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