General Terms and Conditions for Deliveries and Services
- The original German text shall be the governing version. -
1. General, Scope
1.1 All deliveries and services in business dealings with entrepreneurstake place exclusively under our general terms andconditions for deliveries and services (hereinafter "terms ofsale"). We oppose deviating regulations, especially conflictingterms of purchase of the customer, unless we expresslyagreed to the validity in writing. Our terms of sale apply evenif we complete unconditional delivery to the customer whileknowing that the terms of sale of the customer are in conflictwith our own.
1.2 Our terms of sale only apply to entrepreneurs within themeaning of section 310, paragraph 1 of the BGB (German Civil Code), to current business relationships and to all futuretransactions with the customer.
2. Offer and Order, Reservation of Right of Modificationand Copyright
2.1 Except where expressly identified by us as binding, documentssuch as diagrams, drawings and measurements, inparticular, in print media and online on our website www.dehn-international.com, are only indicative.
2.2 Should our order confirmation contain reasonable expansions,limitations, or other modifications with respect to theorder, then the customer's agreement is implied, if he/shedoes not immediately, at the latest however within 3 businessdays from receipt of the order confirmation, oppose it.
2.3 Any order placed in our web shop shall be regarded as anoffer to conclude a sales contract. A sales contract only comesinto existence if the customer receives a written order confirmationor the goods are delivered / services are rendered.
2.4 Our goods are only delivered in the packaging units indicatedin the catalogues. If a different number of items is ordered,the amount and price of the next larger packaging unit isconsidered agreed upon.
2.5 We reserve the right to make technical modifications to ourservices, insofar as such modifications promote technical progressor are unavoidable based on other circumstances andare reasonable for the customer.
2.6 We reserve ownership and copyright rights to diagrams,drawings, calculations, and other documents; these may notbe made available to third parties without our express writtenconsent.
3. Prices, Value-Added Tax, Packaging Costs, Terms of Delivery
3.1 Our prices are subject to change without notice.
3.2 Prices,unless otherwise agreed, include customarypackaging and are quoted FCA: Mühlhausen, Germany (INCOTERMS®2010 ICC) without value-added tax. VAT is to be reimbursed to us at the statutory rate on the day of invoicing.
3.3 The cost of non-customary packaging, e.g., collective or seaworthypackaging, is invoiced separately. The customer bearsthe cost of the disposal or return of packaging.
4. Passing of Risk, Optional Insurance
Unless otherwise agreed, the risk of accidental loss and deterioration passes to thecustomer upon dispatch to the customer from our warehouseor plant, even if carriage-paid delivery is agreed upon. At therequest and expense of the customer, we will insure the deliveryagainst breakage, damage to goods in transit and firedamage.
5. Payment Due Dates, Discounts, Right of Refusal, Default,Small Order Quantity Surcharge
5.1 Unless otherwise agreed, invoices are payable net 10 days.The customer shall pay the costs of payment. Discountamounts are deductible only if they have been agreed on withus and all accounts payable due have been paid.
5.2 If the customer is in default with his payments, interest onthe outstanding amount shall be payable at the rate of 9 %above the base interest rate. We reserve the right to proveand allege higher default damages. The right of early noticeof default remains unchanged. If we are required to advanceperformance and, if after the execution of the contract, itbecomes apparent that our claim, in particular for payment,may be jeopardised by the customer's inability to perform, wemay refuse performance.
5.3 The customer cannot charge counter-claims against our duepayment claims or exercise a right of retention, unless thecustomer is entitled to a claim recognised by declaratoryjudgement that is not contested by us and if, while exercisingthe right of retention, the counter-claim from the customer isbased on the same contractual relationship.
5.4 Orders, with the exception of cash sales, for which the netamount (invoiced amount without shipping costs and value-added tax) is less than € 75.00, a small order surcharge of€ 25.00 will be charged.
6. Retention of Title, Assignment, Release of Securities
6.1 Delivered goods remain our property until the payment of allopen business claims up to the point of invoicing. The claimsof the customer including value-added tax from the resaleof reserved goods, i.e., from a work performance using ourgoods, should already be transferred to us in the amount ofthe open invoice. In the case that the reserved goods fromthe customer are sold together with other goods that do notbelong to us, whether it be without or after processing, orare delivered within the framework of a working contract,the assignment of the resulting claim of the reserve buyer iscalculated in the amount of the value of the reserved goods.
6.2 Should the value of the granted securities exceed the claimsby more than 10 %, we are obliged to retransfer or releasethe securities upon request. We shall select the securities tobe released.
6.3 Our goods may only be transferred within the framework ofproper business activity. The customer is not allowed to pawnor transfer the ownership of goods that are still in our possession.
6.4 At our request, the customer is obliged to inform us of thepurchaser and the arranged price and to show the assignmentto its debtor.
7. Delivery Period and Date
7.1 The start of the delivery period presupposes the involvementof the customer for the clarification of all technical questions.
7.2 Delivery periods as well as delivery dates will be appropriatelyextended if they cannot be adhered to as a result ofmilitary mobilisation, war, uprising, strike or lockout, delayeddelivery of raw and auxiliary materials, late delivery by oursuppliers, or similar circumstances beyond our control. A lastingobstruction under these circumstances gives us the rightto withdraw from the contract without liability for damages.
8. Liability for Material and Title Defects, Recourse of the Customer
8.1 We shall assume liability without restriction in compliancewith the statutory regulations, provided that the customerasserts claims for damage compensation, which are attributableto wilful intent or gross negligence, including wilfulintent and gross negligence on the part of our representativesor vicarious agents.
8.2 We shall assume liability without restriction in compliancewith the statutory regulations, in case of culpable injury tolife, limb or health; this shall also apply to the mandatoryliability under the Product Liability Act.
8.3 In so far as a defect of the subject of the contract exists forwhich we are liable, we shall at our discretion either remedythe defect or deliver a non-defective object of the contract(subsequent performance).
8.4 If said subsequent performance should fail or if it is unreasonablefor the customer, or if we refuse seriously and conclusivelyto do so or if we have delayed rectification unreasonablyor if other circumstances prevail, which justify immediatewithdrawal or damage compensation, taking account of theinterests on both sides, then the customer shall be entitled toreduce the contract price or to withdraw from the contractand/or to demand damage compensation. In the event of onlya slight infringement of contract, in particular in the eventof only slight defects, the customer shall not be entitled towithdrawal.
8.5 Insofar as not otherwise specified above, liability shall be excluded.
8.6 The limitation period for claims based on defects, - subjectto nos. 8.1 and 8.2 - shall be 12 months from delivery of thegoods. This limitation period shall not apply insofar as section 438 paragraph 1 no. 2 BGB (German Civil Code) stipulates longer periods.
8.7 Claims for recourse by the customer in accordance with section 445a BGB (German Civil Code) shall also be subject to a limitation period of 12 months from the beginning of the statutory limitation period, provided that the last contract in the supply chain is not a purchase of consumer goods.
8.8 Numbers 8.1 to 8.7 shall not affect the rights of the customer, ifwe have fraudulently concealed a defect or have assumed aguarantee for quality.
9. Overall liability
9.1 Any further liability for compensation than that provided innumber 8 - irrespective of the legal nature of the asserted claim- shall be excluded. This shall in particular apply to damageclaims for liabilities resulting from culpa in contrahendo, forother breaches of duty or for tortious claims for damage compensationacc. to § 823 BGB (German Civil Code).
9.2 Limitation according to 9.1 shall also apply, insofar as thecustomer claims reimbursement for useless expendituresinstead of claiming compensation for damages in place ofperformance.
9.3 As far as the liability for compensation against us is excludedor restricted, this shall also apply with regard to the personalliability for damages of our employees, workers, representativesand vicarious agents.
10. Return of Goods without Legal Liability
10.1 If no legal claim to return exists, delivered goods will beaccepted only with previous agreement from us. Returnswithout previous agreement will be made available for return shipmentto the sender FCA: Mühlhausen, Germany (INCOTERMS®2010 ICC) without inspection. The customer bearsthe shipping costs for the return delivery in No. 10.1.
10.2 The goods must still be in the original packaging. Specialorders, customer-specific versions, made-to-order products or deliveries dating back further than three monthscannot be returned. In order to cover the costs of goods returns,a processing fee of 20 % of the net value of the goodsor € 25.00, whichever is the greater, shall be applied, unlessthe customer can prove to us that we have incurred no orconsiderably smaller damage. If the goods can no longer beresold at the list price at the time of the return, an additionaldeduction (old goods deduction) will be made in addition tothe processing fee. If we make an exception and agree toaccept the return of parts that are unpackaged or that are nolonger in their original packaging, an expense remunerationof at least 15 % will be charged for reworking and repackagingin addition to the processing fee and, if applicable, the oldgoods deduction, unless the customer can prove to us that wehave incurred no or considerably smaller damage.
10.3 Returned goods will only be credited to a new invoice. Creditscannot be used to clear invoices due at the time of the return.
11. Product Information, No Advisory Obligation
Our deliveries are intended only for speciality stores or skilledusers. Our user information and instructions are limited to thedetails of each written product information (e.g., installationinstructions, catalogues, data sheets). Further advisory obligationsdo not exist. Application, use, and processing of theproducts lie solely in the customer's realm of responsibility.
12. Additional Conditions for the Provision of Services
12.1 We make our offers without conducting a separate test toascertain the suitability of the products for the relevant customerproject. Our liability is excluded unless we were awareof anything contrary to suitability or we were not so awaredue to gross negligence. The customer is responsible for conductingthe requisite test.
12.2 We also make our offers on the basis of the specificationssubmitted by the customer without conducting a separatetest to ascertain the suitability of the products on an individualbasis. Our liability is excluded unless we were aware ofanything contrary to suitability or we were not so aware dueto gross negligence when checking the specifications. Thecustomer is responsible for conducting the requisite test.
12.3 Our application proposals with product recommendations areof a general nature and are neither designed for applicationto an individual case nor intended to enable such application.Our application proposals are therefore non-binding. We donot accept any liability in this respect. It is absolutely essentialto conduct an appropriate test on an individual basis. Thecustomer is responsible for conducting such a test.
12.4 Our concept proposals with product recommendations donot replace the prevailing recognised engineering standards.The concept proposals with product recommendations do notclaim to be exhaustive, unless expressly agreed otherwise.Our conceptual suggestions with product recommendationsdo not replace a concrete planning and inspection procedure.The ordering party must perform this procedure, whereby anyliability whatsoever on our part is excluded; as an optionalextra, you may wish to separately order the DEHNconceptplanning services.
12.5 The sole purpose of the seminars we organise for the customeris to broaden his knowledge and to enable him tocheck his level of knowledge. We do not monitor and test theknowledge that the customer acquires and applies. We do notaccept any liability in this respect. The seminars will alwaysbe kept up to date so that they meet the requirements of therecognised engineering standards.
13. Use and Protection of Customer Data
We use customer data, which concern the business dealingswith the customer, in terms of the Federal Data ProtectionAct.
14. Applicable Law, Jurisdiction
14.1 German law applies to the mutual contractual obligations,their materialisation, interpretation, and implementation aswell as all resulting contractual and business relationships.The application of the UN Agreement on Contracts on theInternational Purchase of Goods and the thereafter enactedlaws of the Federal Republic of Germany is excluded.
14.2 Place of performance and jurisdiction for delivery, payment,and for all obligations, including those from exchange andcheque payments - if the customer is a businessperson,legal entity of public law or of special fund under public law- is exclusively Nuremberg.
15. Export controls
All deliveries and services are subject to the proviso that the fulfilment is not prevented by any impediments arising out of national or international regulations, in particular export control regulations, embargos and other sanctions. The Customer is obliged to provide all information and documents required for export/shipment/import. Delays due to export controls and approval procedures invalidate deadlines and delivery times. If the required approvals are not granted, the contract regarding the parts concerned shall be regarded as not concluded; Claims for damages in this respect and due to the afore-mentioned exceeding of deadlines are excluded.
16. VAT Identification Number
VAT ID No. DE 133251475
DEHN + SÖHNE GmbH + Co.KG.Nürnberg - Neumarkt
Status: January 2018