General Terms and Conditions

of Sale and Delivery

for exclusive use in relation to companies, legal entities under public law and special funds under public law.

I. General information

1. These gen­er­al sales and deliv­ery con­di­tions (GTC) apply to all our de- liv­er­ies, ser­vices and offers. These GTC are an integ­ral part of all con­tracts we con­clude with our cus­tom­er for our deliv­er­ies and services.
2. These GTC also apply to all future deliv­er­ies, ser­vices and offers to the cus­tom­er, even if they are not agreed upon again separately.
3. Uni­lat­er­al adapt­a­tions of these GTC by us shall be noti­fied to the cus­tom­er in text form with­in the frame­work of exist­ing con­tracts. They shall be deemed to have been approved if the cus­tom­er does not object in text form. The objec­tion must be received by us with­in six weeks after the cus­tom­er has received the noti­fic­a­tion of adaptation.
4. Any terms and con­di­tions of the cus­tom­er or third parties which devi­ate from or sup­ple­ment these GTC shall not apply and shall only become part of the con­tract if and inso­far as we have agreed to their valid­ity in text form. This also applies if we carry out deliv­er­ies and ser­vices with- out reser­va­tion in the know­ledge of con­flict­ing or devi­at­ing terms and con­di­tions of the cus­tom­er or third parties or refer to let­ters from the cus­tom­er which con­tain or refer to terms and con­di­tions of the cus­tom­er or third parties.
5. Sup­ple­ments and/or amend­ments to the con­tracts con­cluded between us and the cus­tom­er on the basis of these GTC as well as these GTC them­selves must be in text form to be effect­ive. With the excep­tion of man­aging dir­ect­ors and author­ised sig­nat­or­ies, our employ­ees are not entitled to make oral agree­ments devi­at­ing from this.
6. Leg­ally rel­ev­ant declar­a­tions and noti­fic­a­tions made or to be made to us by the cus­tom­er after con­clu­sion of the con­tract require text form to be valid.
7. Prom­ises made orally by us pri­or to the con­clu­sion of the con­tract and/or agree­ments made by the parties pri­or to the con­clu­sion of the con­tract shall be replaced by the agree­ment made on the basis of these GTC, unless they expressly state that they shall con­tin­ue to be bind­ing in any case.

II. Conclusion of contract

1. Our offers are sub­ject to change and non-binding.
2. Orders of the cus­tom­er are bind­ing and the cus­tom­er is bound to his offer for a peri­od of 14 days from receipt of the order by us. Dur­ing this peri­od we can accept the customer’s order by con­firm­ing the order in text form or by deliv­er­ing the goods.
3. Our product descrip­tions, draw­ings and rep­res­ent­a­tions of the goods and products, inform­a­tion on tech­nic­al data and oth­er inform­a­tion pro- vided by us on the goods or on products and ser­vices are only approx­im­ate val­ues and approx­im­ately decis­ive, unless the usab­il­ity of the goods or ser­vices for the pur­pose of the con­tract requires exact con­form­ity. These details and rep­res­ent­a­tions are descrip­tions of the goods or ser­vices, but not war­ran­ted char­ac­ter­ist­ics. Inso­far as this does not impair the con­trac­tu­ally inten­ded usab­il­ity of the goods or ser- vices, cus­tom­ary devi­ations and devi­ations due to leg­al reg­u­la­tions or tech­nic­al improve­ments are per­miss­ible. The replace­ment of cer­tain com­pon­ents by oth­er, equi­val­ent parts is also permitted.
4. We reserve all prop­erty rights, indus­tri­al prop­erty rights and copy­rights to all samples, cal­cu­la­tions, mod­els, offers, cost estim­ates and sim­il­ar inform­a­tion of a phys­ic­al and non-phys­ic­al nature — also in elec­tron­ic form. The cus­tom­er is not entitled to make this inform­a­tion avail­able to third parties without our pri­or con­sent in text form and must return it to us free of charge or, at our dis­cre­tion, des­troy it if the con­tract is not concluded.

III. Payment

1. Unless oth­er­wise agreed, our prices are ex works plus value added tax, in case of deliv­ery plus pack­aging, trans­port, freight. Any cus­toms du- ties and/or oth­er charges shall be borne by the customer.
2. Unless oth­er­wise agreed, pay­ments are due with­in 14 days of receipt of our invoice by the cus­tom­er and deliv­ery or accept­ance of the goods or oth­er con­trac­tu­al due dates.
3. The uncon­di­tion­al cred­it­ing to our bank account is decis­ive for the timeli­ness of payment.
4. The cus­tom­er shall be in default upon expiry of the pay­ment peri­od described above. Dur­ing the peri­od of default, the invoice amount affected by the default shall be sub­ject to interest at the stat­utory default interest rate. How­ever, we reserve the right to assert fur­ther dam­ages caused by delay, also the claim for interest on due date accord­ing to § 353 HGB remains unaffected.
5. We are entitled to make a deliv­ery wholly or partly depend­ent on pay­ment in advance; if we do so, we will declare the cor­res­pond­ing reser­va­tion at the latest with our order confirmation.
6. The cus­tom­er is only entitled to rights of reten­tion and set-off inso­far as his coun­ter­claims are undis­puted or have been leg­ally established.
7. We are entitled to charge reas­on­able advance pay­ments for com­pleted par­tial ser­vices. If the cus­tom­er does not pay or does not pay on time on an advance invoice, we are entitled to make fur­ther ful­fil­ment of the con­tract depend­ent on pay­ment of the advance. If the cus­tom­er does not pay or does not pay on time on an instal­ment invoice, we are also entitled to with­draw from the con­tract if we have pre­vi­ously reques­ted the cus­tom­er to pay in text form with­in a reas­on­able peri­od of time. The asser­tion of claims for expenses and dam­ages remains unaffected.

IV. Shipment

1. Our deliv­er­ies are ex works, unless oth­er­wise agreed.
2. If we spe­cify peri­ods or dead­lines for deliv­ery, these are non-bind­ing approx­im­ate val­ues unless these peri­ods or dead­lines are expressly des­ig­nated as bind­ing or agreed as binding.
3. If dis­patch of the goods to the cus­tom­er has been agreed, the time of han­dover of the goods to the for­ward­ing agent, car­ri­er or oth­er third party com­mis­sioned with the trans­port is decis­ive for com­pli­ance with the deliv­ery peri­ods or deliv­ery dates. Oth­er­wise, the point in time at which we have noti­fied the cus­tom­er that the goods are ready for dis- patch shall be decis­ive for com­pli­ance with deliv­ery peri­ods or deliv­ery dates; if accept­ance is required, this shall be the point in time at which we noti­fy the cus­tom­er that the goods are ready for acceptance.
4. All deliv­ery dates and deliv­ery peri­ods are sub­ject to prop­er and timely sup­ply to ourselves, provided that we are not respons­ible for the delay or incor­rect sup­ply to ourselves. We shall inform the cus­tom­er imme­di­ately if there is a threat of delays in deliv­ery dates or deliv­ery peri­ods due to incor­rect or untimely sup­ply to ourselves.
5. We are entitled to make par­tial deliv­er­ies, provided this is reas­on­able for the cus­tom­er, the par­tial deliv­ery does not cause him any con­sider- able addi­tion­al work or addi­tion­al costs which we do not assume, the deliv­ery of the remain­ing part of the goods is ensured and a par­tial de- liv­ery can be used by the cus­tom­er tak­ing into account the pur­pose of the contract.
6. We shall not be liable for delays in deliv­ery or the impossib­il­ity of deliv­ery caused by force majeure or oth­er events which were not fore­see­able by us at the time the con­tract was con­cluded and for which we are not respons­ible (e.g. labour dis­putes, short­age of raw mater­i­als, oper­a­tion­al dis­rup­tions through no fault of our own). If the deliv­ery becomes impossible for us due to such events or due to force majeure or if it becomes unreas­on­ably dif­fi­cult, tak­ing into account the value of the goods, we are entitled to with­draw from the con­tract. If we are only tem­por­ar­ily pre­ven­ted from deliv­er­ing as a res­ult of such events or force majeure, the deliv­ery dates or deliv­ery peri­ods shall be post­poned by the peri­od dur­ing which the imped­i­ment to per­form­ance exists, but plus a start-up peri­od of one week. In this case, the cus­tom­er is entitled to with­draw from the con­tract if he can­not reas­on­ably be expec­ted to accept the delayed deliv­ery and if he informs us imme­di­ately in text form after we have informed him of the imped­i­ment to per­form­ance, which we are obliged to do imme­di­ately after the imped­i­ment to per­form­ance becomes appar­ent. The right of the cus­tom­er to with­draw from the con­tract in the event of impossib­il­ity of per­form­ance under the stat­utory con­di­tions remains unaffected.
7. The stat­utory pro­vi­sions shall apply to the exist­ence of a delay in deliv­ery on our part, how­ever, a remind­er from the cus­tom­er in text form is required in any case for the occur­rence of a delay in deliv­ery, unless we have ser­i­ously and finally refused delivery.
8. If our deliv­ery is delayed for reas­ons for which the cus­tom­er is respons­ible (e.g. if the cus­tom­er fails to per­form an act of cooper­a­tion owed by him or per­forms it late) or if the cus­tom­er is in default of accept­ance, we shall be entitled to demand com­pens­a­tion from the cus­tom­er for expenses and/or dam­ages incurred by us as a res­ult. We are there­fore entitled to demand a flat-rate com­pens­a­tion from the cus­tom­er in the amount of 0.25% of the value of the goods per cal­en­dar day, begin­ning on the day after the agreed deliv­ery date or the noti­fic­a­tion of read­i­ness for dis­patch or accept­ance by us, if no deliv­ery date has been agreed, but not exceed­ing a total of 5% of the value of the goods. How­ever, this flat-rate com­pens­a­tion shall not apply if the cus­tom­er proves that we have actu­ally suffered a sub­stan­tially lower loss or no loss at all. Our fur­ther leg­al rights and the proof of high­er dam­ages remain unaf­fected. In any case, the lump-sum com­pens­a­tion shall be set off against our fur­ther claims.
9. The risk of acci­dent­al loss and/or acci­dent­al deteri­or­a­tion of the goods shall pass to the cus­tom­er upon exe­cu­tion of the deliv­ery or ser­vice, unless oth­er­wise agreed. If the dis­patch of the goods has been agreed, the risk of acci­dent­al loss and/or acci­dent­al deteri­or­a­tion shall pass to the cus­tom­er upon han­dover of the goods to the for­ward­er, car­ri­er or oth­er per­son des­ig­nated to carry out the dis­patch. This shall also apply if par­tial deliv­er­ies are made or we owe fur­ther ser­vices (such as com- mis­sion­ing or installation).
10. We are entitled to com­mis­sion sub­con­tract­ors to ful­fil our exist­ing con­trac­tu­al oblig­a­tions towards the customer.

V. Retention of title

1. The goods shall remain our prop­erty until all claims we are entitled to against the cus­tom­er under the con­tract on which the deliv­ery is based have been ful­filled in full.
2. The cus­tom­er is obliged to treat the goods delivered to him under reten­tion of title with care and to insure them at his expense against fire and water dam­age and against theft at replace­ment value.
3. The cus­tom­er may not pledge the goods delivered under reten­tion of title to third parties or assign them as secur­ity as long as our claim se- cured by the reten­tion of title has not been settled. If third parties seize the goods delivered under reten­tion of title or if oth­er access to these goods is made by third parties, the cus­tom­er is obliged to inform these third parties of our own­er­ship and to inform us imme­di­ately in text form. Neces­sary costs which we have to bear with­in the scope of the extra- judi­cial and judi­cial asser­tion of our prop­erty rights against the third party shall be reim­bursed to us by the cus­tom­er, unless they are reim­bursed by the third party.
4. We are entitled to take back the goods delivered under reser­va­tion of title after we have set the cus­tom­er a reas­on­able dead­line for per­form­ance and this dead­line has expired fruit­lessly if the cus­tom­er fails to meet due pay­ment oblig­a­tions or fails to meet them on time. In this case the cus­tom­er shall bear the trans­port costs incurred for the return. If we take back goods delivered under reten­tion of title, this shall con- sti­tute a with­draw­al from the con­tract; this shall also apply if we seize the goods delivered under reten­tion of title.
5. The cus­tom­er may use, resell and/or pro­cess the goods delivered un- der reten­tion of title in the ordin­ary course of busi­ness. Regard­ing this, the fol­low­ing applies in addition:

•  The cus­tom­er already now assigns to us the claims res­ult­ing from the resale of the goods delivered under reten­tion of title as well as those claims in rela­tion to the goods delivered under reten­tion of title which he is entitled to or will be entitled to in the future against his cus­tom­er or oth­er third parties for oth­er reas­ons (e.g. claims from insur­ance bene­fits or tort); we accept this assignment.
• The cus­tom­er him­self remains author­ised to col­lect the above-men­tioned claims and we under­take not to col­lect these claims ourselves as long as the cus­tom­er ful­fils his con­trac­tu­al oblig­a­tions towards us, in par­tic­u­lar is not in default of pay­ment, no applic­a­tion is made for the open­ing of insolv­ency pro­ceed­ings against the customer’s assets and there are no oth­er defects in his abil­ity to pay which jeop­ard­ise our claim to remu­ner­a­tion. If such a case occurs, how­ever, the cus­tom­er is obliged to inform his debt­ors of the assign­ment and to name his debt­ors to us as well as to provide all inform­a­tion neces­sary for the col­lec­tion of these assigned claims and to hand over to us the cor­res­pond­ing documents.
• Any pro­cessing or trans­form­a­tion of the goods delivered to the cus­tom­er under reser­va­tion of title shall always be car­ried out for us. If the goods delivered under reten­tion of title are pro­cessed with items that are not our prop­erty, we shall acquire co-own­er­ship of the newly cre- ated item in the ratio of the value of the goods delivered to the cus­tom­er under reten­tion of title (invoice amount includ­ing VAT) to the oth­er pro­cessed items at the time of pro­cessing. The same applies to the new object cre­ated as a res­ult of pro­cessing as to the goods delivered to the cus­tom­er under reten­tion of title.
• In the event of insep­ar­able con­nec­tion or mix­ing of the goods delivered to the cus­tom­er under reser­va­tion of title with items that are not our prop­erty, we shall acquire co-own­er­ship of the new item cre­ated by con­nec­tion or mix­ing in the ratio of the value of the goods delivered under reser­va­tion of title (invoice amount includ­ing VAT) to the oth­er con­nec­ted or mixed items at the time of con­nec­tion or mix­ing. If the com­bin­a­tion or mix­ing is car­ried out in such a way that the item not owned by us is to be regarded as the main item, the cus­tom­er hereby assigns to us the pro­por­tion­al co-own­er­ship of the newly cre­ated item and we accept this assignment.
• Inso­far as we acquire co- or sole own­er­ship of a newly cre­ated object, the cus­tom­er shall hold this in safe­keep­ing for us. At the customer’s request, we shall release secur­it­ies of our choice if the real­is­able value of the secur­it­ies exceeds our claims by more than 10%.

VI. Warranty

1. The cus­tom­er is obliged to care­fully inspect the goods imme­di­ately after deliv­ery and to report defects in writ­ing imme­di­ately after their dis­cov­ery. With regard to obvi­ous defects or such defects that would have been recog­nis­able with imme­di­ate, care­ful exam­in­a­tion, the goods shall be deemed to have been approved by the cus­tom­er if he does not give us writ­ten notice of these defects with­in 7 work­ing days of the trans­fer of risk. With regard to oth­er defects, the goods shall be deemed to have been approved by the cus­tom­er if the cus­tom­er does not noti­fy us of the defect in text form with­in 7 work­ing days after dis­cov­ery of the defect. How­ever, if the defect was already recog­nis­able to the cus­tom­er at an earli­er point in time dur­ing nor­mal use of the goods, this earli­er point in time shall be decis­ive for the start of the peri­od for lodging a complaint.
2. If the goods or ser­vices are defect­ive, we may choose the type of sub- sequent per­form­ance. The right to refuse sub­sequent per­form­ance in accord­ance with the leg­al require­ments remains unaf­fected. The sub- sequent per­form­ance owed by us does not include the remov­al of the defect­ive item and the rein­stall­a­tion of a defect-free item, if we were not ori­gin­ally obliged to install it.
3. We are entitled to make sub­sequent per­form­ance depend­ent on the pay­ment of the pur­chase price. How­ever, the cus­tom­er is entitled to retain a reas­on­able part of the price in rela­tion to the defect.
4. If the goods or ser­vices are defect­ive, we shall bear the costs of sub- sequent per­form­ance. If the customer’s demand for the remov­al of defects turns out to be unjus­ti­fied in ret­ro­spect, we can demand com­pens­a­tion from the cus­tom­er for the costs incurred due to the unjus­ti­fied demand for the remov­al of defects.
5. If and inso­far as the cus­tom­er mod­i­fies the goods or has them mod­i­fied by third parties without our con­sent and if this makes it impossible or unreas­on­ably dif­fi­cult for us to rec­ti­fy the defect, the customer’s war­ranty rights shall lapse. If such changes to the goods res­ult in addi­tion­al costs for the remov­al of the defect, the cus­tom­er shall reim­burse us for these addi­tion­al costs.
6. If the defect­ive­ness of a com­pon­ent of anoth­er man­u­fac­turer used by us leads to the defect­ive­ness of our goods or ser­vices and if we can­not rem­edy this defect­ive­ness for leg­al and/or fac­tu­al reas­ons, we can as- sign to the cus­tom­er the claims for defects to which we are entitled on our side against the third man­u­fac­turer; in this case, war­ranty claims of the cus­tom­er against us exist only and only to the extent that the leg­al enforce­ment of the claims for defects against the third man­u­fac­turer assigned to the cus­tom­er was unsuc­cess­ful or is futile. For the dur­a­tion of the customer’s claim against the third party man­u­fac­turer, the lim­it­a­tion of the customer’s war­ranty claims against us is suspended.
7. The cus­tom­er is obliged to inform us imme­di­ately if third parties assert claims against him in rela­tion to our goods or ser­vices on account of the infringe­ment of indus­tri­al prop­erty rights or copy­rights. If the goods viol­ate an indus­tri­al prop­erty right or copy­right of a third party and the respons­ib­il­ity for this does not lie with the cus­tom­er (example for cus­tom­ers’ respons­ib­il­ity: the goods have been man­u­fac­tured accord­ing to his spe­cific­a­tions), we shall, at our dis­cre­tion, either modi­fy or ex- change the goods in such a way that the rights of third parties are no longer viol­ated, but the goods nev­er­the­less con­tin­ue to com­ply with the con­trac­tu­ally agreed qual­ity, or pro­cure the right of use for the cus­tom­er. If we do not suc­ceed in doing so with­in a reas­on­able peri­od of time, both the cus­tom­er and we shall be entitled to with­draw from the contract.
8. If the products are man­u­fac­tured accord­ing to the customer’s draw­ing, we shall only be liable for com­pli­ance with the drawing.
9. Oth­er­wise, the customer’s war­ranty claims shall be determ­ined in accord­ance with the stat­utory provisions.
10. If the goods are free of defects in the rela­tion­ship between us and our cus­tom­er, we shall not be liable for defects in the rela­tion­ship between our cus­tom­er and his cus­tom­er due to a devi­ation of the product from the object­ive require­ments. Our cus­tom­er shall determ­ine qual­ity agree­ments between him and us, which may lead to a devi­ation of the product from the object­ive require­ments in the rela­tion­ship with his cus­tom­er, by inde­pend­ent and sep­ar­ate agree­ment with his customer.

VII. Liability

1. We shall only be liable for dam­ages — irre­spect­ive of the leg­al grounds

• in the event of intent and gross neg­li­gence. In the case of simple neg­li­gence, we shall only be liable
• for dam­ages res­ult­ing from injury to life, body or health,
•  for dam­ages res­ult­ing from the breach of an essen­tial con­trac­tu­al oblig­a­tion (oblig­a­tions the ful­fil­ment of which makes the prop­er exe­cu­tion of the con­tract pos­sible at all and on whose ful­fil­ment the cus­tom­er reg­u­larly relies on and may rely on), whereby the liab­il­ity in this case is lim­ited to the replace­ment of the fore­see­able, typ­ic­ally occur­ring damage

2. The above lim­it­a­tion of liab­il­ity shall not apply to claims of the cus­tom­er under the Product Liab­il­ity Act and to the extent that we are leg­ally com­pulsor­ily liable or have fraud­u­lently con­cealed a defect or have assumed a guar­an­tee for the qual­ity of the goods.
3. A free right of ter­min­a­tion by the cus­tom­er (espe­cially accord­ing to §§ 651, 649 BGB) is excluded. The cus­tom­er may only with­draw or ter­min­ate due to a breach of duty on our part which does not con­sist of a defect if we are respons­ible for this breach of duty.

VIII. Applicable law and place of jurisdiction

1. The leg­al rela­tions between us and the cus­tom­er are sub­ject to the law of the Fed­er­al Repub­lic of Ger­many, which applies to the leg­al rela­tions between domest­ic con­trac­tu­al part­ners with­in the Fed­er­al Repub­lic of Ger­many. The Con­ven­tion on the Inter­na­tion­al Sale of Goods (UN Sales Con­ven­tion) is excluded.
2. The exclus­ive place of jur­is­dic­tion for all dis­putes arising from or in con­nec­tion with the con­trac­tu­al rela­tion­ship between us and the cus­tom­er is our registered office in Vlotho (Biele­feld dis­trict court). Man­dat­ory stat­utory pro­vi­sions on exclus­ive places of jur­is­dic­tion shall remain unaffected.

Last update: January 2022

pronorm Einbauküchen GmbH Höferfeld 5-7

32602 Vlotho