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 entrepreneurs take place exclusively under our general terms and conditions for deliveries and services (hereinafter "terms of sale"). We oppose deviating regulations, especially conflicting terms of purchase of the customer, unless we expressly agreed to the validity in writing. Our terms of sale apply even if we complete unconditional delivery to the customer while knowing that the terms of sale of the customer are in conflict with our own.
1.2 Our terms of sale only apply to entrepreneurs within the meaning of section 310, paragraph 1 of the BGB (German Civil Code), to current business relationships and to all future transactions with the customer.
2. Offer and Order, Reservation of Right of Modification and Copyright
2.1 Except where expressly identified by us as binding, documents such as diagrams, drawings and measurements, in particular, 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 the order, then the customer's agreement is implied, if he/she does not immediately, at the latest however within 3 business days from receipt of the order confirmation, oppose it.
2.3 Any order placed in our web shop shall be regarded as an offer to conclude a sales contract. A sales contract only comes into existence if the customer receives a written order confirmation or the goods are delivered / services are rendered.
2.4 Our goods are only delivered in the packaging units indicated in the catalogues. If a different number of items is ordered, the amount and price of the next larger packaging unit is considered agreed upon.
2.5 We reserve the right to make technical modifications to our services, insofar as such modifications promote technical progress or are unavoidable based on other circumstances and are reasonable for the customer.
2.6 We reserve ownership and copyright rights to diagrams, drawings, calculations, and other documents; these may not be made available to third parties without our express written consent.
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 customary packaging 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 seaworthy packaging, is invoiced separately. The customer bears the 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 the customer upon dispatch to the customer from our warehouse or plant, even if carriage-paid delivery is agreed upon. At the request and expense of the customer, we will insure the delivery against breakage, damage to goods in transit and fire damage.
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. Discount amounts are deductible only if they have been agreed on with us and all accounts payable due have been paid.
5.2 If the customer is in default with his payments, interest on the outstanding amount shall be payable at the rate of 9 % above the base interest rate. We reserve the right to prove and allege higher default damages. The right of early notice of default remains unchanged. If we are required to advance performance and, if after the execution of the contract, it becomes apparent that our claim, in particular for payment, may be jeopardised by the customer's inability to perform, we may refuse performance.
5.3 The customer cannot charge counter-claims against our due payment claims or exercise a right of retention, unless the customer is entitled to a claim recognised by declaratory judgement that is not contested by us and if, while exercising the right of retention, the counter-claim from the customer is based on the same contractual relationship.
5.4 Orders, with the exception of cash sales, for which the net amount (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 all open business claims up to the point of invoicing. The claims of the customer including value-added tax from the resale of reserved goods, i.e., from a work performance using our goods, should already be transferred to us in the amount of the open invoice. In the case that the reserved goods from the customer are sold together with other goods that do not belong to us, whether it be without or after processing, or are delivered within the framework of a working contract, the assignment of the resulting claim of the reserve buyer is calculated in the amount of the value of the reserved goods.
6.2 Should the value of the granted securities exceed the claims by more than 10 %, we are obliged to retransfer or release the securities upon request. We shall select the securities to be released.
6.3 Our goods may only be transferred within the framework of proper business activity. The customer is not allowed to pawn or transfer the ownership of goods that are still in our possession.
6.4 At our request, the customer is obliged to inform us of the purchaser and the arranged price and to show the assignment to its debtor.
7. Delivery Period and Date
7.1 The start of the delivery period presupposes the involvement of the customer for the clarification of all technical questions.
7.2 Delivery periods as well as delivery dates will be appropriately extended if they cannot be adhered to as a result of military mobilisation, war, uprising, strike or lockout, delayed delivery of raw and auxiliary materials, late delivery by our suppliers, or similar circumstances beyond our control. A lasting obstruction under these circumstances gives us the right to 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 compliance with the statutory regulations, provided that the customer asserts claims for damage compensation, which are attributable to wilful intent or gross negligence, including wilful intent and gross negligence on the part of our representatives or vicarious agents.
8.2 We shall assume liability without restriction in compliance with the statutory regulations, in case of culpable injury to life, limb or health; this shall also apply to the mandatory liability under the Product Liability Act.
8.3 In so far as a defect of the subject of the contract exists for which we are liable, we shall at our discretion either remedy the defect or deliver a non-defective object of the contract (subsequent performance).
8.4 If said subsequent performance should fail or if it is unreasonable for the customer, or if we refuse seriously and conclusively to do so or if we have delayed rectification unreasonably or if other circumstances prevail, which justify immediate withdrawal or damage compensation, taking account of the interests on both sides, then the customer shall be entitled to reduce the contract price or to withdraw from the contract and/or to demand damage compensation. In the event of only a slight infringement of contract, in particular in the event of only slight defects, the customer shall not be entitled to withdrawal.
8.5 Insofar as not otherwise specified above, liability shall be excluded.
8.6 The limitation period for claims based on defects, - subject to nos. 8.1 and 8.2 - shall be 12 months from delivery of the goods. 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, if we have fraudulently concealed a defect or have assumed a guarantee for quality.
9. Overall liability
9.1 Any further liability for compensation than that provided in number 8 - irrespective of the legal nature of the asserted claim- shall be excluded. This shall in particular apply to damage claims for liabilities resulting from culpa in contrahendo, for other breaches of duty or for tortious claims for damage compensation acc. to § 823 BGB (German Civil Code).
9.2 Limitation according to 9.1 shall also apply, insofar as the customer claims reimbursement for useless expenditures instead of claiming compensation for damages in place of performance.
9.3 As far as the liability for compensation against us is excluded or restricted, this shall also apply with regard to the personal liability for damages of our employees, workers, representatives and vicarious agents.
10. Return of Goods without Legal Liability
10.1 If no legal claim to return exists, delivered goods will be accepted only with previous agreement from us. Returns without previous agreement will be made available for return shipment to the sender FCA: Mühlhausen, Germany (INCOTERMS®2010 ICC) without inspection. The customer bears the shipping costs for the return delivery in no. 10.1.
10.2 The goods must still be in the original packaging. Special orders, customer-specific versions, made-to-order products or deliveries dating back further than three months cannot be returned. In order to cover the costs of goods returns, a processing fee of 20 % of the net value of the goods or €25.00, whichever is the greater, shall be applied, unless the customer can prove to us that we have incurred no or considerably smaller damage. If the goods can no longer be resold at the list price at the time of the return, an additional deduction (old goods deduction) will be made in addition to the processing fee. If we make an exception and agree to accept the return of parts that are unpackaged or that are no longer in their original packaging, an expense remuneration of at least 15 % will be charged for reworking and repackaging in addition to the processing fee and, if applicable, the old goods deduction, unless the customer can prove to us that we have incurred no or considerably smaller damage.
10.3 Returned goods will only be credited to a new invoice. Credits cannot 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 skilled users. Our user information and instructions are limited to the details of each written product information (e.g., installation instructions, catalogues, data sheets). Further advisory obligations do not exist. Application, use, and processing of the products 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 to ascertain the suitability of the products for the relevant customer project. Our liability is excluded unless we were aware of anything contrary to suitability or we were not so aware due to gross negligence. The customer is responsible for conducting the requisite test.
12.2 We also make our offers on the basis of the specifications submitted by the customer without conducting a separate test to ascertain the suitability of the products on an individual basis. Our liability is excluded unless we were aware of anything contrary to suitability or we were not so aware due to gross negligence when checking the specifications. The customer is responsible for conducting the requisite test.
12.3 Our application proposals with product recommendations are of a general nature and are neither designed for application to an individual case nor intended to enable such application. Our application proposals are therefore non-binding. We do not accept any liability in this respect. It is absolutely essential to conduct an appropriate test on an individual basis. The customer is responsible for conducting such a test.
12.4 Our concept proposals with product recommendations do not replace the prevailing recognised engineering standards. The concept proposals with product recommendations do not claim to be exhaustive, unless expressly agreed otherwise. Our conceptual suggestions with product recommendations do not replace a concrete planning and inspection procedure. The ordering party must perform this procedure, whereby any liability whatsoever on our part is excluded; as an optional extra, you may wish to separately order the DEHN concept planning services.
12.5 The sole purpose of the seminars we organise for the customer is to broaden his knowledge and to enable him to check his level of knowledge. We do not monitor and test the knowledge that the customer acquires and applies. We do not accept any liability in this respect. The seminars will always be kept up to date so that they meet the requirements of the recognised engineering standards.
13. Use and Protection of Customer Data
We use customer data, which concern the business dealings with the customer, in terms of the Federal Data Protection Act.
14. Applicable Law, Jurisdiction
14.1 German law applies to the mutual contractual obligations, their materialisation, interpretation, and implementation as well as all resulting contractual and business relationships. The application of the UN Agreement on Contracts on the International Purchase of Goods and the thereafter enacted laws 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 and cheque payments - if the customer is a business person, 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 SE + Co KG
Nuremberg – Neumarkt
Status: July 2019
