I Scope 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 ongoing business relationships or framework agreements, our GTC shall also apply to all future supply relationships, even if no further explicit reference is made to them.
2. Any general terms and conditions of the customer that differ from, conflict with or supplement these terms and conditions shall not form 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 quotations are subject to change without notice, unless otherwise stated in the written confirmation. We reserve the right to make technical changes, as well as changes to shape, colour and/or weight, within reasonable limits.
2. Technical specifications in brochures, catalogues, printed materials, price lists, etc. reflect 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 euros without deduction within 14 days of the invoice date. Invoices are eligible for a discount only from the invoice date onwards. We do not accept the early settlement of more recent invoices for the purpose of claiming a discount. Costs associated with payment transactions shall be borne by the customer. Payments shall first be applied to costs, then to interest and subsequently to the oldest principal claim.
3. The minimum order value is 100.00 euros based on the net value of the goods, excluding freight, postage and packaging. For a net goods value of less than 75.00 euros, we reserve the right to charge a processing fee of 20.00 euros.
4. The date on which we are able to dispose of the amount shall be deemed the date of receipt of payment. In the event of late payment, we may charge default interest at a rate of 8% p.a. above the relevant base rate in accordance with Section 247 of the German Civil Code (BGB).
5. The customer may only exercise a right of retention if their counterclaim is based on the same contractual relationship, has been legally established or is undisputed.
IV Ordering, Delivery, Delivery Times
1. We may accept orders within two weeks. Orders are deemed accepted either upon our written confirmation of the order or upon delivery of the goods.
2. Compliance with delivery deadlines is subject to the timely receipt of all documents, approvals and authorisations to be provided by the customer, as well as the customer’s compliance with the agreed terms of payment and other obligations. If these conditions are not met in good time, the deadlines shall be extended accordingly.
3. The delivery deadlines stated by us are approximate. The delivery deadline is determined with due care in concluding corresponding covering transactions, subject to correct and timely supply to us. The delivery period shall be deemed to have been met if the consignment has been dispatched within the delivery period or notification of readiness for dispatch has been given. If delivery is delayed for reasons for which the customer is responsible, the delivery period shall generally be deemed to have been met upon notification of readiness for dispatch within the agreed period. The delivery period shall be extended appropriately if, at the purchaser’s request, orders that have already been confirmed are amended with our consent.
4. If failure to meet the deadlines is attributable to force majeure, e.g. mobilisation, war, civil unrest, or to similar events, e.g. strikes, the deadlines shall be extended appropriately.
V Terms of Delivery, Intellectual Property Rights
1. Our order confirmation shall govern the content and scope of the contract. Partial deliveries of a reasonable extent are permitted. They shall be deemed to fulfil separate contracts and are to be paid for separately.
2. Technical modifications which prove necessary for manufacturing reasons, product maintenance, legal requirements or other reasons are permitted. Should the customer become aware of any changes, they must notify us immediately if they consider them to be unacceptable.
3. We reserve ownership rights and copyright in all documents provided by us. Disclosure or transfer to third parties requires our written consent. The customer’s documents may be made available to third parties to whom we intend to subcontract deliveries and services.
4. Orders based on drawings, sketches or other specifications provided to us shall be carried out at the purchaser’s risk. If, as a result of carrying out such orders, we infringe third-party intellectual property rights, the purchaser shall indemnify us against any claims by third-party rights holders. The purchaser shall bear any further damages.
VI Transfer of risk, transport and acceptance
1. Even in the case of carriage paid delivery, the risk passes to the customer once the goods have been dispatched or collected. This applies regardless of whether the goods are dispatched or collected from the place of performance. At the customer’s request and expense, we will insure deliveries against the usual transport risks.
VII Delay in delivery, default of acceptance, breaches of duty by the customer
1. If we fail to meet the delivery date or delivery deadline, the customer is obliged to set us a reasonable grace period in writing. If we fail to deliver within the grace period through our own fault, the customer is entitled to withdraw from the contract. Any further statutory claims and rights of the customer arising from a delay in delivery remain unaffected.
2. The customer may not refuse to accept goods on the grounds of minor defects.
3. If the customer is in default of acceptance or culpably breaches other obligations to cooperate, we shall be entitled to claim compensation for the damage incurred by us in this respect, including any additional expenses.
VIII Retention of title
1. The goods supplied (goods subject to retention of title) remain our property until all claims to which we are entitled against the customer arising from the business relationship have been settled.
2. We undertake to release the securities to which we are entitled at the purchaser’s request, insofar as their value exceeds the claims to be secured by more than 20%.
3. The purchaser is entitled to resell the goods subject to retention of title in the ordinary course of business, provided that they receive the agreed remuneration or no prohibition on assignment has been agreed. The customer hereby assigns to us, by way of security, the claim for the purchase price arising from the sale. However, the customer remains authorised to collect the claims assigned by way of security, provided this authorisation is not revoked. This authorisation may be revoked if the purchaser culpably fails to fulfil or ceases to fulfil his contractual obligations. In the event of revocation of the authorisation to collect, we shall be entitled to give notice of the assignment. The purchaser must immediately make available the documents necessary for giving notice of the assignment and for collection.
4. Whilst the retention of title remains in force, the Customer is prohibited from pledging the goods or transferring them by way of security. In the event of attachment, seizure or any other disposition or intervention by third parties, the Customer must notify us immediately.
5. In the event of damage to or any other impairment of the goods subject to retention of title, the customer must notify us immediately. Should the customer have any claims against third parties arising from such damage or impairment, the customer hereby assigns such claims to us by way of security; we hereby accept such assignment.
6. In the event of breaches of duty by the Customer, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and reclaim the goods following the fruitless expiry of a reasonable period set for the Customer to perform. The statutory provisions regarding the dispensability of setting a deadline remain unaffected. The Customer is obliged to surrender the goods.
7. A lack of creditworthiness or a loss of creditworthiness shall be presumed in particular where insolvency proceedings have been initiated against the purchaser’s assets, in the event of default in payment, the suspension of payments, the presentation of uncovered cheques or the initiation of enforcement proceedings.
IX Warranty, Material Defects
1. We shall not be liable for material defects arising from unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, normal wear and tear, or incorrect or negligent handling; nor shall we be liable for the consequences of 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. Goods subject to complaint must be returned to us immediately upon request. If the customer fails to comply with these obligations or carries out modifications to the goods already subject to complaint without our consent, they shall forfeit any claims for material defects.
3. In the event of defects, we shall initially be liable, at our discretion, for rectification or replacement.
4. If the subsequent performance fails, the customer may, in principle, at their discretion, demand a reduction in the price (abatement) or rescission of the contract (withdrawal). However, in the event of 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.
5. If the customer asserts claims for damages on the grounds of a defect, the limitations set out in § 7 shall apply.
6. The customer must inspect the goods immediately upon receipt and must notify us of any obvious defects without delay, and of any hidden defects immediately upon their discovery; otherwise, the assertion of claims for defects is excluded. The customer bears the full burden of proof for all prerequisites of the claim, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the notice of defects.
7. Claims for defects shall become time-barred one year after delivery. The same shall apply from the time the customer is in default of acceptance.
8. The customer shall receive no further guarantees from us in the legal sense.
X Limitations of liability
1. We shall always be liable without limitation for any breaches of duty on our part committed intentionally or through gross negligence. We shall also always be liable without limitation in cases of injury to life, limb or health, and in the event of defects, provided that we have given guarantees or have fraudulently concealed such defects. For damages arising from a breach of a material contractual obligation (i.e. an obligation whose fulfilment enables or involves the proper performance of the contract or the provision of services, such as the main obligations, and on whose compliance the contracting party regularly relies and is entitled to 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 or consequential damage; losses resulting from 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; that is to say, this limitation of liability does not apply in cases of mandatory statutory liability.
XI Return of goods
1. The return of goods free from defects requires our prior written consent.
2. We charge a flat-rate handling fee of 25% of the value of the goods for the return of goods, subject to a minimum charge of €50.00. The customer shall also bear all transport costs, costs of goods receipt inspection, packaging, repackaging, necessary repairs and disposal.
XII Jurisdiction, Applicable Law, Final Provisions
1. The law of the Federal Republic of Germany shall apply. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
2. The place of performance and the exclusive venue for all disputes arising from this contract shall be our registered office.
3. The privacy policy available on the website www.doeka-kassel.de shall apply.
4. Should any provision 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 as close as possible to the economic purpose of the invalid provision, or to fill the loophole.
Kassel, June 2023