GTCB
General Terms and Conditions of Business (GTCB) of Döbler GmbH
1. Scope of validity
These General Terms and Conditions of Business (GTCB) of Döbler GmbH apply to all business relationships maintained by Döbler GmbH.
The following terms of delivery and payment supplement existing law and form the basis for the delivery and service contracts of the supplier (user). Deviating terms and conditions of the customer are only binding for the supplier if expressly confirmed in writing by the supplier. All offers issued by Döbler GmbH are non-binding. Information provided on the website or similar information does not represent any binding contractual offer on the part of Döbler GmbH.
2. Conclusion of contract
A delivery and service contract will not be deemed to have been concluded until the supplier issues a written order confirmation.
3. Prices
(1) Binding setting of prices will only be carried out when the supplier issues a written order confirmation and will be subject to the order details upon which the order confirmation is based remaining unchanged. Unless otherwise stated, the supplier’s prices are ex-works in euros and exclude the legal rate of value added tax current at the time of delivery.
(2) Packaging, postage, insurance and other transport costs are not included and will be charged for additionally.
(3) The customer will be charged for any changes to the ordered item made at his request after the order has been confirmed.
(4) The customer will be charged for construction drawings, tools, samples and similar preliminary work carried out at his request even if no order is placed. These terms and conditions thus also apply before any order is placed.
4. Delivery quantity, Delivery date
(1) Production-related surplus or short deliveries of up to 10% of the order quantity are permissible.
(2) The supplier is entitled to make partial deliveries.
(3) The delivery times stated by the supplier relate to the date on which the goods are dispatched. These delivery times will be deemed to have been met if the goods leave the factory on the date stated or the customer has been notified that the goods are ready for dispatch.
(4) The agreed delivery time will always commence after clarification of all technical and commercial details. Delivery times are thus, as a matter of principle, non-binding. Delivery deadlines are, without exception, only binding if the delivery time has been confirmed in writing to the customer as binding.
(5) Should action by the customer be required to manufacture the item or to execute delivery, then the delivery deadline will only commence upon full completion of this action by the customer.
(6) Should a delivery time not be met, then the customer must grant a reasonable period of grace which may not be less than three weeks.
(7) Should a delivery deadline including the reasonable period of grace not be met, then the supplier is solely liable for the invoice value of the quantity of goods which was not delivered on time and, at most, for the sum of the negative interest.
(8) Force majeure; interruption of operations and similar unforeseeable circumstances for which the supplier is not responsible will, for the duration of the interruption of operations, release the supplier from the obligation to meet delivery deadlines. The customer is, in such cases, not entitled in particular to withdraw from the contract and/or to assert any claim for damages.
5. Shipping and transfer of risk
(1) Risk will be transferred to the customer when the shipment is handed over to the individual carrying out transport or leaves the supplier’s works for shipment. Should, at the customer’s request, shipping be delayed or not carried out, then risk will be transferred to him upon notification of the goods’ readiness for dispatch.
(2) Shipments will, at the customer’s request, be insured in his name and on his account.
6. Warranty – Claims for defects
These terms and conditions apply solely to businesses, legal entities under public law or special bodies under public law. The warranty period is thus one year.
(1) Following delivery the customer must inspect the goods for freedom from defects without delay. Obvious defects must be notified to the supplier in writing immediately and no later than one week following receipt of the goods. Should obvious defects not be objected to or not be objected to in time or in the proper form, then the corresponding warranty will no longer apply.
(2) The customer’s right to assert claims resulting from defects will, in all cases, be limited to 12 months after transfer of risk unless the law specifies a longer, compulsory period of time. Should the customer be a supplier as defined by Sect. 14 BGB (German Civil Code), then Clauses 3) and 4) below will apply in addition to this clause.
(3) The supplier must be notified of any other defects within a week of their becoming known.
(4) Minor flaws which represent no significant impairment of either the item’s value or fitness for purpose/usability are excluded from the warranty.
(5) Insignificant, acceptable deviations in dimensions and workmanship – in particular in the case of repeat orders – will not entitle the customer to complain unless absolute compliance has been specifically agreed. Technical improvements and any technical alterations required will also be deemed to be contractually compliant insofar as they do not represent any deterioration in fitness for purpose.
(6) Should the supplier’s operating or maintenance instructions not be followed; changes be made to products; parts be replaced or expendable materials be used which do comply with the original specifications, then any and all warranty claims will become void unless the customer is able to disprove a correspondingly substantiated claim that one of these circumstances caused the defect.
(7) Liability for normal wear and tear is excluded.
(8) The supplier is entitled to carry out supplementary performance at his discretion. In other words, he may decide whether to rectify a defect or to make a new delivery. Should supplementary performance be unsuccessful, then the supplier is entitled to a second attempt. The supplier is also entitled to decide been a new delivery or rectification of the defect when carrying out a second attempt.
(9) The customer is only entitled to withdraw from the contract and/or assert any claim for damages if supplementary performance has repeatedly been unsuccessful. He will only have a claim to damages insofar as the supplier has acted with gross negligence or intent. Damages will, in all cases, be limited to negative interest. Claims for consequential damages are excluded unless they result from intent.
7. Breaches of duty – Limitation of liability
(1) The supplier’s liability for breaches of duty is limited to grossly negligent or intentional breaches of duty.
(2) The supplier is, as a matter of principle, not liable for breaches of duty resulting from the performance of works carried out on the basis of drawings, print templates or samples checked and approved by the customer for use as manufacturing documents. The supplier is not liable for the construction design and correctness of any documents produced. The supplier is, however, obliged to point out to the customer without delay the impossibility – insofar as recognizable – of technical implementation of the documents.
(3) Liability for infringement of third-party intellectual property rights when performing works is, in particular, excluded. The supplier has no obligation to verify compliance with third-party intellectual property rights.
(4) Claims for damages resulting from positive claim infringements; negligence when entering into a contract or unauthorised actions which are not simultaneously a breach of a major contractual obligation on the part of the supplier or his vicarious agents are excluded insofar as damages are not caused with intent or by gross negligence. This does not apply to claims for damages resulting from errors in the contractually presumed fitness for purpose intended to protect the customer against the risk of consequential damages. Claims for damages based on the German Act on Liability for Defective Products (PrdHG9) will remain unaffected by this, as will liability for injury to life, body or health.
8. Terms of payment
(1) Insofar as nothing else is agreed, all invoices issued by the supplier will be payable immediately without deductions.
(2) Should payment due dates be exceeded, then the supplier will be entitled to demand default interest at the rate of 5% above the base rate set by the Deutsche Bundesbank and, insofar as the customer is not a general consumer, at the rate of 8% above the base rate set by the Deutsche Bundesbank. Proof that the damage caused by the default exceeds this sum may be provided at any time.
(3) Bills of exchange will not be accepted; cheques will only be accepted as conditional payment subject to their being honoured by the bank.
(4) Should the customer be in default of payment, then the supplier will be entitled to refuse to carry out further performance of the contract. Should the claim to payment be jeopardized to any significant extent, then the supplier will be entitled to demand advance payments or sufficient guarantees. Should the customer refuse to make advance payments or provide guarantees, then the supplier may withdraw from the contract and assert a claim for damages.
(5) Incoming payments will, irrespective of any contradictory terms of the customer, first be offset against corresponding costs, then interest and, finally, the principle sum; in the case of several payment claims, the oldest claim will be settled first.
9. Retention of title
(1) Any goods delivered will remain the supplier’s property until the customer has paid in full all of the supplier’s claims which were open at the time the invoice was issued.
(2) Should the reserved goods be finished or processed, then the supplier will be entitled to a share in (co-)ownership of the new product equivalent to the value of the reserved goods prior to finishing or processing. Selling-on of the reserved goods is only permitted within the scope of the customer’s orderly business transactions. Should the customer sell on the reserved goods, then he will, at the time of the sale, assign the claim against the purchaser to the supplier. The customer must oblige the purchaser to make direct payment to the supplier within the scope of the payment obligation arising from selling-on. Exceptions to this must be agreed in advance by means of a written agreement between the supplier and the customer.
(3) For the rest, no disposal over the reserved goods is permitted, in particular transfer of the goods by way of security or pledging.
(4) EShould the customer’s assets become subject to foreclosure and should this affect the reserved goods, then the supplier must be notified of this immediately in writing, stating all required information (executing authority, case number), where applicable enclosing the enforcement reports.
(5) Objects provided by the supplier to the customer which are not included in the performance of work as such (e.g. drafts, construction drawings, tools, etc.) will remain the supplier’s property.
10. Place of fulfilment and place of jurisdiction
(1) The place of fulfilment is Wedel.
(2) Insofar as the customer is a business, legal entity under public law or a special body under public law, the place of jurisdiction is Pinneberg.
11. Concluding provisions
The invalidity of individual provisions will not affect the validity of the remaining provisions. The invalid provision will be deemed to have been replaced by an economically equivalent provision.
All declarations which affect the validity of the contractual relationship must be made in writing. Any amendment to the requirement for the written form must also be made in writing.