Terms and conditions of sale and delivery of EHRLE GmbH, Industriestraße 3, 89165 Dietenheim for business transactions (B2B)
The following General Terms and Conditions shall apply to (all) legal transactions of EHRLE GmbH (hereinafter referred to as EHRLE) in which EHRLE is the seller of goods in commercial business transactions, unless individual agreements deviating from these provisions have been made. Terms and conditions of business of the Contractual Partner shall be rejected and shall not be recognized.
Our offers are always subject to change. In the case of written or verbal orders, the customer shall be bound to his contractual offer for 14 days. An order is accepted when it is confirmed by us in writing and/or by fax or e-mail or when we have delivered.
All information, dimensions, values, conditions of use and other contents contained in brochures, catalogs, on websites and in other documents are theoretical approximate values and are only binding if confirmed in writing and only to the extent that we were able to determine them on the basis of the available documents. Brochures are always valid in their current version at the time the contract is concluded. Minor deviations in color and/or shape that are customary in the trade are in accordance with the contract, provided they do not impair the functionality and are not visually unacceptable.
If documents, samples and/or other information are transmitted or passed on within the scope of the business relationship, these are protected by copyright. EHRLE is entitled to all copyrights.
Our customers undertake to treat the aforementioned objects and information as strictly confidential, not to copy, reproduce, pass on or distribute them, not to reproduce them or make them accessible to third parties in any other way and/or to inform third parties of them in any other way without the written consent of EHRLE. Any use of the protected documents, objects and other information without a contractual basis and without the consent of EHRLE is also prohibited. All samples, drawings and other documents provided by EHRLE, the transfer of which is not part of the purpose of the contract, shall remain the physical property of EHRLE.
Delivery periods shall commence upon dispatch of our order confirmation, provided that the customer has sent EHRLE all specifications and technical requirements to be provided by it. Otherwise, the delivery period shall not commence until this data has been transmitted. The delivery date shall be deemed to have been met when the goods leave EHRLE’s works. EHRLE shall only be in default without a reminder if a binding delivery date agreed in writing is exceeded on a specific calendar day. In this case, the customer shall grant a reasonable grace period of at least 4 weeks before withdrawing from the contract. Events of force majeure, unforeseeable circumstances and other unforeseeable disruptions to the business operations of EHRLE or its suppliers, which cannot be averted by EHRLE or its suppliers despite reasonable care in the circumstances of the case, shall postpone the delivery dates by a reasonable period of time. In such cases, EHRLE shall be released from its obligation to perform if delivery is not possible within a reasonable period of grace. If EHRLE has concluded a corresponding covering transaction with its upstream supplier to fulfill the purchase contract, EHRLE shall not be obliged to deliver if the upstream supplier is unable to deliver. EHRLE shall notify the customer of these circumstances without delay and, where applicable, repay any fees paid without delay.
EHRLE may refuse delivery if, after conclusion of the contract, facts become known which appear to jeopardize the Customer’s counter-performance due to its inability to pay and/or creditworthiness. In this case, delivery shall only be made if the customer pays in advance or provides appropriate security. EHRLE shall be entitled to set the customer a reasonable deadline for advance performance or the provision of security and to withdraw from the contract after expiry of the deadline. There is no need to set a deadline if the customer has fraudulently concealed the facts already known or negligently not known at the time of conclusion of the contract. Furthermore, in the aforementioned cases EHRLE shall be entitled to declare all claims arising from all business relationships with the Client due and payable.
The risk shall pass to the customer upon delivery of the contractual product to a forwarding agent or other person designated to carry out the shipment. Transport insurance against damage of any kind shall only be taken out at the express request of the buyer. The costs of transport insurance shall be borne by the Purchaser. The mode of shipment shall be determined by EHRLE. In justified cases, EHRLE shall be entitled to make partial deliveries to a reasonable extent. If free delivery is agreed, free delivery shall only apply to addresses within the Federal Republic of Germany. If the customer requests delivery abroad, all additional costs incurred, in particular customs costs, transportation costs from the border, fees for postage documents, import sales tax, etc., shall be borne by the customer.
The customer is responsible for the entire approval process, including the preparation and submission of all necessary plans for the entire assembly environment, for all masonry, concrete and drainage work as well as all work below the top edge of the floor, for all architectural services, in particular the review of the static calculation of the steel structure and the preparation of the reinforcement plan for the floor slab. The customer must always ensure safe access to and from the site on firm ground that can be driven on by forklift trucks or heavy trucks. All assembly work can only begin after completion of the masonry and concrete work and the provision of the waste water and energy connections including the underfloor heating in accordance with the official regulations. The customer must provide the necessary electricity and water with the corresponding connections at his own expense. The customer must provide all media connections (water, waste water, electricity, gas, oil) in good time. In the event of a breach of an obligation under this clause, all deadline agreements shall lapse. If EHRLE incurs additional costs as a result, the Customer shall be liable.
If EHRLE provides work services, the following shall apply to acceptance:
Acceptance shall take place either expressly upon acceptance or tacitly upon unconditional receipt at the customer’s premises. An inspection in the presence of EHRLE and the client must be specially agreed and shall take place on the acceptance date.
EHRLE shall retain title to the delivery item until receipt of all payments – including for any additional ancillary services owed – under the supply contract.
The seller retains title to the goods until full payment of the
purchase price. In the case of goods which the Buyer purchases from him within the framework of an ongoing business relationship, the Seller shall retain title until all his claims against the Buyer arising from the business relationship, including future claims, including those arising from contracts concluded at the same time or at a later date, have been settled. This shall also apply if individual or all of the Seller’s claims have been included in a current invoice and the balance has been struck and recognized. If, in connection with the payment of the purchase price by the Buyer, a liability of the Seller under a bill of exchange is established, the retention of title shall not expire before the bill of exchange has been honored by the Buyer as drawee.
If the Buyer is in default of payment, the Seller shall be entitled to take back the goods after issuing a reminder
and the Buyer shall be obliged to surrender them.
If the goods subject to retention of title are processed by the Buyer into a new movable item, the processing shall be carried out for the Seller without the Seller being obligated as a result; the new item shall become the property of the Seller. In the event of processing together with goods not belonging to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other goods at the time of processing. If the goods subject to retention of title are combined, mixed or blended with goods not belonging to the Seller in accordance with §§ 947, 948 BGB, the Seller shall become co-owner in accordance with the statutory provisions. If the Buyer acquires sole ownership by combining, mixing or blending, it hereby assigns co-ownership to the Seller in the ratio of the value of the goods subject to retention of title to the other goods at the time of combining, mixing or blending. In such cases, the Buyer shall store the item owned or co-owned by the Seller, which is also deemed to be goods subject to retention of title within the meaning of the above conditions, free of charge.
If goods subject to retention of title are sold alone or together with goods not belonging to the seller
, the buyer hereby assigns the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest; the seller accepts the assignment. The value of the goods subject to retention of title shall be the invoice amount of the seller, which, however, shall not be taken into account if it is opposed by third party rights. If the resold goods subject to retention of title are co-owned by the seller, the assignment of the claims shall extend to the amount corresponding to the value of the seller’s share in the co-ownership.
If goods subject to retention of title are installed by the Buyer as an essential component in a property, ship, ship under construction or aircraft of a third party, the Buyer hereby assigns the assignable claims for remuneration arising against the third party or the party concerned in the amount of the value of the goods subject to retention of title with all ancillary rights, including such rights to the granting of a security mortgage, with priority over the rest; the Seller accepts the assignment. Paragraph 9.3, sentences 2 and 3 apply accordingly.
If goods subject to retention of title are installed by the Buyer as an essential component in a property, ship, ship under construction or aircraft of the Buyer, the Buyer hereby assigns the claims arising from the sale of the property, property rights, ship, ship under construction or aircraft in the amount of the value of the goods subject to retention of title with all ancillary rights and with priority over the rest; the Seller accepts the assignment. Paragraph 9.3 sentences 2 and 3 shall apply accordingly.
The Buyer shall only be entitled and authorized to resell, use or install the goods subject to retention of title in the ordinary course of business and only on condition that the claims within the meaning of paragraphs 3 to 5 are actually transferred to the Seller. The Buyer shall not be entitled to dispose of the reserved goods in any other way, in particular by pledging them or assigning them as security.
The seller authorizes the buyer, subject to revocation, to collect the claims assigned in accordance with paragraphs 3-5. The seller shall not make use of his own authorization to collect as long as the buyer meets his payment obligations, including to third parties. At the request of the seller, the buyer must name the debtors of the assigned claims and notify them of the assignment; the seller is authorized to notify the debtors of the assignment himself.
The buyer must inform the seller immediately of any enforcement measures by third parties against the reserved goods or the assigned claims, handing over the documents necessary for the objection.
The right to resell, use or install the goods subject to retention of title or the authorization to collect the assigned claims shall expire upon suspension of payment and/or application for the opening of insolvency proceedings; the direct debit authorization shall also expire in the event of a cheque or bill protest. This does not apply to the rights of the insolvency administrator.
If the value of the securities granted exceeds the claims (possibly reduced by advance
and partial payments) by more than 20%, the seller shall be obliged to retransfer or release them at his discretion.
Upon settlement of all claims of the seller arising from the business relationship, ownership of the reserved goods and the assigned claims shall pass to the buyer.
Prices are quoted in EURO plus the currently applicable statutory VAT. All prices are ex works and do not include any ancillary services, in particular transport, insurance, packaging, postage, fees, installation, commissioning and other expenses in connection with the application at the customer’s premises, in particular additional expenses due to the fulfillment of official requirements at the place of installation and the preparation of prescribed building permit documents. Unless otherwise agreed, the prices shall be based on EHRLE’s price list valid at the time the contract is concluded. Our services for commissioning, maintenance, installation and other application support shall be invoiced on a time and material basis, whereby the hourly rates shall be based on our current price list.
Invoices are due immediately without deduction. In the event of a defect in the purchased item or the installation, the customer shall only have a right of retention of the purchase price to a reasonable amount depending on the nature of the defect and the impairment of use. If due payment dates are exceeded, EHRLE shall be entitled to demand default interest in accordance with § 288 BGB without further reminder. In the event of default, all selected discounts and other reductions shall lapse. The Customer may only offset counterclaims that are undisputed, recognized or enforceable, unless they are counterclaims arising from the same contractual relationship.
The statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below.
The assertion of claims for defects by the commercial customer presupposes that he has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).
EHRLE may refuse to remedy defects as long as the customer has not fulfilled all payment obligations with the exception of an amount corresponding to the reduction in the price of the defective goods. In this case, the Client shall only be obliged to make advance payment if EHRLE has confirmed liability for defects to the Client in text form within the framework of these GTC.
EHRLE shall be given the opportunity to inspect the notified defect on site.
Claims for defects shall lapse one year after the transfer of risk if the customer is an entrepreneur.
Before the customer can assert further claims or rights (withdrawal, reduction, damages or reimbursement of expenses), EHRLE shall first be given the opportunity to provide subsequent performance within a reasonable period of time. If subsequent performance fails despite at least two attempts at subsequent performance, if EHRLE refuses to provide subsequent performance or if subsequent performance is not possible or unreasonable for the customer, the customer may withdraw from the contract or reduce the remuneration (reduction). For the assertion of claims for damages and reimbursement of expenses, para. 11.
The customer’s warranty claims can no longer be asserted by the customer if the customer has carried out modifications or attempted repairs to the defect himself or has had them carried out by third parties without the prior written consent of EHRLE, unless the customer can prove that these modifications did not make the warranty work on the part of EHRLE more difficult or only made it insignificantly more difficult and that the reported defects are not attributable to these modifications or repairs.
The same shall apply if operating materials, cleaning and care products not approved by EHRLE are used without EHRLE’s written consent. In cases in which the customer raises an unjustified warranty claim and EHRLE incurs costs in examining the claim, the customer shall be liable for these costs if it has acted negligently.
EHRLE shall be liable for damages arising from injury to health, life or limb in the event of intent, gross negligence or slight negligence on the part of its legal representatives and/or vicarious agents. EHRLE shall only be liable for other damages arising from contractual or non-contractual breaches of duty in the event of gross negligence and intent on the part of its legal representatives and/or vicarious agents, unless material contractual or cardinal obligations have been breached. In the event of a breach of material contractual obligations or cardinal obligations, EHRLE shall also be liable for slight negligence, but only for damages foreseeable at the time the contract was concluded. This liability shall be limited to the claims covered by EHRLE’s liability insurance. This shall not apply if EHRLE has not taken out adequate liability insurance. EHRLE shall not be liable for information or advice unless these are expressly part of the contract. Information and advice in connection with the execution of an order are not essential contractual obligations for which liability shall be limited to gross negligence and foreseeable damage. Exclusions of liability under these General Terms and Conditions do not apply to claims under the Product Liability Act.
The customer is liable for his specifications and other information on planning and production as well as for the suitability of the installation environment. All additional costs incurred due to incorrect information or an unsuitable installation environment shall be borne by the customer. The customer shall be responsible for the correctness of its details and for the timely provision of all necessary information; in particular, the customer shall be liable for all additional costs arising from a breach of this obligation to cooperate.
If the client refuses a duly ordered product or system or if the client declares verbally or analogously prior to delivery, including by remaining silent in response to a corresponding written request containing a corresponding reference to the legal consequences of this paragraph, that it will not accept it, EHRLE may withdraw from the contract without further warning and demand compensation in lieu of performance. In the event that EHRLE withdraws from the contract at the Client’s instigation, in particular due to default in payment or in the case of clause 3. or any other unjustified rescission of the contract at the Client’s instigation following delivery and the taking back of delivered goods, EHRLE shall be entitled to compensation for damages and expenses as follows:
EHRLE shall be entitled to liquidated damages for non-performance in the amount of 25% of the net order volume. EHRLE shall be reimbursed for expenses incurred as a result of the contract, e.g. outward and return transportation and assembly costs, etc., in the amount incurred in each case. The hourly flat rate per employee shall be EUR 65.00 plus VAT and the flat rate for travel costs shall be EUR 1.10 per km plus VAT. These cost rates shall also apply in the other cases of these General Terms and Conditions, according to which the Client shall bear the costs. EHRLE shall be at liberty to prove and claim higher damages instead of the flat rates for damages, and the client shall also be able to demonstrate and prove that EHRLE has incurred lower damages. If the customer is in default of acceptance, it shall pay the storage costs incurred after a delay of more than 14 days.
The protection of personal data is very important to us. Our data protection practices are therefore in line with the General Data Protection Regulation (GDPR). In this respect, we refer to our privacy policy, available on our homepage at www.ehrle.com.
The place of performance and jurisdiction for deliveries and payments, as well as all disputes arising between the parties, shall be the Seller’s headquarters in 89165 Dietenheim, Germany, insofar as the Buyer is a merchant, a legal entity under public law or a special fund under public law. However, the Seller shall also be entitled to sue the Buyer at its registered office. The relations between the contracting parties shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. If the customer is not domiciled in Germany, or moves his domicile out of Germany after conclusion of the contract, or if his domicile or usual place of residence is not known at the time the action is brought, the place of performance and jurisdiction shall be, at EHRLE’s discretion, the registered office of EHRLE or that of the customer.
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