Conditions générales

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I. GENERAL

§ 1 – Scope

  1. These General Terms and Conditions apply to all our business relationships with our customers, in particular for contracts on the sale and/or delivery of movable property (hereinafter referred to as: “goods”) without taking into account whether or not we manufactured the goods ourselves or purchased them from suppliers, as well as for contracts on the hire of movable property.
  2. In their respective version, the General Terms and Conditions apply as a framework agreement to future contracts with the same customer without us having to repeatedly point this out in each individual case.
  3. Our General Terms and Conditions are exclusively valid. Any deviating, contradictory or supplementary General Terms and Conditions of the customer only constitute part of the contract insofar as we have expressly agreed to their validity. This requirement for consent applies in any case, for example even if we carry out the delivery to the customer without reservations in the knowledge of the customer’s General Terms and Conditions.
  4. The legal relationships between us and the customer are based on the written and signed purchase or hire contract, including these General Terms and Conditions. Individual agreements made with the customer (including subsidiary agreements, additions and changes) definitely take priority over these General Terms and Conditions. The content of such agreements is based on a written contract or our written confirmation.
  5. Our employees are not authorised to make oral subsidiary agreements or oral promises that transcend the scope of the written contract.

§ 2 - Conclusion of contract

  1. Our offers are subject to change and non-binding. This also applies if we have provided the customers with catalogues, technical documentation (e.g. drawings, plans, calculations, information about DIN standards), other product descriptions or documents (including those in electronic format) for which we maintain our property rights and copyrights.
  2. The order of the goods or the hired objects by the customer is regarded as a binding offer of a contract. Insofar as nothing else results from this order, we are entitled to accept this offer of a contract within three weeks of its receipt.
  3. The acceptance can either be declared in writing or by delivering the goods or hired objects to the customer.
  4. The obtaining of official permits is the responsibility of the customer – this granting of a permit or lack thereof does not affect the contract.

§ 3 - Delivery deadlines and default of delivery

  1. The delivery deadline is individually agreed on or stated by us on acceptance of the order or as part of the submission of an offer.
  2. Insofar as we are unable to observe binding deadlines for reasons outside of our control (non-availability of the performance), we shall without delay inform the customer of this and at the same time notify him of the new expected delivery date. If the performance is not available within the new delivery deadline, we are entitled to withdraw from the whole or part of the contract; we shall without delay reimburse the customer for counter-performance he has already provided.
  3. Default of delivery is defined by the legal regulations. In any case, the customer must submit a reminder notice.

§ 4 - Delivery, passage of risk, acceptance of goods, default of acceptance

  1. If the parties to the contract have agreed on the delivery and transport of the goods or hired objects, the delivery shall be performed ex works, which is the same venue as the place of performance. Insofar as nothing has been agreed to the contrary, we are entitled to choose the form of dispatch (in particular transport companies, mail, packaging) ourselves. If we use our own transport or perform the set-up or the assembly, the risk is passed to the customer as soon as the goods have been unloaded from the transport to the construction site.
  2. The customer is responsible for taking out transport or other insurances insofar as nothing has been agreed to the contrary.
  3. If the customer falls into default of acceptance, fails to cooperate or the delivery is delayed for other reasons that are the fault of the customer, we are entitled to demand compensation for the incurred damage, including additional costs (e.g. storage costs). We may charge a flat-rate compensation of 0.5% of the price of the goods of the hired objects, but no more than 5%, for every month by which the delivery is delayed at the wish of the customer or due to a circumstance for which he is held accountable. Both parties to the contract are at liberty to furnish proof of more or less damages. The due date of the purchase price or hire fee is not affected by this.

§ 5 - Prices and general terms of payment

  1. Insofar as nothing to the contrary has been defined, our prices that were current on conclusion of contract apply – these are ex works plus statutory sales tax.
  2. The customer bears the costs for delivery and transport of the goods or the hired objects ex works.
  3. Any customs duties, fees, taxes and other public charges (in particular real property taxes) shall be borne by the customer.
  4. The customer only has the right of offsetting and retention insofar as his claim has been legally proven or is undisputed. § 9 (6) remains unaffected by delivery defects.
  5. If upon conclusion of the contract it becomes apparent that our claim is at risk due to the customer’s lack of ability to perform (e.g. due to an application to open insolvency proceedings), according to the legal regulations we are entitled to refuse performance and – possibly after setting a period of grace – to withdraw from the contract. In contracts on the manufacture of unreasonable things (custom-made articles), we can instantly withdraw from the contract; the legal regulations on the dispensability of a period of grace remain unaffected by this. In the event of the customer’s lack of ability to perform, we are entitled to without delay reclaim the goods or hired objects that belong to us. The customer expressly authorises us to reclaim these following a written notification. The customer is obliged to grant us access to goods or hired objects in our possession and to enable us to transport them to our premises. Consequently, the customer permits us or one of our authorised representatives to enter the premises or the building in order to collect the goods or the hired objects.

§ 6 - Liability

  1. We shall provide compensation for intent or gross negligence irrespective of the legal reason. We shall only accept liability for ordinary negligence in the following cases:
    a) For damages resulting from injury to life, limb or health
    b) For damages resulting from the violation of a key contractual duty (obligation the fulfilment of which is necessary for the proper performance of the contract and something the party to the contract regularly relies and depends on); in this event, our liability is however limited to the compensation of foreseeable, typical damage.
  2. The liability limitations listed in Section. 1 do not apply insofar as we have fraudulently failed to disclose a defect or have furnished a guarantee on the condition of the hired objects. The same applies to claims of the customer based on the German Product Liability Act.
  3. In the event of a breach of duty that does not constitute a defect, the customer may only withdraw from or terminate the contract if we are responsible for the breach of duty. A free right of termination of the customer (in particular in accordance with §§ 651, 649 BGB/German Civil Code) is excluded. In other respects, the statutory conditions and legal consequences apply.

II. CONDITIONS FOR PURCHASE

In addition to the general conditions listed in I. the following conditions apply for contracts on the sale and/or delivery of movable property.

§ 7 - Additional terms of payment

  1. The purchase price is due and 50 percent of it must be paid immediately after conclusion of contract. The remaining 50 percent must be paid after delivery or acceptance of the goods.
  2. On expiry of the agreed payment term, the customer falls into default. Interest is charged on the purchase price at the respectively valid statutory interest rate during the default period. We reserve the right to assert a further default claim. Vis-à-vis businesspeople, our entitlement to the commercial due date interest remains unaffected.

§ 8 - Retention of title

  1. Until full payment of all our current and future claims from the purchase contract and an ongoing business relationship (secured claims), we reserve the right to retain ownership of the sold goods.
  2. The goods that are subject to retention of title may not be pledged to third parties, nor assigned as security prior to the complete payment of the secured claims. The customer must without delay provide us with written notification if and insofar third parties access the goods belonging to us.
  3. If the customer performs breach of contract, in particular by failing to pay the due purchase price, based on the legal provisions we are entitled to withdraw from the contract and/or to recover the goods based on the retention of title clause. The recovery of possession is not synonymous with the declaration of withdrawal. Moreover, we are entitled to merely recover the goods and reserve the right to withdraw from the contract. If the customer fails to pay the due purchase price, we may only assert these rights if we have previously unsuccessfully granted the customer an appropriate payment deadline or such a deadline is not required by the statutory regulations.

§ 9 - Liability and warranty against defects

  1. The statutory regulations apply for the rights of the customer for redhibitory defects and title defects (including incorrect and short delivery, as well as improper assembly) insofar as hereinafter nothing has been defined to the contrary.
  2. The basis for our liability for defects is first and foremost the agreement on the condition of the goods. All product descriptions that are the subject of the individual contract are classed as an agreement on the condition of the goods. It makes no difference whether the product description is from the customer, from the manufacturer or from us. We reserve the right to minor, industry-standard or technical deviations in quality, dimensions, colour, weight or deviations due to design changes insofar as this does not impair the usability of the goods.
  3. The customer is only entitled to assert claims for defects if he has fulfilled his statutory duties of inspection and notification of defects. If a defect is discovered during the inspection or later on, he must notify us of this without delay in writing. The notification is classed as without delay if it is made within two weeks, and this deadline is based on the punctual sending of the notification Irrespective of these duties of inspection and notification of defects, the customer must provide us with written notification of obvious defects (including incorrect and short delivery) within two weeks of delivery, and here too the deadline is based on the punctual sending of the notification. If the customer fails to properly inspect the goods and/or provide notification of defects, we shall not accept liability for the defect of which we were not notified.
  4. If the delivered product is defective, we may first choose whether we wish to provide subsequent performance by eradicating the defect (rectification of defects) or by delivery of a defect-free product (replacement delivery). Our right to refuse the selected type of subsequent performance based on the statutory conditions remains unaffected by this.
  5. We are entitled to make the obligatory subsequent performance dependent on the customer paying the due purchase price. The customer is however entitled to withhold part of the purchase price that stands in appropriate proportion to the defect.
  6. The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, working and material costs, shall be borne by us if there really is a defect. If, however, the customer’s demand for rectification of defects proves to be unjustified, we may demand that the customer reimburse the incurred costs.
  7. The customer bears the building ground risk.
  8. Claims of the customer for compensation or reimbursement of supposed expenses are only valid in compliance with § 6 and are otherwise excluded.

§ 10 - Limitation period

  1. The general limitation period for claims for redhibitory defects and title defects is 12 months from delivery. Insofar as a purchase is agreed, the limitation period begins with the purchase.
  2. The parties to the contract agree that the goods are movable property irrespective of their public law qualification.
  3. The above limitation periods of purchase law also apply for contractual and non-contractual claims for damages of the customer that are based on a defect of the goods. The limitation periods of the German Product Liability Act definitely remain unaffected by this.
  4. Otherwise, exclusively the statutory limitation periods apply to claims for damages of the customer in accordance with § 8.

III. CONDITIONS FOR HIRE

In addition to the general conditions listed in I. the following conditions apply for contracts on the hire of movable property.

§ 11 - Terms of payment

  1. The hire fee for the current month must be paid in advance by no later than the 3rd workday unless something has been agreed to the contrary.
  2. On expiry of the agreed payment term, the customer falls into default. Interest is charged on the hire fee at the respectively valid statutory interest rate during the default period. We reserve the right to assert a further default claim. Vis-à-vis businesspeople, our entitlement to the commercial due date interest remains unaffected.
    If the hire contract is dissolved by the customer before the planned delivery date for reasons for which the customer is accountable (e.g. by withdrawal), he must

    • Pay compensation of 20% of the total hire fee up to the 60th day before the agreed delivery date
    • Pay compensation of 40% of the total hire fee up to the 30th day before the agreed delivery date
    • Pay compensation of 75% of the total hire fee up to the 29th day before the agreed delivery date

    The customer is at liberty to furnish proof of no or less damages. In individual cases, we are permitted to furnish proof of significantly greater damages.

§ 12 - Liability

  1. The customer accepts liability for all changes that are deemed unauthorised without our consent, as well as for all claims that occur as a result of damage, destruction and improper use of the hired object.
  2. Further, with a contract term of more than two months, the customer must bear the costs for the servicing and maintenance of the hired object. This also applies insofar as they are a result of the normal hired use. In individual cases, the costs must not exceed half a net monthly hire fee or 10% of the annual net hire fee per hire year. The hire year begins with the delivery of the hired object.
  3. The bearing of risks and costs of the customer ends with the undamaged return transport of the hired objects.
  4. The customer bears the building ground risk.
  5. Claims of the customer for compensation or reimbursement of supposed expenses are only valid in compliance with § 6 and are otherwise excluded.

§ 13 - Sub-hire

  1. Every sub-hire or transfer of use to third parties requires our prior written consent.
  2. In all cases of a transfer of use, the customer already transfers all claims to which he is entitled as a result of permitting the third-party to use the hired object; we accept the transfer.
  3. As soon as the customer defaults in payment, we are entitled to inform the customer’s sub-hirer of the transfer and to collect the claims ourselves.
  4. In the event of unpermitted transfer of use, we are always entitled to inform the sub-hirer of the transfer. In this case, the customer is also obliged to provide all information and submit documents that are required for the assertion of the transferred claims.

§ 14 - Hire term/End

  1. The hire term per se begins with the day of the completion of the building and ends with the expiry of a fixed-term hire contract and the termination of an open-ended hire contract. The completion is the time from which the customer can use the building for the intended purpose. Defects on delivery that do not impair a proper use shall not postpone this. If the completion is delayed for reasons for which the customer is accountable the hire term per se begins as soon as the goods have been unloaded from the transport to the construction site.
  2. In the event of an open-ended hire relationship, the period of notice for both parties to the contract is one month to the end of a calendar month. The right of extraordinary termination remains unaffected by this.

IV. FINAL PROVISIONS

§ 15 - Severability clause

Should one or more of the existing provisions be void, the validity of the remaining provisions hereof shall in no way be affected. In such case the parties to the contract are obliged to replace a void provision by an effective provision that comes as close as possible to the economic purpose of the void provision.

§ 16 - Choice of law

For the contractual relationships between us and the customer, the law of the Federal Republic of Germany applies.

§ 17 - Legal venue

The legal venue for all disputes that are a direct or indirect result of the contractual relationship is Siegburg, Germany. We are however also entitled to file a suit at the general legal venue of the customer.


Status: May 2010

Bâtiments démontables depuis 1924
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