General Terms and Conditions
1. Construction Services
For all construction services (joinery and interior fit-out work), including installation, the German Construction Contract Procedures (VOB/B) in the version applicable at the time the contract is concluded shall apply, provided that the contract is awarded by a contracting party operating in the construction industry.
Where construction services are commissioned by a private customer, VOB/B shall only form part of the contract if this has been separately agreed and the customer has been provided with the complete text of VOB/B prior to conclusion of the contract.
2. Services and Supplies Other Than Construction Services
For services provided to public-sector contracting authorities where the German Contracting Rules for the Award of Public Service Contracts – excluding construction services (VOL/B) are mandatory for the contracting authority, the provisions of VOL/B in the version applicable at the time the contract is concluded shall apply.
3. Acceptance of Orders
All quotations shall remain non-binding until the order has been accepted.
The customer shall notify us in writing of any terms and conditions that deviate from these General Terms and Conditions. In particular, any differing purchasing terms and conditions of the customer shall only become part of the contractual relationship if expressly accepted by us in writing.
4. Services, Supplies Other Than Construction Services and Other Products
The provisions of Sections 4.1 to 4.7 shall apply to the manufacture, supply and repair of furniture and other items, the sale of goods and any services that do not constitute construction services within the meaning of Section 1 above, as well as to construction services for which the application of VOB/B pursuant to Section 1 has not been agreed.
4.1 Force Majeure and Delays
If the contractor’s performance is delayed due to force majeure – meaning circumstances or events that could not have been prevented despite the exercise of due care and proper business management, including, in particular, strikes, lockouts, significant operational disruptions, accidents, labour disputes, delayed or defective supplies of necessary raw materials, semi-finished or finished products, regulatory requirements, official orders or other measures imposed by public authorities – or due to lawful strikes, circumstances beyond the control of the contractor or its suppliers, or adverse weather conditions, the agreed delivery period shall be extended by the duration of the delay.
4.2 Warranty
Any apparent defects must be notified in writing within two weeks of delivery of the goods or acceptance of the services.
After expiry of this period, warranty claims relating to apparent defects may no longer be asserted.
4.3 Remedies for Defects
In the event of a justified claim relating to defects, the contractor shall be entitled, at its discretion, either to remedy the defect or to provide a replacement in return for the defective item.
As long as the contractor duly fulfils its obligation to remedy the defect, the customer shall not be entitled to demand a reduction in the purchase price or to withdraw from the contract unless the attempt to remedy the defect has failed.
If rectification or replacement is impossible, unsuccessful or refused, the customer may, at its discretion, demand an appropriate reduction in price or withdraw from the contract.
4.4 Variations in Materials and Finish
Minor and reasonable variations in dimensions and finish, including colour and texture, particularly in the case of repeat orders, are permissible insofar as such variations are inherent in the nature of the materials used, such as solid wood and solid surface materials, and are customary for such materials.
4.5 Payment
Once the contractor has duly performed the contractual services and these have been accepted, the invoiced amount shall be payable without deduction of any cash discount, unless otherwise agreed.
4.6 Compensation in the Event of Termination
If the customer terminates the contract for works before commencement of the works, the contractor shall be entitled to claim compensation amounting to 5% of the total contract value.
The customer shall remain entitled to demonstrate that the actual loss incurred was lower.
4.7 Place of Performance and Liability
The place of performance shall be the location of our respective branch office.
Goods shall be dispatched to the customer at the customer’s risk and expense. Transport insurance shall only be arranged upon the customer’s written request.
We warrant that our products comply with the regulations applicable in the Federal Republic of Germany at the time of delivery.
For deliveries outside Germany, an equivalent warranty shall only apply if expressly agreed in writing with the contracting party.
This warranty shall not apply to deliveries or orders for goods designated as “models”, “samples” or “prototypes”.
Unless a longer statutory period applies, the warranty period shall be two years from the date of delivery.
5. Consequential Loss Arising from Defects
Claims for damages relating to loss or damage that has not occurred to the delivered item or the work itself shall become time-barred after six months; in the case of buildings, the limitation period shall be five years.
The limitation period shall commence upon acceptance of the work.
6. Payment
6.1 Bills of Exchange and Cheques
Payment by bill of exchange shall only be permitted where specifically agreed.
Bills of exchange and cheques shall only be accepted on account of payment and shall not constitute payment in full until honoured. Any charges and taxes relating to bills of exchange shall be borne by the customer (§ 364 German Civil Code – BGB).
Version: September 2006
6.2 Reminder Fees
A flat-rate fee of EUR 6.00 shall be charged for each payment reminder. No such fee shall be charged for the first reminder.
6.3 Debt Collection
If a debt collection agency is instructed to recover an outstanding amount following the debtor’s default in payment, the debtor shall bear the costs arising from such instruction. Any success-based collection fee shall remain payable by the creditor.
7. Set-Off
The customer may only set off claims that are undisputed or have been finally determined by a court of law.
8. Retention of Title
8.1
In the case of an ongoing business relationship, the goods supplied shall remain the property of the supplier until all claims arising from the current-account or business relationship have been paid in full.
8.2
Where a current-account relationship exists, the retention of title shall continue to apply even after the relevant claims have been entered into the current account or the account has been balanced.
8.3
The customer shall immediately notify the contractor in writing of any attachment or seizure of goods subject to retention of title and shall inform the relevant creditors of the contractor’s retention of title.
The customer shall not be entitled to sell, give away, pledge or transfer by way of security any items supplied subject to retention of title, except as permitted below.
Until all claims arising from the business relationship, including any refinancing or reverse bills of exchange, have been paid in full, the seller shall retain title to the goods supplied. Such goods may only be sold in the ordinary course of business.
8.4
Where goods are supplied for use in a business operated by the customer, the goods may be resold in the ordinary course of business.
In such case, the customer’s claims against its purchaser arising from the resale are hereby assigned to the contractor in an amount equal to the invoice value of the goods supplied subject to retention of title.
Where the goods are resold on credit, the customer shall retain title to the goods vis-à-vis its purchaser. The customer hereby assigns to the contractor all rights and claims arising from such retention of title.
8.5
If goods subject to retention of title are incorporated as essential components into property owned by the customer, the customer hereby assigns to the contractor, in an amount equal to the invoice value of such goods and together with all ancillary rights, any claims arising from the sale of the property or rights relating to that property.
8.6
If goods subject to retention of title are incorporated by the customer, or on the customer’s behalf, as essential components into property belonging to a third party, the customer hereby assigns to the contractor any claims for payment arising against that third party or any other relevant party in an amount equal to the invoice value of the goods subject to retention of title, together with all ancillary rights.
If goods subject to retention of title are processed, combined or mixed with other items by the customer, the contractor shall acquire co-ownership of the resulting item in proportion to the invoice value of the goods subject to retention of title relative to the value of the other items.
8.7
At the customer’s request, the contractor undertakes to release, at its discretion, securities to which it is entitled under the above provisions insofar as the realisable value of such securities exceeds the secured claims by more than 20%.
9. Ownership and Copyright
The contractor retains all ownership rights and copyrights in cost estimates, designs, drawings and calculations.
Such documents may not be used, reproduced or made available to third parties without the contractor’s prior consent.
If no order is placed, the documents shall be returned without delay.
10. Place of Jurisdiction, Governing Law and Final Provisions
The place of jurisdiction shall be Mühlhausen, Germany.
These contractual relations shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Should one or more provisions of these General Terms and Conditions, any other provision of the contract or any provision subsequently incorporated into the contract be or become wholly or partially invalid or unenforceable for any reason, the validity of the remaining provisions of the contract and these General Terms and Conditions shall remain unaffected.
The same shall apply if the contract is found to contain an omission or gap.
Any invalid or unenforceable provision, or any contractual gap, shall be replaced by an appropriate provision that, to the extent legally permissible, comes as close as possible to the intention of the parties under these General Terms and Conditions and the relevant contract, had the parties considered the matter when concluding the contract or when subsequently incorporating the relevant provision.
The same shall apply where a provision is invalid due to the stipulated scope of performance or a stipulated period or deadline. In such case, a legally permissible scope of performance, period or deadline that comes as close as possible to the parties’ original intention shall be deemed to have been agreed.