, are excluded. This shall not apply if the damage has been caused by us, our legal representatives, executives, vicarious agents or vicarious agents through intent or gross negligence or if there is an obligation to indemnify also for simple negligence because essential obligations for the contractual relationship or such obligations have been violated, the non-fulfilment of which typically entails damage to life and limb.
10) Final provisions
- The place of performance for both contracting parties is 71364 Winnenden. If the customer is a merchant, a legal entity under public law or a special fund under public law, Waiblingen is agreed as the place of jurisdiction.
- German law shall apply exclusively; the provisions of the uniform laws on the sale of goods shall be excluded.
- Should any provision of these terms and conditions be or become void, the validity of the remaining provisions shall not be affected thereby.
Nusser Stadtmöbel GmbH & Co. KG