Terms and conditions of sale and delivery (GTC)

General Terms and Conditions of Sale and Delivery

The following General Terms and Conditions of Sale and Delivery (GTC) apply to the provision of all deliveries and services by us. Unless these Terms and Conditions stipulate otherwise, the statutory provisions apply to all contracts.

The acceptance of a service provided by us by the customer is sufficient for the validity of these GTC if the customer is acting in the exercise of his commercial or self-employed professional activity at the time of conclusion of the contract or is a legal entity under public law or a special fund under public law (hereinafter referred to as a commercial customer).

Deviating terms and conditions of the customer do not apply even if we do not expressly contradict them.

I. Offers

Our offers are subject to change and non-binding. A contract is only concluded with our written order confirmation.

II. Scope of delivery

1. The scope of the delivery is determined by our order confirmation or any individually negotiated contract.

2. In order to adapt to the state of the art, we reserve the right to make changes to the execution of the object of the service, provided that the performance data of the subject matter of the contract as a whole are not significantly changed (without written notification) and this is reasonable for the customer. We will inform the customer of such changes in advance.

III. Prices and terms of payment, surcharges for small quantities

1. All prices are in Euro plus VAT ex works or warehouse. For orders up to a net value of 1200,00 euros, the customer bears the costs for freight and packaging.

2. For deliveries made later than three months after the conclusion of the contract, we reserve the right to adjust the agreed prices due to wage and/or material price increases that have occurred in the meantime.

3. Our invoices are due for payment within 30 days from the date of invoice without deduction, unless otherwise agreed in writing. For payments within 10 days, we grant a 2% discount, whereby the punctuality of the payment depends on the value date of the amount on our account. There is no entitlement to a discount as long as older, due invoices are unpaid. Exchange payments are not accepted.

4. In the event of late payment, the customer shall pay interest on our claims at 5% and, if the customer is not a consumer, at 8% above the base interest rate of the European Central Bank.

5. If a significant deterioration in the financial situation of the customer occurs after the conclusion of the contract, we are entitled to demand appropriate security before executing our deliveries or services. If the customer does not comply with this request in time, we are entitled to withdraw from the contract; the customer is not entitled to any claims for damages.

6. The offsetting of the customer with counterclaims is not permissible, unless the counterclaim is undisputed or legally established.

IV. Time and Place of Delivery, Transfer of Risk

1. Dates and deadlines are non-binding.

2. We are entitled to make partial deliveries at any time.

3. Unless expressly agreed otherwise in writing, deliveries and services shall be made ex works or warehouse. The provision of deliveries or services at other locations is at the expense and risk of the customer.

4. If the shipment is delayed at the request of the customer or due to circumstances for which the customer is responsible, we will charge the customer the costs incurred by storage from one month after readiness for shipment, but at least 1% of the value of the goods for each month, unless the customer can prove less damage.

V. Returns

Goods delivered by us will not be taken back as a matter of principle – except in cases of rescission of the contract. If we nevertheless agree to do so in individual cases after prior written agreement, a processing fee of 50% of the value of the goods plus VAT will be charged. Required refurbishment and repackaging costs will be charged separately. The risk of transport and the transport costs are borne by the buyer.

VI. Retention of title

1. We reserve ownership of the delivery item until the purchase price has been paid in full, including the fees agreed for any ancillary services.

2. Any processing or processing of the goods subject to retention of title is carried out for us. If the customer installs them in third-party goods, we become co-owners of the newly created products in proportion to the value of the reserved goods to the third-party goods used at the same time. The products created in this way are also considered to be reserved goods by us.

3. In the event of default of payment or in the event of an application for insolvency proceedings over the customer's assets, we are entitled to immediately regain possession of the delivered goods after termination of the contract. The return or pledge of the reserved goods by us does not constitute a withdrawal from the contract. The transport and other costs incurred by us as a result of the return shall be borne by the customer.

4. The following shall also apply to commercial customers: The delivery items shall remain our property until all claims arising from the respective business relationship have been satisfied, regardless of the legal grounds, including default interest and legal costs. As a precautionary measure, the customer assigns to us all claims to which he is entitled from the resale of the goods subject to retention of title with ancillary rights in the amount of the value of the goods subject to retention of title. As long as the customer duly meets his payment obligations, he is authorized and obliged to collect the assigned claims. If the customer is in default of payment, we are entitled at any time to revoke the direct debit authorization and to notify the customer's customers of the assignment as well as to take back the goods subject to retention of title or, if necessary, to demand the assignment of the customer's claims for restitution against third parties. Upon our request, the customer will disclose the assignment and provide us with the necessary information and documents without delay.

VII. Rights of the customer in the event of defects in the delivery

We guarantee that the goods delivered by us correspond to the agreed quality and, in the absence of such an agreement, to the usual quality. If it is not a purchase of consumer goods, we are liable for defects as follows:

1. We undertake to remedy any defects in the delivery item at our discretion either by repair or replacement. If the customer has set a further grace period after an initial request without result, or if two attempts at rectification or a replacement delivery fail, the customer can withdraw from the contract or demand a reduction.

2. The determination of defects must be reported to us immediately in accordance with
receipt of the goods in writing. Otherwise, the goods are deemed to have been approved with regard to recognizable defects. If a defect that is not apparent at the time of delivery becomes apparent later, the notification must be made immediately after discovery. Otherwise, the goods are also considered approved with regard to the defects. This fiction of approval does not apply to defects that we have fraudulently concealed.

3. No liability is assumed in the event of unsuitable or improper use, incorrect installation or commissioning by the customer or third parties, natural wear and tear, incorrect or negligent handling, unsuitable operating equipment or chemical, electrochemical or electrical influences, unless they are due to our fault.

4. The limitation period for claims for defects is two years. It begins with the delivery of the subject matter of the contract.

5. Without prejudice to the provisions of Section VIII, claims for damages and reimbursement of expenses by the Customer in connection with defects in the delivered goods are excluded.

VIII. Liability and damages

1. Any liability for damages, regardless of the nature and for whatever reason, is excluded, unless it is a sale of consumer goods.

2. The exclusion of liability does not apply if it is damages resulting from injury to life, limb or health, if we and/or our vicarious agents are guilty of intent or gross negligence, or if we are liable for personal injury or property damage that occurred during the use of the delivery item on the basis of provisions of the Product Liability Act.

3. The exclusion of liability also does not apply if the damage incurred is based on the breach of a material contractual obligation (cardinal obligation). A cardinal obligation is such a fundamental and essential contractual obligation, the fulfilment of which makes it possible to achieve the purpose pursued by the customer by concluding the contract in the first place and on the fulfilment of which the customer has relied and was entitled to rely. If we are liable in accordance with sentence 1, liability shall be limited to the damage foreseeable at the time of conclusion of the contract.

IX. Supplier recourse

Insofar as the customer is claimed by an end consumer due to a defect in the delivery for which we are responsible, the customer's recourse shall be limited to demanding reimbursement of the costs of remedying the defects from us; for the rest, the provision in Section VIII remains.

X. Custom-made products

If we have committed ourselves to the production of goods according to the customer's specifications that deviate from our mass-produced products, the following shall apply in addition: Termination pursuant to § 649 BGB is excluded.

XI. Final Provisions

1. Place of performance and payment is our headquarters. The place of jurisdiction is Berlin if the customer is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law. We are entitled to sue the customer at their headquarters.

2. German law applies exclusively. The application of the CISG (Convention on Contracts for the International Sale of Goods of 11.04.1980) is excluded.
 

3. Changes or additions to the contract, including these General Terms and Conditions of Sale and Delivery, must be made in writing. This shall also apply to any amendment or addition to this provision.

4. Should individual provisions of these General Terms and Conditions of Sale and Delivery be or become invalid, the validity of the remaining provisions shall remain unaffected. In this case, the contracting parties are obliged to cooperate in the creation of provisions by which a result that comes as close as possible to the invalid provision is achieved in a legally effective manner.

NOVALAB Labor- und Gartenarmaturen GmbH
Status: December 2021