General Terms and Conditions
Status: 2023
- Scope of application, general
(1) All offers, confirmations, deliveries and services to/for entrepreneurs, legal entities under public law and special funds under public law are based exclusively on our following terms and conditions. For the delivery and installation of smoke and heat extraction systems, our special terms and conditions relating thereto shall apply in addition. Older terms and conditions lose their validity for new contracts – even in the case of an ongoing business relationship.
(2) Deviations from or additions to our terms and conditions shall only be effective if expressly confirmed by us in writing. In the context of ongoing business relationships, our following terms and conditions shall also apply to future orders and even if we do not expressly refer to their validity in each future individual case. The validity of any deviating conditions used by the customer is excluded even if we do not expressly object to such conditions or carry out the delivery without reservation in the knowledge of such deviating conditions.
(3) Should individual clauses or parts thereof prove to be unenforceable or invalid, this shall not affect the validity of the remaining provisions. In this case, the parties undertake to replace the unenforceable or ineffective provision with one that comes closest to the economic sense and purpose of the ineffective provision with legally permissible content. The same shall apply in the event of a loophole not considered by the parties.
- Offer, order and conclusion of contract
(1) Unless expressly limited in time, our offers are only valid for a reasonable period of time and are subject to change. We reserve the right to prior sale.
(2) Contracts shall only come into effect – unless signed by both parties in a document – upon our written confirmation. Amendments, supplements and collateral agreements, in particular warranties and guarantees, require our express written confirmation to be effective. The above shall also apply to transactions which are brought to us by the customer via commercial agents working for us. If our customer’s order is to be classified as an offer within the meaning of § 145 BGB, we can accept this offer within 2 weeks.
(3) The customer shall check the content of written order confirmations and shall immediately object to any discrepancies.
(4) Information on the object of the delivery or service as well as its depictions do not constitute warranted characteristics, but merely descriptions.
III Prices
(1) Unless expressly stated otherwise, our prices are calculated in euros and always refer to the net value of the goods ex works (excluding transport packaging, transport costs, insurance, customs duties and taxes); the applicable value added tax is shown separately and added.
(2) We shall be entitled to pass on increases in labor costs and our cost prices for materials and third-party services in the proportion in which these costs have increased compared to the time of conclusion of the contract, provided that there are more than 4 months between the time of conclusion of the contract and the time of delivery (including delays for which we are not responsible). Unless expressly agreed otherwise, this shall also apply to framework and call-off contracts. The time of delivery in this sense shall be the time at which the goods are/can be made available by us for delivery/collection.
(3) When ordering individual locks or Hello There, in particular those with special dimensions or in special designs, we reserve the right to charge surcharges for small quantities.
(4) Insofar as we grant discounts on listings in our catalogs, there is no legal claim to the granting and amount of such discounts. This also applies to special or quantity discounts or special prices granted once. We reserve the right to change our prices and discounts according to the cost situation at any time prior to the conclusion of the contract. For orders under EUR 200.00 gross, any discount to at least partially offset the processing costs shall be waived.
- Modifications, special parts
(1) Changes and deviations in the execution of an order that are necessary for technical reasons are permissible on our part, provided that this does not entail any loss of quality and such changes or deviations are reasonable, taking into account the justified interests of the customer.
(2) Tools, equipment, molds, models, etc. manufactured by us for the production of special parts shall always remain our property and cannot be surrendered, even if the customer has paid a share of the tool costs. We are not obliged to accept follow-up orders.
- Delivery and delay in delivery
(1) Unless otherwise agreed, we deliver “ex works”.
(2) Unless expressly designated as binding, delivery periods are approximate, but we shall endeavor to comply with them. If it is foreseeable for us that the goods cannot be delivered within the specified period/at the specified time, we shall inform the customer immediately in writing, inform him of the reasons and, if possible, state the expected new delivery date. Decisive for compliance with a delivery date or a delivery period is the notification of readiness for dispatch or the provision of the goods for collection, unless the goods have already left the factory within the delivery period. We are entitled to make partial deliveries within the delivery period if this is reasonable for the customer. Each partial delivery shall be deemed an independent transaction which can be invoiced separately.
(3) The commencement of a delivery period specified by us / compliance with a delivery date shall be subject to the clarification of all technical details and the timely fulfillment of the customer’s obligations. The defense of non-performance of the contract remains reserved.
(4) The customer shall only be entitled to withdraw from the contract due to non-compliance with a delivery deadline by us if a reasonable grace period set for us to effect performance has elapsed. The setting of a grace period and the withdrawal must be in writing.
(5) If disruptions to our or our suppliers’ operations occur as a result of industrial action (strike or lockout), as a result of force majeure such as natural events, war, insurrection, sabotage, boycott or blockade, accident, breakdown of machines and loading equipment, interruption of energy supply or official measures or if the supplier becomes insolvent and this leads to a significant restriction or even to a standstill in production, delivery times shall be extended/postponed by the period of the disruption and a reasonable start-up time thereafter. Unless excluded by the nature and extent of the disruption, we undertake to notify the customer of the disruption, its nature and the time of occurrence within 7 days of the time of occurrence of the event, whereby the deadline is met by sending the notification. The same shall apply in the event of termination of the disruption. If the disruption is not only of a temporary nature, we shall be entitled to withdraw from the contract by means of a written declaration. Otherwise, the customer shall remain obliged to receive the goods at a later date, unless this is unreasonable for him and provided that a reasonable period of grace granted to us has expired without result. In the event of unreasonableness and expiry of the grace period, the customer shall be entitled to withdraw from the contract by written declaration. No further claims against us shall exist in such cases.
(6) Call-off orders are valid for a maximum of 8 months from the date of our order confirmation. After expiry of this period, we shall be entitled to dispatch and invoice the goods not yet called off to the customer or to invoice the materials stored by us together with our costs and profit mark-ups.
(7) If the call-off order, collection or dispatch is delayed for reasons for which the customer is responsible, we shall be entitled to charge a storage fee of 0.5% of the invoice amount per month or part thereof, starting one month after notification of readiness for dispatch. This storage fee is limited to a maximum of 5% of the net value of the goods plus VAT.
- Shipping, packaging, transfer of risk, insurance
(1) We assume no liability for consequential damage caused by the transportation route – forwarder, e.g. loss or theft of an entire consignment due to fire of a consignment of goods, etc., nor do we assume any liability for any contractual penalties etc. that may be incurred.
(2) As a rule, shipment shall be effected at the expense and risk of the customer and at our best discretion without any obligation for the cheapest and safest shipment.
(3) Packaging shall be invoiced. If the goods are accepted by the carrier without complaint, faultless packaging shall be deemed proven. The risk of deterioration or accidental loss shall pass to the customer as soon as the goods have been made available to him or handed over to a forwarding agent or carrier, but no later than 7 days after receipt of the notification of readiness for delivery.
(4) Transport packaging
- a) Box pallets are provided by all freight forwarders on a loan basis.
- b) Cartons: We only use cardboard boxes in accordance with the new packaging regulations with the Resy mark. The adhesive tapes used for sealing are made of paper of the same type, strapping tapes are made of recyclable polypropylene.
- c) We charge transport packaging at cost price. It can only be taken back and recycled (at no cost to us) if it is returned to us carriage paid and – as it is being reworked into filler material – it arrives dry and does not contain any third-party cartons or strapping. In the event of non-compliance, acceptance must be refused.
VII Returns
(1) Returns require our prior consent and must be made carriage paid to our factory.
(2) If we are not responsible for the return, we may reduce the credit note by up to 30% for the costs incurred by us, depending on the type and scope
of the return.
VIII. Terms of payment
(1) Our invoices are payable net without deduction within 30 days of the invoice date. The date of receipt of payment by us shall be decisive. Discounts may only be deducted if all invoices due for net payment have been paid. Invoices for assembly and contract work are payable within 10 days without deduction. Otherwise, we shall be entitled to determine how payments are to be credited in accordance with §§ 366, 367 BGB.
(2) Our representatives are not authorized to collect.
(3) Bills of exchange shall only be accepted by us on the basis of a special agreement. Bills of exchange and checks shall only be accepted on account of performance.
- Default of payment
(1) In the event of overdue payments, we shall charge interest in the amount of the costs incurred by us for bank loans, but at least 8% above the respective base interest rate, without the need for a reminder. We reserve the right to claim any further damages.
(2) In the event of default of payment, imminent suspension of payment, unfavorable information about the customer (in particular if the customer is subject to bill protests or foreclosures), all outstanding claims – including those from bills of exchange – shall become due immediately.
(3) In the aforementioned cases, we shall be authorized to take back goods already delivered by way of security without the customer’s payment obligation lapsing as a result. For this purpose, the customer shall grant us/provide us with access to the premises where the goods are located and return the goods. If delivery has not yet taken place, we may make production and delivery dependent on advance payment or the provision of security. We are also entitled to withdraw from the contract and to assert claims for damages.
- Material defects and liability for other claims
(1) The quality of the delivery item is based exclusively on our technical descriptions and the agreed technical specifications. On the other hand, no contractual description of the quality of the delivery item can be derived from advertising statements or promotions. If we manufacture and deliver according to drawings, samples, specifications etc. of the customer, the customer alone shall bear the risk of suitability for the intended purpose. The time of the transfer of risk shall be decisive for the contractual condition of the delivery item.
(2) If material defects are due to unsuitable or improper use or handling, faulty assembly, normal wear and tear or faulty or inadequate maintenance, we shall not be liable for such defects. Nor shall we be liable for the consequences of improper modifications or repair work carried out by the customer or third parties without our consent. The same applies to a defect that only insignificantly reduces the value or suitability of the delivery item.
(3) If a formal acceptance has been agreed or if an initial sample inspection has been carried out, claims for defects which the customer could have recognized and determined during a careful acceptance/first sample inspection are excluded.
(4) Unless longer statutory periods are prescribed by law, in particular for goods that have been used for a building in accordance with their normal use and have caused its defectiveness, claims for material defects shall become time-barred 12 months from the date of delivery of the delivery item to the customer or to the third party designated by the customer.
(5) Unless expressly agreed otherwise in writing, we assume no liability that the goods offered or supplied by us are suitable for the purposes envisaged by the customer outside the general purpose described by us. It is the sole responsibility of the customer to test this at his own risk and expense before using/applying the items.
(6) Insofar as we offer or supply locks with “different locking”, this designation shall not constitute a guarantee that locking operations will not be repeated.
(7) The customer must carefully inspect the delivery item immediately after receipt by him or a third party named by him as the recipient to ensure that it is free of defects, complies with the order confirmation and is complete. The delivery or service shall be deemed approved if we do not receive a notice of defects in writing or by fax immediately, but no later than 8 days after delivery. The same shall apply if the defect was not recognizable during the careful inspection to be carried out immediately, within 8 days of discovery of the defect.
(8) The delivery items complained about by the customer must be kept ready for inspection by us or (if applicable, samples thereof) must be sent to us at our request. In the event of justified complaints, the customer shall be entitled to compensation from us for the necessary costs of the return shipment. If the customer does not fulfill these obligations within a reasonable period of time set by us or if the customer or third parties not working in our sphere of activity modify the delivery item complained about without our consent, the customer shall forfeit any claims for material defects.
(9) At our discretion, we shall first repair a defective delivery item or deliver a faultless replacement.
(10) If subsequent performance is associated with disproportionately high costs, we may refuse subsequent performance. In this case, the customer may, at his discretion, withdraw from the contract or demand a reduction in price. If subsequent performance is possible and not associated with disproportionately high costs, and if we do not fulfill our obligation to provide subsequent performance in accordance with the contract within a reasonable period of time, the customer must set a final deadline within which we must fulfill our obligations. After unsuccessful expiry of the deadline, the customer may demand a reduction in price or withdraw from the contract or have the necessary rectification measures carried out by a third party at our expense. Additional costs arising from the fact that the delivery item has been taken to another location in the place of the customer’s registered office or branch office shall not be borne unless this corresponds to the intended use notified to us.
(11) We shall be liable for claims for damages by the customer in accordance with the statutory provisions insofar as we, our legal representatives or our vicarious agents are guilty of intent or gross negligence. In the absence of intent, liability shall be limited to the foreseeable damage typically arising.
(12)If we, our legal representatives or our vicarious agents violate cardinal obligations, we shall be liable in accordance with the statutory provisions, whereby liability shall, however, be limited to the foreseeable, typically occurring damage.
(13) Statutory liability for damages resulting from injury to life, body or health, including liability under the Product Liability Act, shall remain unaffected by the above provisions. However, the customer must pass on the information provided by us on the respective article (product information and intended use, misuse, product performance, product maintenance, information and instruction obligations) to his customer/fulfill these obligations vis-à-vis his customer and oblige him to do the same vis-à-vis his subsequent customers. Otherwise, we shall indemnify ourselves vis-à-vis the customer – to the extent permitted by law.
(14) Any further liability for claims for damages, irrespective of the legal grounds, is excluded to the extent permitted by law. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims pursuant to § 823 BGB as well as for loss of profit or other financial losses. § Section 444 BGB remains unaffected. Agreements which the customer has made with his customer and which go beyond the statutory claims for defects shall in no case bind us within the scope of statutory rights of recourse. Insofar as our liability is excluded or limited, this shall also apply to any personal liability of our legal representatives, employees and vicarious agents.
(15) Unless mandatory statutory provisions provide otherwise, our liability arising from contractual and non-contractual legal bases (including tort law) shall be limited to the scope of our insurance cover:
Euro 2,550,000.00 for property damage
Euro 51,000.00 for financial losses
- Retention of title
(1) All our deliveries are subject to retention of title. The delivered goods shall remain our property until all our claims against the customer have been fulfilled.
(2) If the delivered goods are processed into a new item by the customer, the processing shall be carried out for us without us being obligated as a result. In this case, the customer shall store the item for us. The acquisition of ownership by the customer in accordance with § 950 BGB is excluded. In the event of processing with other goods not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods supplied by us and the other goods at the time of processing. The new item shall be deemed to be reserved goods within the meaning of these terms and conditions.
(3) A resale of the reserved goods in the ordinary course of business is only permitted to the customer who is a reseller. The customer hereby assigns to us his claims from a resale of the reserved goods in the amount corresponding to the value of the reserved goods; in the case of sale together with other goods not belonging to us, processed delivery items or in the case of other sale at a total price with the quota in accordance with the above paragraph 3. If the reserved goods are installed by the customer as an essential component in the property of a third party, the customer hereby assigns to us the claim for remuneration accruing to him against the third party or against the party to whom it relates in the amount corresponding to the value of the reserved goods. If the reserved goods are co-owned by us, the assignment shall extend to the amount corresponding to our share in the co-ownership. If the customer is entitled to the creation of a security mortgage in accordance with § 648 BGB, this claim shall be transferred to us in the amount of the value of the reserved goods. The value of the reserved goods within the meaning of these provisions shall be the value of our total claims including ancillary claims (in particular costs and interest) plus a security surcharge of 20%. We shall determine the ranking of an assigned partial amount within the scope of the total claims accruing to the customer.
(4) The customer shall only be entitled and authorized to resell the goods subject to retention of title or to install them subject to the proviso that the purchase price claims, the claims for remuneration for work or the other remuneration claims pursuant to para. 3 are transferred to us. The customer is not entitled to dispose of the reserved goods in any other way (including pledging them and assigning them by way of security) or to dispose of the claims which he has assigned or transferred to us in accordance with paragraph 3 (including their assignment, transfer by way of security and pledging) in any other way.
(5) We authorize the customer, subject to revocation, to collect the claims from the resale, the claims for wages or other remuneration claims. Amounts collected by the customer acting as a collection agent for us in this respect shall be forwarded to us up to the amount of our claims (including ancillary claims such as costs and interest). We shall not make use of our own authority to collect as long as the customer meets his payment obligations. Upon request, the customer shall name to us the debtors of the assigned claims and notify them of the assignment. We are hereby authorized to notify the debtors of the assignment on behalf of the customer.
(6) In the event of seizure measures or other access by third parties to the reserved goods, the customer must inform us immediately and, if necessary, arrange for any intervention measures that cannot be postponed immediately at his own expense.
(7) If the value of the securities granted to us exceeds our claims by more than 20%, we shall be obliged to reassign or release them at the customer’s request. We shall have the right to determine which claims are to be retransferred or released. Ownership of the reserved goods shall pass to the customer upon full payment of all claims arising from the business relationship. At the same time, the customer shall acquire the claims which he has assigned to us to secure our claims in accordance with the above provisions.
XII. Right of retention, offsetting and assignment
(1) The exercise of the right of retention is excluded if the customer is obliged to perform in advance and is otherwise only permissible if the right of retention is based on the same contractual relationship.
(2) Offsetting by the customer is only permitted with undisputed or legally established claims.
(3) The assignment of any claims acquired against us by the customer to third parties is excluded unless we have given our consent.
XIII Patents
In the case of production according to the customer’s specifications, drawings or designs, the customer shall be responsible for ensuring that no patents or other industrial property rights of third parties are infringed. Our liability is excluded in the legal relationship with the customer. The customer is obliged to indemnify us against all claims of third parties and to reimburse us for all necessary costs incurred by us in the event of claims by third parties to defend against such claims.
XIV Place of performance, place of jurisdiction and applicable law
(1) The place of performance is Heiligenhaus.
(2) The place of jurisdiction for all claims of the contracting parties, including actions on bills of exchange and checks, is the court responsible for our headquarters. Alternatively, we are also entitled to sue at the court responsible for the customer’s registered office.
(3) The legal relationship with the Customer shall be governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG – “Vienna Sales Convention”) is excluded.
