General Terms and Conditions of Feuerschutz Jockel GmbH & Co. KG

 

1.     Scope

1.1   These General Terms of Business apply exclusively to enterprisers, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (Bürgerliches Gesetzbuch – BGB).

1.2   Current or future legal transactions with a customer are conducted exclusively on the basis of these General Terms of Business.

1.3   Opposing terms or terms of the customer which deviate from our General Terms of Business shall only apply if we expressly agree to them in writing.

 

2.     Offer and contractual conclusion

2.1   If the order is classified as an offer in accordance with Section 145 BGB, we may accept it within two weeks. 

2.2   We reserve property rights and copyrights to figures, drawings, calculations and other documents. These documents may not be made accessible to third parties, unless we provide the customer with our express written consent thereto. Insofar as we do not accept the offer of the customer within the period pursuant to 2.1, these documents must be promptly returned to us.

 

3.      Prices and payment terms

3.1   Unless otherwise agreed in writing, our prices apply ex works excluding packaging and before value added tax in the applicable amount. Packaging costs shall be invoiced separately.

3.2   The deduction of an early payment discount is only permitted upon separate written agreement.

3.3   Unless otherwise agreed in writing, the purchase price is payable without deduction within 30 days of the invoice date. The statutory rules regarding the consequences of payment default apply.

3.4   We reserve the right to assign claims.

3.5   The customer shall only be entitled to a right of retention if its counterclaim is based on the same contractual relationship.

 

4.     Electronic invoice

 

4.1   Service offering

Upon acceptance of the order for the electronic dispatch of invoices by email by Feuerschutz Jockel GmbH & Co. KG (abbreviated to: JOCKEL), the customer shall receive from JOCKEL invoices in PDF format electronically at the email address it discloses. The customer shall waive postal receipt of the invoice. JOCKEL is not obliged to accept an order for the electronic dispatch of invoices by email.

4.2   Invoice delivery

As the recipient, the customer shall ensure that all electronic deliveries of invoices by email by JOCKEL can be duly sent to the email address disclosed by the customer, and that technical arrangements such as filter programs or firewalls are configured accordingly. Any automated electronic replies to JOCKEL (such as notices of absence) cannot be taken into consideration and shall not prevent valid delivery.

 4.3   Email address

The customer must promptly and lawfully inform JOCKEL in writing about changes to its email address to which the invoice is to be sent. Deliveries of invoices to the email address most recently disclosed by the customer shall be considered as received by the customer if the customer has not informed JOCKEL about a change of its email address.

4.4   Security

JOCKEL shall not be liable for damages that may result from the increased risk of electronic dispatch of invoices by email as opposed to postal dispatch. The customer shall bear the risk of unauthorised third-party access in connection with saved electronic invoices.

4.5   Termination / Withdrawal

The customer may withdraw participation in the electronic dispatch of invoices by email at any time. Once JOCKEL receives and processes the written termination/withdrawal, the customer shall receive invoices thereafter by post at the address most recently disclosed. JOCKEL reserves the right to autonomously switch from invoice dispatch by email to dispatch by post to the most recently disclosed address for important reasons.

 

5.    Delivery period

5.1   The start of the delivery period indicated by JOCKEL is subject to the clarification of all technical questions.

5.2   Adherence to our delivery obligation is also subject to the punctual and proper fulfilment of obligations on the part of the customer. The objection of a non-fulfilled contract remains reserved.

5.3   Should the customer enter default of acceptance or should the customer culpably violate other duties of cooperation, JOCKEL shall be permitted to demand compensation for any damages thereby incurred to it, including any additional expenses. Further claims or rights remain reserved. Insofar as these requirements are met, the risk of accidental loss or accidental deterioration of the purchased item shall be transferred to the customer at the time at which the customer enters default of acceptance or payment.

5.4   In the event of a delivery delay not caused wilfully or grossly negligently by JOCKEL, we shall be liable for each full week of delay in connection with a flat-rate delay compensation in the amount of 3% of the delivery value, yet no more than 15% of the delivery value.

5.5   Further statutory claims and rights of the customer remain reserved.

  

6.    Transfer of risk

 

If the good is dispatched to the customer at its request, the risk of accidental loss or accidental damage of the good shall be transferred to the customer upon dispatch to the customer, yet no later than upon its departure from the factory or warehouse. This applies regardless of whether the good is dispatched from the place of fulfilment and who assumes the costs of transport.

 

7.    Guarantee

 

7.1   Guarantee claims of the customer are subject to the condition that the customer has duly complied with its duties of inspection and notification pursuant to Section 377 of the Commercial Code (Handelsgesetzbuch – HGB).

7.2   Defect claims shall lapse in 12 months following delivery of the good supplied by JOCKEL to our customer. The statutory limitation period shall apply to compensation claims in the event of intent and gross negligence as well as injury to life, limb and health, which are due to the wilful or grossly negligent violation of duties on the part of the user. Insofar as the law mandatorily prescribed longer periods in accordance with Section 438 (1) 2 BGB (buildings and items for buildings), Section 479 (1) BGB (right of recourse) and Section 634a (1) (construction defects), these periods shall apply. Our consent must be obtained before returning any good.

7.3   If, in spite of all due care, the supplied good exhibits a defect that already existed at the time of the transfer of risk, we shall subsequently improve the good or supply a replacement at our discretion, subject to the punctual notification of defects. We must always be provided with an opportunity to perform subsequent fulfilment within a reasonable period. Claims of recourse remain unaffected by the above provision without limitation.

7.4    Should subsequent fulfilment be unsuccessful, the customer may withdraw from the contract or reduce the remuneration without prejudice to any compensation claims.

7.5   Defect claims shall not exist in the event of only an insignificant deviation from the agreed quality, only an insignificant impairment of usability, natural wear and tear as well as for damages incurred after transfer of risk due to incorrect or negligent handling, excessive use, unsuitable equipment, defective construction work, unsuitable foundations or due to particular external influences, which are not stipulated according to the contract. In the event that improper maintenance work or changes are performed by the customer or third parties, no defect claims shall likewise exist for these and resulting damages.

7.6   Claims of the customer due to expenses required for the purpose of subsequent fulfilment, in particular transport, travel, work and material costs, are excluded insofar as the expenses increase because the good supplied by us was transferred to another place than the site of the customer, unless the transfer corresponds with its intended use.

7.7    Recourse claims of the customer against us shall only exist insofar as the customer has not made any agreements beyond the statutorily mandatory defect claims with its purchaser. Moreover, Section 6.6 applies accordingly to the scope of the recourse claim of the customer against the deliverer.

 

8.    Reservation of ownership

 

8.1   We reserve ownership of the purchased item until the receipt of all payments from the delivery agreement. In the event of conduct of the customer in violation of the contract, in particular payment default, we are permitted to recollect the purchased item.

8.2   The customer is obliged to handle the purchased item with care. Insofar as maintenance and inspection work is required, the customer must perform this work in good time at its own cost.

8.3   In the event of seizures or other third-party interventions, the customer must promptly inform us in writing. If the third party is not able to reimburse us the judicial and extrajudicial costs of a suit pursuant to Section 771 of the Code of Civil Procedure (Zivilprozessordnung – ZPO), the customer shall be liable for the loss incurred to us.

8.4   The customer is permitted to the resale of the reserved good in the normal course of business. The customer hereby assigns the claims against the purchaser arising from the resale of the reserved good to us in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item has been resold with or without further processing. The customer shall also remain permitted to collect the claim following the assignment. Our power to collect the claim ourselves remains unaffected. However, we shall not collect the claim so long as the customer complies with its payment obligations from the received proceeds, is not in default of payment and in particular no request to open insolvency proceedings has been opened or cessation of payment has occurred.

8.5   The processing, modification or transformation of the purchased item by the customer shall always occur on behalf of and in the name of ourselves. In this case, the expectant right of the customer to the purchased item shall continue in the transformed item.

8.6   Insofar as the purchased item is processed with other items which do not belong to us, we shall acquire the co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies to the case of mixing. Insofar as mixing occurs in a manner in which the item of the customer is to be considered the main item, the parties agree that the customer shall proportionally transfer co-ownership to us and hold the resulting title of sole ownership or co-ownership in safe custody for us.

8.7   In order to safeguard our claims against the customer, the customer shall also assign such claims to us, which accrue to the customer against a third party by combining the reserved good with a property. We hereby accept this assignment.

8.8   We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%.

 

9.    Jurisdiction

9.1  Insofar as the customer is a merchant, the place of fulfilment and exclusive jurisdiction for all disputes arising from this contract is our registered address.

9.2   The law of the Federal Republic of Germany applies with the exclusion of the UN Convention on the International Sale of Goods (CISG).

 

 

October 2019

Generals Terms and Conditions of Feuerschutz Jockel GmbH & Co. KG as PDF

 

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