General Terms and Conditions

1. scope of application

1.1TheseTerms and Conditions of Sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognize terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.

1.2Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale.

 

2. documents provided

We reserve the right of ownership and copyright to all documents provided to the customer in connection with the placing of the order – including in electronic form – such as illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as confidential. The customer requires our express written consent before passing them on to third parties.

 

3. assembly

Unless otherwise agreed, the price does not include the installation or assembly of products sold, e.g. equipment, stables or hose ventilation systems.

 

4 Prices and terms of payment

4.1Pricesare always quoted ex warehouse or ex works plus VAT at the applicable statutory rate and plus packaging and duties.

4.2Allancillary fees, public charges, any newly added taxes, freight charges and any increases in these, which directly or indirectly affect the delivery or make it more expensive, shall be borne by the customer, unless otherwise stipulated by law.

4.3 Anyincrease in labor costs or material costs occurring after conclusion of the contract shall be passed on to the customer in the same amount if delivery is to take place more than four months after conclusion of the contract. In the event of a price increase of more than 5%, the customer may withdraw from the contract. This right must be asserted immediately after notification of the increased price.

4.4 Unless otherwise agreed, K&O’s invoices shall be due immediately and payable without discount. The statutory provisions regarding the consequences of late payment shall apply.

 

5. transfer of risk – shipment

5.1Ifthe goods areshipped to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer. This shall apply irrespective of whether the goods are shipped from the place of performance or who bears the freight costs. The transfer of risk by K&O ends with the handover to a reliable carrier. Transportation insurance shall only exist if expressly agreed between K&O and the customer.

5.2Goods notified as ready for dispatchmust be called off immediately, unless this causes the delivery date to be postponed. If dispatch is delayed at the request or through the fault of the customer, notification of readiness for dispatch shall be deemed equivalent to dispatch. In this case, K&O is entitled to store the goods at its own discretion at the customer’s expense and risk. Packaging defects cannot be asserted against K&O if the packaging at K&O was done in a proper manner.

5.3Ifthe subject matter of the contract is the delivery and installation of a hose ventilation system, the risk shall pass to the customer when K&O hands over the goods.

 

6. performance time

6.1Delivery periods stated byK&O shall commence on the date of the order confirmation. They shall be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched or delivered on time through no fault of K&O.

6.2Ifa supplier fails to deliver to K&O correctly and on time, K&O shall be entitled to rescind the delivery contract in whole or in part or to extend the delivery period by the duration of the impediment, unless K&O is responsible for the non-availability of the service. K&O shall notify the customer of such circumstances without undue delay. The customer may demand a declaration from K&O as to whether K&O will withdraw from the contract or deliver within a reasonable period of time. If no such declaration is made, the customer may withdraw from the contract. Any consideration already paid shall be reimbursed by K&O without delay. The same shall apply if these obstacles occur at the supplier’s suppliers and their sub-suppliers or due to unforeseeable obstacles which are beyond K&O’s control and influence and which K&O cannot avert despite reasonable care in the circumstances of the case (e.g. force majeure, delays in the delivery of essential raw materials). Partial deliveries are permissible to a reasonable extent and are deemed to be independent deliveries.

 

7 Liability for defects

7.1 The customer must inspect the goods immediately. Obvious defects must be reported immediately in text form. Hidden defects must be reported in text form immediately after their discovery. Defective items must be kept ready for inspection or returned to K&O at K&O’s request.

7.2 If the customer is an entrepreneur, we reserve the right to choose the type of subsequent performance in the event of a defect.

7.3 Warranty claims (subsequent performance, withdrawal, claims for damages and reimbursement of expenses) are subject to a limitation period of one year.

7.4 In the case of the sale of used movable goods to entrepreneurs, legal entities under public law or special funds under public law, claims for defects are excluded. Special funds, claims for defects are excluded.

7.5We do not provide the customer with any guaranteesin the legal sense.

 

8 Liability for damages

8.1 Our liability for contractual breaches of duty and for tort is limited to intent and gross negligence and to compensation for typically occurring damages. This does not apply to injury to life, limb and health of the customer, claims for breach of cardinal obligations, i.e. obligations which arise from the nature of the contract and the breach of which jeopardizes the achievement of the purpose of the contract, as well as compensation for damages caused by delay (§ 286 BGB). In this respect, we shall be liable for any degree of fault. As far as damages are concerned which do not result from injury to life, body and health of the customer, we are only liable for the typically occurring damage.

8.2 The aforementioned exclusion of liability also applies to slightly negligent breaches of duty by our vicarious agents.

8.3 Insofar as liability for damages that are not based on injury to life, limb and health of the customer is not excluded for slight negligence, such claims shall become time-barred within one year from the time the claim arises or, in the case of claims for damages due to a defect, from the time the item is handed over.

8.4 Insofar asour liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

 

9. reservation of title

9.1 K&O reserves its title until full payment of the purchase price by the customer.

9.2 In dealings with entrepreneurs, K&O reserves title to the goods until all claims against the purchaser have been satisfied, even if the specific goods have already been paid for.

9.3 The customer must inform us immediately of any enforcement measures taken by third parties against the reserved goods, handing over the documents necessary for an intervention; this also applies to impairments of any other kind. Irrespective of this, the customer must inform the third party in advance of the existing rights to the goods. If the customer is an entrepreneur, he shall bear our costs of an intervention insofar as the third party is not in a position to reimburse these.

9.4 If the customer sells goods subject to retention of title alone or together with third-party goods, it hereby assigns the claims against its customer arising from the resale of the goods subject to retention of title in the amount of the value of the goods subject to retention of title with all ancillary rights to K&O, which accepts the assignment, by way of security. If the goods subject to retention of title are processed, transformed or combined with another item, K&O shall acquire direct title to the manufactured item. This shall be deemed to be reserved goods.

9.5 If the value of the security exceeds our claims against the customer by more than 20%, we shall, at the request of the customer and at our discretion, release securities to which we are entitled to a corresponding extent.

 

10. right of set-off and retention

10.1 The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed, have been recognized by us or are synallagmatically linked to our principal claim.

10.2 The customer is only authorized to exercise a right of retention if his counterclaim on which the right to refuse performance is based is based on the same contractual relationship and is legally established, undisputed or ready for decision.

 

11. assignment

The customer is not permitted to assign rights to third parties without the company’s consent.

 

12. limitation of own claims

In deviation from
§ 195 BGB, our claims for payment shall become time-barred after five years. Section 199 BGB applies with regard to the start of the limitation period.

 

13. form of declarations

Legally relevant declarations and notifications that the customer must make to us or a third party must be made in text form.

 

14. place of performance – choice of law – place of jurisdiction

14.1Unlessotherwise stipulated in the contract, the place of performance and payment shall be our registered office. The statutory provisions on the places of jurisdiction shall remain unaffected, unless otherwise stipulated in the special provision of clause 14.3.

14.2 This contract shall be governed by the law of the Federal Republic of Germany; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.

14.3 The exclusive place of jurisdiction for contracts with merchants, legal entities under public law or special funds under public law is the court responsible for our registered office.

Status: 12.2023
CAT3000^® is a trademark of Dr. Knopf & Oswald GmbH