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General Terms and Conditions of Delivery and Business of DÖKA Feuerlöschgerätebau GmbH

I Scope of application and conditions

  1. These General Terms and Conditions (GTC) apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). The following GTC apply to all deliveries and other services to be provided by us. In the case of permanent business relationships or framework agreements, our GTC shall also apply to all future delivery relationships, even if they are not expressly referred to again.
  2. Deviating, conflicting or supplementary general terms and conditions of the customer shall not become part of the contract, even if we are aware of them, unless their validity is expressly agreed to in writing.

II Offer, conclusion of contract

  1. Our offers are subject to change unless otherwise stated in the written confirmation. We reserve the right to make technical changes and changes in shape, colour and/or weight within reasonable limits.
  2. Technical specifications in brochures, catalogues, printed matter, price lists etc. correspond to the status at the time of printing and are only approximate unless they are expressly designated as binding.

III Prices and terms of payment

  1. Unless otherwise agreed, prices are ex works, i.e. excluding shipping costs, packaging and statutory VAT.
  2. Unless otherwise agreed, our invoices are payable in EURO without deduction within 14 days of the invoice date. Invoices are only eligible for a discount after the invoice date. The bringing forward of more recent invoices for the purpose of discount deduction shall not be recognised. Payment transaction costs shall be borne by the customer. Payments shall first be offset against costs, then against interest and then against the oldest principal claim.
  3. The minimum order value is 75.00 EURO based on the net value of the goods, excluding freight, postage and packaging. We reserve the right to charge a processing fee of 20.00 EURO for net goods value of less than 75.00 EURO.
  4. Receipt of payment shall be deemed to be the day on which we can dispose of the amount. In the event of late payment, we may demand interest on arrears at a rate of 8% p.a. above  the respective base interest rate in accordance with § 247 BGB.
  5. The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship, has been recognised by declaratory judgement or is undisputed.

IV Order, delivery, delivery times

  1. We can accept orders within 2 weeks. They shall be deemed accepted either by our written order confirmation or by delivery of the goods.
  2. Compliance with deadlines for deliveries requires the timely receipt of all documents, releases and authorisations to be provided by the customer as well as compliance with the agreed terms of payment and other obligations by the customer. If these conditions are not fulfilled in good time, the deadlines shall be extended accordingly.
  3. The delivery deadlines stated by us are approximate deadlines. The determination of the delivery period is subject to the correct and timely delivery to us by our suppliers, taking due care to conclude congruent covering transactions. The delivery deadline shall be deemed to have been met if the consignment has been dispatched within the delivery deadline or notification has been given that the delivery is ready. If delivery is delayed for reasons for which the customer is responsible, the deadline shall generally be deemed to have been met upon notification of readiness for dispatch within the agreed deadline. The delivery period shall be extended appropriately if, at the request of the customer, orders that have already been confirmed are amended with our consent.
  4. If non-compliance with the deadlines is due to force majeure, e.g. mobilisation, war, riot or similar events, e.g. strike, the deadlines shall be extended accordingly.

V Terms of delivery, industrial property rights

  1. Our order confirmation is decisive for the content and scope of the contract. Partial deliveries to a reasonable extent are permissible. They shall be regarded as fulfilment of independent contracts and shall be paid for separately.
  2. Technical changes that prove necessary for production reasons, product maintenance, legal requirements or other reasons are permissible. If the customer becomes aware of changes, he must inform us immediately if he considers them to be unauthorised.
  3. We reserve the property rights and copyrights to all documents provided by us. Any disclosure or transfer to third parties requires our written consent. The customer‘s documents may be made accessible to third parties to whom we wish to transfer deliveries and services.
  4. Orders based on drawings, sketches or other information provided to us shall be executed at the risk of the customer. If we infringe third-party property rights as a result of the fulfilment of such orders, the customer shall indemnify us against claims by third-party rights holders. Any further damages shall be borne by the customer.

VI Transfer of risk, transport and acceptance

  1. Even in the case of carriage paid delivery, the risk shall pass to the customer when the delivery has been dispatched or collected. This shall apply irrespective of whether the goods are dispatched or collected from the place of fulfilment. At the customer‘s request and expense, we will insure deliveries against the usual transport risks.

VII Delay in delivery, default in acceptance, breach of duty by the customer

  1. If we fail to meet the delivery date or delivery deadline, the customer shall be obliged to set us a reasonable grace period in writing. If we culpably fail to deliver within the grace period set, the customer shall be entitled to withdraw from the contract. Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.
  2. The customer may not refuse to accept goods due to insignificant defects.
  3. If the customer is in default of acceptance or culpably violates other obligations to co-operate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses.

VIII Retention of title

  1. Items of the deliveries (goods subject to retention of title) shall remain our property until all our claims against the customer arising from the business relationship have been fulfilled.
  2. We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20 %.
  3. The customer is entitled to resell the reserved goods in the ordinary course of business, provided that he receives the agreed remuneration or no prohibition of assignment is agreed. The customer hereby assigns to us by way of security the claim to the purchase price arising from the sale. However, he shall remain authorised to collect the claims assigned by way of security as long as this authorisation is not revoked. The authorisation can be revoked if the customer culpably fails to meet or no longer meets his contractual obligations. If the direct debit authorisation is revoked, we shall be entitled to notify the customer of the assignment. The customer must immediately provide the documents required for notification of the assignment and for collection.
  4. For the duration of the retention of title, the customer is prohibited from pledging the goods or assigning them as security. In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must inform us immediately.
  5. In the event of damage to or other impairment of the reserved goods, the customer must inform us immediately. If the customer incurs claims against third parties as a result of the damage or impairment, he hereby assigns these claims to us by way of security; we hereby accept the assignment.
  6. In the event of breaches of duty by the customer, in particular default in payment, we shall be entitled to withdraw from the contract and take back the goods after the unsuccessful expiry of a reasonable deadline set for the customer. The statutory provisions on the dispensability of setting a deadline shall remain unaffected. The customer is obliged to surrender the goods.
  7. Lacking or no longer existing creditworthiness shall be assumed in particular if insolvency proceedings have been applied for against the customer‘s assets, in the event of default in payment, the suspension of payments, the presentation of uncovered cheques or the initiation of enforcement measures

IX Warranty, material defects

  1. We shall not be liable for material defects caused by unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, normal wear and tear, faulty or negligent handling, nor for the consequences of improper modifications or repair work carried out by the customer or third parties without our consent. The same applies to defects that only insignificantly reduce the value or suitability of the goods.
  2. We must be given the opportunity to ascertain the defect complained of. Rejected goods must be returned to us immediately upon request. If the customer does not fulfil these obligations or makes changes to the goods already complained about without our consent, he shall lose any claims for material defects.
  3. In the event of defects, we shall initially be liable at our discretion for rectification or replacement delivery.
  4. If the subsequent fulfilment fails, the customer may, at his discretion, demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal). However, in the event of only a minor breach of contract, in particular in the case of only minor defects, the customer shall not be entitled to withdraw from the contract. If the customer asserts claims for damages due to a defect, the restrictions stated in § 7 shall apply.
  5. The customer must inspect the goods immediately upon receipt and must notify us of obvious defects immediately, hidden defects immediately after their discovery; otherwise the assertion of claims for defects is excluded. The customer shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the notification of defects.
  6. Claims for defects shall lapse within one year of delivery. The same shall apply from the time at which the customer is in default of acceptance.
  7. We do not provide the customer with any further guarantees in the legal sense.

X Limitations of liability

  1. We are always liable without limitation for our own wilful or grossly negligent breaches of duty. We are also always liable without limitation in cases of injury to life, limb or health and in the event of defects, insofar as we have assumed guarantees or defects have been fraudulently concealed. For damages arising from the breach of an essential contractual obligation (i.e. an obligation whose fulfilment enables or includes the proper execution of the contract or the provision of services, such as the main performance obligations, and on whose compliance the contractual partner regularly relies and may rely), our liability is limited to compensation for the foreseeable, typically occurring damage. Otherwise, our liability for slight negligence is excluded, in particular in cases of indirect, incidental damages, consequential damages; losses due to business interruption; loss of profits; loss of revenue; loss of goodwill; unrealised savings or loss of data. Mandatory statutory provisions, such as those of the Product Liability Act, remain unaffected, i.e. this limitation of liability does not apply in cases of mandatory statutory liability

XI Return of goods

  1. The return of faultless goods requires our prior written consent.
  2. For the return of the goods, we charge a flat-rate processing fee of 25% of the value of the goods. The customer shall also bear all transport costs, costs of incoming goods inspection, costs of packaging, repackaging and any repairs.

XII Place of jurisdiction, applicable law, final provisions

  1. The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
  2. The place of fulfilment and exclusive place of jurisdiction for all disputes arising from this contract is our registered office.
  3. The data protection provisions available on the website www.doeka-kassel.de shall apply.
  4. Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills this gap.

 

Kassel, June 2023