• General terms & conditions of business (TCBs) of EHEIM GmbH & Co KG for B2B customers

    General terms & conditions of delivery for EHEIM GmbH & Co. KG for exclusive use with companies. Dated 02/2015

§ 1 - Scope
(1) These terms & conditions of EHEIM GmbH & Co. KG, Deizisau, (hereinafter: ‘Vendor’) apply to all goods and services provided by the Vendor to other companies (hereinafter: ‘Customer’) as defined in Section 14 of the German Commercial Code (BGB), namely every natural person or legal entity or legally founded company of individuals acting after conclusion of a legally transacted piece of business in accordance with their independent vocational or commercial activity.

(2) Inclusion of terms and conditions of the Customer is rejected, unless the parties have expressly agreed otherwise.

§ 2 – Conclusion of contract and reservation of the right to non-delivery
(1) The quotations issued by the Vendor do not constitute binding quotations. They are only a request to the Customer to provide the Vendor with a binding quotation. The Customer can send such a quotation by fax, e-mail or via the B2B online shop, or also by telephone. Acceptance of the contract by the Vendor must take place within 14 days, and this must take the form of an unambiguous declaration of acceptance, or by shipping the goods.

(2) The right is reserved to make correct and timely self-delivery based on a congruent covering transaction. The Vendor shall with immediate effect notify the Customer of any non-availability of the contractual goods and, if the Customer should choose to withdraw from the transaction, shall reimburse any equivalent consideration that may have been made.

(3) Design modifications and any amendments to technical data and performance features are reserved, provided that these are in line with technological progress and that they can be deemed reasonable for the Customer to accept.

§ 3 - Prices
Unless otherwise arising from the confirmation of order, prices are ‘ex factory’ and exclude German value-added tax at its prevailing rate, and also exclude the cost of packaging; these charges are invoiced as separate items.

§ 4 - Payment terms
Unless otherwise arising from the order confirmation, the purchase price must be settled within 14 days of receipt of invoice with a 2% prompt payment discount, or net (without deduction) within 30 days of the date of invoice. Legislative provisions apply in respect of the consequences of any delay in payment.

§ 5 - Delivery
(1) Details relating to the delivery lead time are non-binding, except in exceptional cases where the Vendor has agreed to a binding deadline.

(2) Unless otherwise arising from the order confirmation, delivery is agreed as ‘ex factory’. Once a delivery has been agreed, it is then made at the cost and risk of the Customer.

(3) If the Vendor is unable to meet the agreed delivery date, he must notify the Customer to this effect in a timely manner. Impediments to the business operations of the Vendor or to those of his sub-contractors for which the Vendor is not responsible, in particular labor disputes and legal lock-outs, and in cases of force majeure, shall cause the delivery lead time to be extended by the duration of any such impediment. In such cases, the Customer is only permitted to withdraw from the business transaction if after sending a reminder for delivery of the agreed services, then waiting for a commensurate length of time thereafter, there is still no satisfactory delivery at the end of that commensurate period of time. If the delivery date has been defined in calendar schedule terms, the extended deadline to be set by the Customer must run from that defined date, and may not start beforehand. This does not affect legal rights to compensation in place of the service.

(4) Partial deliveries are permitted, provided that it is reasonable to assume that the Customer will accept them.

§ 6 - Offsetting / Retention
(1) The Customer may only offset payments against receivables that are undisputed or have been established as final and absolute.

(2) The Customer is only obliged to exercise his right of retention to the extent that his counter-claim is founded upon the same contractual relationship.

§ 7 - Retention of title
(1) The delivery item, including any additions (‘natural discounts’) remain the property of the Vendor until all his claims to the Customer arising from the business relationship have been settled in full. In the event of the Customer behaving in a way that violates the contract, the Vendor is then entitled to take back the goods subject to retention of title. Taking back the goods in this way does not constitute a withdrawal from the contract unless the Vendor expressly states that this is the case.

(2) The Customer is entitled in this regard to sell on the goods subject to retention of title in the course of normal business transactions. In the event of the sale of goods subject to retention of title, as a safety precaution, the Customer surrenders his claim to the Vendor in relation to onward sale to consumers together with all ancillary rights without this requiring any further particular declarations. Surrender of title in this form also includes any balance receivables. However, surrender of title only applies up to the value of the amount that corresponds to the price for goods subject to retention of title shown on the invoice from the Vendor. The Customer retains the right to call in the receivable even after any such surrender of title. This does not affect the entitlement of the Vendor to call in the receivable himself. However, the Vendor shall not call in the receivable during such time as the Customer is still meeting his payment obligations from the sales revenues generated, does not fall into payment arrears or defaults on payment.

(3) The processing and further processing by the Customer of goods subject to retention of title must be in the name of and on behalf of the Vendor. In such cases, the expectant rights of the Customer to the goods subject to retention of title are extended to include the processed and/or further-processed goods subject to retention of title. In cases where the goods subject to retention of title are processed together with goods not belonging to the Vendor, the Vendor acquires co-ownership of the new item in proportion to the invoice amount and final value of the goods subject to retention of title, i.e. as a ratio of the value of other processed items at the time of processing. The same applies to cases where goods become co-mingled. If this co-mingling occurs in a way that the item becomes viewed as a main item for the Customer, it is agreed that the Customer shall transfer shared title to the Vendor on a regular basis, and shall preserve the resultant sole title or shared title for the Vendor. As collateral for the receivables of the Vendor to the Customer, the Customer shall also assign such receivables to the Vendor that arise through connection of the goods subject to retention of title to a plot of land owned by a third party. In such cases, the Vendor shall accept the surrender of title.

(4) Provided the title has not yet been transferred, the Customer is obliged to notify the Vendor immediately and in writing if ever the goods subject to retention of title are assigned, or exposed to other forms of intervention by third parties. The Customer is obliged to provide the Vendor with full disclosure and to make documents available that may be required for third party proceedings as defined in Section 771 of the German Civil Procedure Code (ZPO).

(5) The Vendor commits to releasing all forms of collateral which he is due when called upon to do so by the Customer in all cases where their value exceeds by more than 20% the value of the receivables upon which collateral has been accorded.

§ 8 - Liability for defects
(1) The statute of limitation for defects relating to new goods begins one year from the date of transfer of risk. That statute of limitation does not recommence if a replacement delivery is made in the context of liability for defects.

(2) Claims in relation to defects do not apply in cases of only minor deviation from agreed properties, nor to minor impairment to suitability for use.

(3) Subject to timely notice of defects, the Vendor is entitled to choose whether to rework the defective item or to replace it. In the event of rework failing twice to provide a remedy, the Customer can withdraw from the contract or can reduce the payment amount.

(4) The legal statutes of limitations for entitlement to withdraw, as defined in Section 478 of the German Civil Code (BGB) remain unaffected. The same applies to cases of deliberate violation of obligations and of failure to disclose a known defect. On the basis of the following paragraph 6) it also applies that these limitations on liability do not extend to include compensation claims for damages and expenditure that the Customer may seek to impose as a result of a defect.

(5) In the case of sales to a merchant in the commercial trading sense (Section 1 of the German Commercial Code, HGB), the commercial examination and notice of non-conformity as defined in Section 377 of the German Commercial Code (HGB) shall apply. Any failure to observe legal disclosure obligations mean that the goods are deemed to have been approved.

(6) In the event of any damage to life or limb, or to physical health, the Vendor shall bear unlimited liability in relation to all legal foundations. This also applies to fraudulent intent and warranty promises or if liability is founded upon compelling legislative stipulations such as the German law on product liability, the Produkthaftungsgesetz.

(7) In all other respects, legislative provisions apply.

§ 9 - Packaging materials
Special agreements apply to accepting the return of packaging materials.

§ 10 - Final provisions
(1) German Law applies.

(2) If the Customer is a businessman, a legal entity incorporated under German public law or a specialized agency subject to German public law, the sole place of jurisdiction for all disputes that may arise from this contract shall be located at the registered business address of the Vendor. The same applies if the Customer does not have a general place of business in Germany or the EU or if his place of residence or of normal residence is not known at the time that legal proceedings are instigated.

(3) The provisions of the UN Charter on the International Sale of Goods are not applicable.

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