TERMS AND CONDITIONS
General Terms and Conditions of Sale, Delivery and Payment
1. Basic Provisions
1.1 All goods, services and offers of the vendor (Goebel GmbH, Mühlenstr. 2-4, 40699 Erkrath, Germany) are provided solely on the basis of these General Terms and Conditions. These are a component of all contracts that the vendor (hereinafter V) concludes with his customer (hereinafter C) regarding the goods that he offers, including where these are not separately agreed. Terms and conditions of the C or third parties shall not be applied, including where the V fails to expressly contradict these in individual cases.
1.2 The following terms and conditions shall also apply to all contracts that C concludes with V (Goebel GmbH, Mühlenstr. 2-4, 40699 Erkrath, Germany) as a supplier via the website www.goebel-group.com. Deviations or conflicting terms and conditions shall be applicable only upon express consent of the V.
1.3 The V shall only offer his goods for sale if C is a natural or legal person or a legal private company, who, when concluding a legal transaction, is running its commercial or independent business (entrepreneur). Conclusion of a purchase contract with the consumers shall be excluded.
2. Terms and Conclusion of Contract
2.1 The subject-matter of the contract is the selling of products. The key features of the goods can be found in the respective quote. The V is entitled to deviate from the agreed quantities by up to 10%; the purchase price is always on the basis of the actual quantity supplied. In the supply of the goods the V is also entitled to deviate from his details and illustrations of the goods, as long as these are deviations standard in the trade and deviations due to technical and legal specifications, where these do not inhibit the use of the goods for the contractually foreseen purpose. The C is to state specific requirements and dimensions by placement of the order. Conclusion of the contract is regulated – according to conditions of conclusion of an agreement – by the following a) to c):
a) By placing the product on website www.goebel-group.com, the V invites the C to place a binding offer to conclude a contract via the online shopping cart system and subject to the conditions specified in the respective offer. The purchase agreement takes place via the online shopping cart system as follows: the products intended for purchase are moved to the "shopping cart". The C can select the shopping cart using the appropriate buttons at the navigation bar and make changes there at any time. After calling up the “Checkout” page and entering the required personal data and payment and shipping conditions, all order information is then displayed again on the order summary page. If the C uses an instant payment system (e.g. PayPal) or credit card as a payment method, he will either be guided to the Vendor’s online shop to the order summary page or forwarded to the web page of the instant payment provider. If the C is forwarded to the instant payment system, he shall select or enter his details as appropriate. The C will then be returned to the order summary page at the Vendor’s online shop. Before the order is sent, the C can re-check all the data, change it (which can also be done via the internet browser’s “back” button) or cancel the purchase transaction. By clicking the appropriate button to submit the order, the C declares submission of the offer in a legally binding way and is bound to this offer for 5 days. The offer shall be accepted (and the contract therefore concluded) by the V at the latest within 5 days by a confirmation in written form (e.g. email), which confirms implementation of the order or delivery of the goods (order confirmation). Should the C not receive corresponding notification from the V within this time, he is no longer bound to his order. Besides the offer from the C, Vendor’s acceptance of the offer is also mandatory for the conclusion of the contract.
b) Conclusion of the contract by offer from the C outside of the webpage
Furthermore, the C can submit a binding offer (order) by telephone, email, fax or post.
The offer is accepted (and the contract therefore concluded) after ordering by phone immediately or at the latest within 14 days by a confirmation in written form (e.g. email), which confirms implementation of the order or delivery of the goods (order confirmation).
Should the C not receive corresponding notification within this time, he is no longer bound to his order.
c) Conclusion of the contract by offer from the V in written form
Upon request the V submits individual offers, which shall be sent to the C in a written form (e.g. email) and are subject to change and non-binding, unless expressly designated as binding or where a specific acceptance period is contained. Acceptance of an offer in written form requires a written confirmation from the C.
2.2 The legal relationship between V and C is based solely upon the written concluded contract of sale and these General Terms and Conditions. Amendments to the General Terms and Conditions require written form. Electronic written form always requires an electronic signature as per sec. 126a BGB – German Civil Code.
2.3 Contract language shall be German. Notwithstanding sentence 1, it shall apply to all contracts with the C concluded via Vendor’s online shop that these contracts are to be concluded solely in German or English language depending on whether the C submitted his order via German or English language version of the online shop. Should the C submit his order via a German language version of the website, then the German language version of these General Terms and Condition shall be applicable only. Should the C submit his order via an English language version of the website, then the English language version of these General Terms and Condition shall be applicable only.
2.4 The execution of the order and the sending of all the details necessitated by the conclusion of the contract take place via e-mail, in a partially-automated manner. Consequently, the C has to ensure that the e-mail address that he has deposited with the V is the correct one, and that the receipt of the respective e-mails is technically guaranteed.
3. Prices, Payment Terms and Shipping Costs
3.1 The prices apply for the scope of supply and performance stated in the order confirmation and are net prices in EURO and ex works plus packaging, the statutory rate of value-added tax, customs duty in the case of exports and fees and other public costs. The costs of shipping the goods shall be borne by the C.
3.2 Where the agreed prices are based upon the list prices of the V, and where the delivery is to be made more than four months following conclusion of contract, then the list price of the V valid at delivery shall apply, up to an increase of 20% of the original list price per calendar year.
3.3 Invoice sums are payable within thirty calendar days, without deduction. The date of receipt of payment at V is definitive. In case of sales on account the V grants a 2% discount on the sale price for payments within the first 14 days from delivery.
3.4 If payment is to be made via a SEPA base debit note or a SEPA corporate debit note, the C authorises the V to collect the billing amount from the specified account by issuing a corresponding SEPA mandate. The deadline for the sending of the pre-notification has been shortened to 5 days before the due date. The C is obligated to ensure that the account in question possesses sufficient covering funds on the due date. If a return debit note comes into play on account of a situation in which the C defaulted on his obligation, the C has to pay the incidental bank charge. The V reserves the right to prohibit the use of the payment methods associated with SEPA base debit notes and/or SEPA corporate debit notes in individual cases.
3.5 Should the C fail to make payment that has fallen due, then the outstanding amount shall be subjected to interest of 5% p.a. from the date of falling due; this does not affect the enforcement of higher interest rates and further compensation in the event of default.
3.6 Offsetting against counter-claims of the C or the retention of payment due to such claims is only permissible where the counter-claim is undisputed or has become legally binding.
3.7 The V is entitled to supply outstanding goods and services only against payment in advance or provision of security where, following conclusion of the contract, he becomes aware of circumstances that significantly reduce the creditworthiness of the C, and which endanger the payment of the outstanding claims of the V against the C arising from the contractual relationship. Should the C fail to provide security within a period of two weeks, then the V shall be entitled to withdraw from the contract.
3.8 Storage costs following passing of risk shall be borne by the C. In the case of storage by the V storage costs shall constitute 0.25% of the invoice amount of the goods that are to be stored per completed week. The right to pursue and provide evidence of additional or lower costs is reserved.
3.9 The C declares explicitly his approval in relation to sales, that the sale invoices and credit notes may also be transmitted electronically to him. The C undertakes to document the electronic access of the accounts duly and to check the specified e-mail addresses regularly on inboxes.
4. Delivery Conditions, Bearing the Risk
4.1 Deliveries shall be made ex works. Delivery periods and dates set by the V shall be considered as approximate, unless a fixed date is expressly confirmed or arranged. In a shipment the delivery date shall refer to the time of transfer of the goods to the freight forwarder. Should the C fail to fulfil his obligations, then the V may request a corresponding extension of the delivery period.
4.2 The V is not liable for impossibility of delivery or for delays in delivery where these are caused by force majeure or other circumstances not foreseen at the time of conclusion of the contract, for which the V is not responsible. In the event of such circumstances significantly complicating the supply of goods or services by V, or rendering this impossible, and where the hindrance is not only of temporary nature, then the V shall be entitled to withdraw from the contract. In the case of hindrances of temporary nature the delivery period shall be extended or postponed by the time period of the hindrance, plus a reasonable warm-up period. If, as a consequence of the delay, the C cannot be expected to accept the delivery of goods or services, then he may withdraw from the contract with a prompt, written declaration to the V.
4.3 In the case of specific purchases in which no agreement is made regarding duration, batch sizes and acceptance dates the V may request binding specification of this at the latest three months following confirmation of order. In the event of the C failing to fulfil this obligation within three months, the V may set an additional respite period of two weeks and withdraw from the contract where this period lapses without fruition. Claims for compensation on the part of the V are not affected by this.
4.4 Risk shall be transferred to the C at the latest with the handover of the delivery item to the freight forwarder, haulier or other third party assigned with the performance of the delivery. The definitive point in this is the commencement of the loading procedure. This shall also apply where partial deliveries are undertaken or where delivery has been assumed by the V. In the event of delivery or handover being delayed as a result of circumstances for which the C is responsible, then the risk shall be transferred to the C from the day on which the V was ready for delivery and indicated this to the C. The shipment shall only be insured by the V at the express request, and cost, of the C.
4.5 Part deliveries shall be permissible and can be independently specified and invoiced by the V, provided this does not incur additional shipping costs for the C.
5.1 The guarantee period shall last for one year from the delivery of the goods. Notwithstanding sentence 1, statutory limitation period shall apply to damages culpably attributable to the V arising from injury to life, limb or health and/ or other damages caused by wilful intent or gross negligence as well as damages caused by wilfully concealed defects or if the V accepted a warranty for the quality of the goods.
5.2 The delivered objects are to be examined carefully and promptly following delivery to the C or his designee. They shall be deemed to be approved if the V has not received a written notification of defects pertaining to visible defects or other defects visible in the course of a prompt, thorough examination within seven working days following delivery of the delivery object, or otherwise within seven working days of discovery of the defect or the time at which the defect became evident to the C in the normal utilisation of the delivery object.
5.3 In the case of defects of quality of the delivered goods the V shall be entitled to choose between subsequent improvement or replacement delivery, with this decision made within a reasonable period of time. The guarantee shall become void where the C amends the product or has it amended by a third party without the agreement of the V, and where rectification of the defect is subsequently rendered impossible or unreasonably difficult.
6. Liability of the Vendor
6.1 The liability of the V for compensatory claims, regardless of the legal basis, in particular due to impossibility, default, defective or incorrect delivery, breach of contract, breach of obligations in contractual negotiations and unauthorised action, to the extent that this involves culpability, is limited as per this figure 6.
6.2 The V shall not be liable
a) in cases of simple negligence of his organs, legal representatives, employees or other agents;
b) in the case of gross negligence on the point of his non-executive employees or other agents, to the extent that this does not involve the breach of significant contractual obligations (cardinal obligations). Cardinal obligations are all principal and subsidiary obligations from this contract that are significant in the achievement of the contractual purpose from an objective viewpoint.
6.3 The liability of the V under figure 6.2 is limited to such loss as the V foresaw or could have foreseen as the possible consequences of a contractual breach at the time in which the contract was concluded. Direct loss and consequential loss that is the result of defect in the delivery object is also only eligible for compensation to the extent that such loss may typically be expected in the correct utilisation of the delivery object. The aforementioned exclusions and limitations of liability apply to the same extent in favour of the organs, legal representatives, employees and other agents of the V.
6.4 To the extent that the V provides technical information or is active in an advisory role and this information or advice does not belong to the scope of performance that he owes and which is contractually agreed, then this shall be made at no expense and under exclusion of all liability.
6.5 The aforementioned limitations of this figure 6 (6.1 to 6.4) do not apply to the liability of the V for intent, guaranteed properties and condition, to damage to life, limb or health or under product liability law.
6.6 In the case of liability for simple negligence the duty of replacement of the V for damage to persons and material is limited to an amount of 500,000 EURO per case of loss, including where the breach is of a significant contractual obligation.
7. Right of Retention, Retention of Title
7.1 The goods delivered to the C by the V remain the property of the V until complete payment of all secured claims. The goods may not be pledged or assigned as security.
7.2 The C can resell the goods subject to retention of title in the proper course of business. For this, the C assigns all claims against the purchaser arising from the resale to the V already at this point as security. The V shall receive the assignment. The C shall be further authorised to collect the claim. If the C does not properly meet his payment obligations against the V, the V shall reserve the right to collect the claim.
7.3 In the event of connecting and blending goods that are subject to retention of title, the V shall acquire co-ownership in the proportion of the goods’ invoice value in relation to other processed items at the time of processing.
7.4 The V shall be under obligation to release securities that are due to the C if and when the feasible value of Vendor’s securities exceeds the claims that are to be secured by more than 10%. The choice of the securities to be released shall reside with the V.
8.1 The V is entitled to process and save the information relating to any purchase contract insofar as it is necessary for elaboration and execution of the purchase contract and as long as the V is obligated to store this information by legal regulations.
8.2 The V reserves the right to disclose personal information [...] relating to the C to credit agencies, to the extent necessary for a credit check subject, however, only upon express consent of the C in each individual case. The V shall not submit any personal data relating to the C to the third parties unless upon express consent of the C or if the V is required to do so by law.
9. Choice of Law, Place of Fulfilment, Jurisdiction
9.1 The place of fulfilment for all obligations resulting from or in connection with contractual relationship is the headquarter of the V in D-40699 Erkrath.
9.2 Court of jurisdiction for all disputes arising from the commercial relationship between the V and the C is D-40699 Erkrath. This agreement on jurisdiction according to sentence 1 applies only if the C is a merchant according to the definition in sec. 1 para. 1 of the HGB (German Commercial Code), juristic person under public law or a special fund under public law or if the C does [...] not have a general place of jurisdiction in Germany or in the EU.
9.3 The contract concluded between the V and the C shall be governed by the law of the Federal Republic of Germany subject to compulsory regulation under [...] international private law, to the exclusion of the UN law on sales contracts.
1. Identity of the Vendor
2. Information Regarding the Conclusion of the Contract
The technical steps for forming the contract and the formation of the contract, as well as the scope for correction are carried out as per the stipulation of sec. 2 of our General Terms and Conditions (part 1).
3. Contractual language, Saving the Text of the Contract
3.1 Contract language shall be German. When using the English language version of our website www.goebel-group.com, the contract language shall be English.
3.2 The entire contract wording shall not be saved by the V. Before the order or request is submitted the contract information can be printed using the print function on the browser or saved electronically.
Last updated: 01.04.2018