1. General Provisions

1.1. Our Terms and Conditions of Delivery and Payment apply to all deliveries and services provided under the respective contract. These Terms and Conditions of Delivery and Payment become part of the contract upon the customer’s first knowledge of them, but no later than upon our written order confirmation, and are accepted by our customers. Other terms and conditions, e.g., our customers’ terms of purchase, shall only become part of the contract if this is expressly agreed upon with us in writing.

1.2. Verbal side agreements are only effective if confirmed by us in writing. Verbal or written agreements with representatives or other third parties acting on our behalf are likewise only effective if confirmed by us in writing.

 

2. Offers / Order Confirmation

2.1. Our offers are based on the terms of delivery and payment set forth herein. Offers and order acceptances are subject to change regarding prices and deliveries. Obvious errors in offers may be corrected by us prior to order acceptance.

2.2. Contracts with us are only concluded upon our written order confirmation. In the absence of a written order confirmation, the invoice shall serve as the order confirmation. Proposals for an order are only binding on us after the customer has placed the order and we have subsequently confirmed it in writing. The customer is bound to the order for 3 weeks.

2.3. The customer is entitled to change their order within a period of 1 week following the order confirmation. The changes take effect upon our written order confirmation.

2.4. We will also accommodate changes received after the deadline whenever possible; however, we will only carry them out upon the customer’s prior written confirmation of cost coverage.

2.5. Information in catalogs, price lists, or order proposals is non-binding (as is customary in the industry). The terms agreed upon in each individual case and confirmed in the order confirmation shall prevail.

2.6. Custom-made items are products that are not manufactured in series or listed in price lists. This also applies to color schemes. Prices for these must be requested separately. Custom-made items generally require an additional charge.

2.7 By placing an order, the customer warrants and assumes liability that the production specified by them does not infringe upon any third-party rights; the customer indemnifies us against any claims by third parties.

2.8 To the extent that it is compatible with the purpose of the order as discernible to us, we are entitled to make changes to delivery, performance, and design for technical reasons. The same applies to standard deviations in structure and color due to material characteristics.

 

3. Cancellation, Termination, Return of Goods, and Modification

3.1. The termination of concluded contracts requires our written confirmation. There is no right to terminate a contract.

3.2. If a contract is terminated by mutual agreement at the customer’s request, the customer must reimburse us for all expenses incurred up to the time of termination, even if this is not specifically agreed upon in the termination agreement.

3.3. Contract cancellation is excluded for custom-made products or goods procured by us from third parties. This also applies to prototypes.

3.4. A depreciation charge may be billed for goods or samples that have already been in use by the customer. Damaged goods will be billed.

 

4. Prices

4.1. Our prices are quoted exclusive of packaging and insurance, plus the applicable sales tax.

4.2. For orders under € 60 net, we charge a processing fee of € 20.

4.3. If more than 3 months elapse between the conclusion of the contract and delivery, we are entitled to charge the list price applicable at the time of delivery or to adjust the purchase price in accordance with the increase in the list price.

4.4. Shipping costs are calculated individually, depending on the delivery location, scope, and weight of the respective shipment..

 

5. Transport Risk

5.1. Risk passes to the customer upon delivery of the goods. However, we shall bear this transport risk only on the condition that the recipient provides us, within 48 hours, with a certificate acknowledged and countersigned by the carrier on the receipt or waybill regarding the nature and extent of any transport damage identified, including, where possible, a detailed description of how it occurred.

5.2. Unless we deliver the goods ourselves, the risk passes to the customer upon handover of the goods to the forwarding agent, the carrier, or any other person or entity designated to ship the goods.

 

6. Delivery Time and Terms

6.1. The delivery period is generally specified in calendar weeks. We reserve the right to select the specific delivery date within the confirmed week.

6.2. Any date or deadline specified in the contract documents for deliveries or services merely indicates the due date for delivery. If such delivery dates are exceeded by more than one week, the customer will be notified of the delay. Fixed dates or deadlines must be agreed upon in writing or unambiguously.

6.3. The delivery period is subject to all reservations arising from unforeseen obstacles, whether within our own operations or those of our suppliers, as well as from force majeure. This includes all unforeseen events such as, for example, government intervention, operational disruptions, delays in delivery and production, etc. In such cases, we are entitled to postpone the delivery and/or other services by the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract, without the buyer being entitled to claim damages. If the hindrance lasts longer than 3 months, the customer is entitled, after setting a reasonable grace period, to withdraw from the contract with respect to the part not yet fulfilled.

6.4. Claims for compensation by the customer are excluded in all cases of delayed delivery, even after the expiration of any grace period that may have been set. This does not apply to the extent that liability is mandatory in cases of intent or gross negligence; this does not entail a shift in the burden of proof to the detriment of the customer. The customer’s right to withdraw from the contract following the fruitless expiration of a set grace period remains unaffected.

6.5. If shipment is postponed at the customer’s request, the customer shall bear the storage costs beginning with the month following notification of readiness for shipment. In the event of storage on our premises, we are entitled to charge 2% of the invoice amount per month or portion thereof.

6.6. Call-off orders are limited to a maximum of 1 year by default and must be accepted within that period. Unless otherwise agreed, the minimum call-off period is 30 calendar days.

 

7. Payments

7.1. Payments are due immediately upon delivery and receipt of the invoice. The invoice amount must be paid without deduction no later than 30 days after the invoice date. If expressly stated on the order confirmation, a discount may be granted for payments made within 10 days of the invoice date.
Services (contracts, installation, planning services, and customer service) are payable immediately and without a discount.

7.2. For both individual orders and framework agreements, partial payments, advance payments, or down payments may be required. For orders exceeding €10,000, we may require the following payment terms:
– 1/3 down payment upon order confirmation
– 1/3 installment payment upon readiness for delivery
– 1/3 final payment after delivery has been made, but no later than 30 days after readiness for delivery has been notified.

7.3. If the invoice is not paid within 30 calendar days of the due date, the customer is in default of payment without the need for a separate reminder. From this point on, interest shall accrue on our claim at a rate of at least 8% above the base interest rate (BGB). We reserve the right to prove higher interest rates.

7.4. Offsetting by our customers is permitted only with counterclaims recognized by us or legally established.

7.5. If, after the conclusion of the contract, we become aware of circumstances that indicate the customer’s lack of creditworthiness as of the time of contract conclusion, we are entitled, subject to all other rights, at our discretion, to withdraw in whole or in part from all contracts not yet fully fulfilled, to collect the value of the delivery via cash on delivery or prepayment, or to demand other security for further deliveries.

 

8. Retention of Title

8.1. In the event of third-party access to the goods subject to retention of title, in particular seizures, the customer shall indicate our ownership and notify us immediately in writing, providing all documents necessary for our intervention, so that we may enforce our ownership rights. To the extent that the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for such costs.

8.2. In the event of the customer’s breach of contract—in particular default in payment—we are entitled to take back the goods subject to retention of title or, if necessary, to demand assignment of the customer’s claims for surrender against third parties. Our taking back or attachment of the goods subject to retention of title does not constitute a withdrawal from the contract.

8.3. If the goods are transported to a location outside the local jurisdiction of the German courts and the purchase price has not been paid, the buyer must be specifically obligated by the customer to ensure that we remain the owners of the delivered goods until payment is made or that a corresponding security interest is established in our favor. The buyer must be obligated to inform us of this.

 

9. Complaints / Warranties

9.1 All standard products come with a 3-year warranty. This excludes wear-and-tear parts, such as gas springs or similar components. If you need to make a warranty claim, please contact us at the registered business address.

9.2. We are liable for material defects whose causes can be demonstrably traced to the material, workmanship, or design and which already existed at the time of transfer of risk. The warranty does not cover natural wear and tear, improper handling (such as wet new construction sites, storage in damp rooms, incorrect cleaning, maintenance, and operation, willful damage, unauthorized modifications or additions, etc.). The warranty does not apply to custom-made products based on the customer’s design specifications. We reserve the right to make technical improvements at any time, which cannot be considered by us as defects or grounds for complaint; therefore, in such cases, no warranty is generally assumed. Claims for material defects expire after 12 months, unless the law mandates longer periods. The period begins upon transfer of risk.

9.3. We shall only be liable under warranty if we are notified of the defect in writing immediately upon its discovery. The item in question must be provided to us for inspection or made accessible to us at any time. The customer must report apparent defects in writing immediately, but no later than 10 days after performance has been rendered—including with respect to any part of the service usable by the customer—and hidden defects immediately, but no later than within the warranty period specified in Section 9.1.

9.4. Defects apparent upon delivery must also be reported to the carrier, and the carrier must be instructed to document the defects. Notices of defects must include a detailed description of the defect. A notice of defect that is not timely or in the proper form excludes any warranty claim by the customer. To the extent that quantity and weight discrepancies were already apparent upon delivery in accordance with the aforementioned inspection obligations, the customer must report these defects to the carrier upon receipt of the goods and have the complaint certified. A complaint that is not submitted in a timely or proper manner also precludes any warranty claims by the customer in this regard.

9.5. Once the goods have been processed, joined, or mixed, or have been shipped onward, claims for defects are excluded. This also applies to quality defects or damage incurred during shipping. Minor deviations in quality or dimensions do not constitute grounds for a complaint.

9.6. No guarantee can be given for exact matches with color samples or for the absolute uniformity of the surfaces used on different pieces of furniture.

9.7.Complaints regarding defects may only result in the customer withholding payments to the extent that such withholding is reasonably proportionate to the material defects that have occurred. If a complaint was made unjustifiably, we are entitled to demand reimbursement from the customer for the expenses incurred by us as a result.

9.8. Returns may only be made with our prior written consent.

9.9. If a complaint was made unjustifiably, we are entitled to demand reimbursement for the expenses incurred by us.

 

10. Disclaimer and Limitation of Liability

10.1. We shall not be liable, in particular for claims by the customer for damages, regardless of the legal basis, including, in particular, breaches of obligations arising from the contractual relationship and from torts. This does not apply to the extent that liability is mandatory under law, in particular:
– for our own intentional or grossly negligent breach of duty and for intentional or grossly negligent breach of duty by legal representatives or vicarious agents.
– in the event of injury to life, limb, or health, including by legal representatives or vicarious agents.

10.2. In the event of liability for slightly negligent breach of material contractual obligations as well as strict liability, in particular in cases of initial impossibility and defects of title, we shall be liable only for typical and foreseeable damages..

10.3. We shall only be liable for assuming a procurement risk if we have expressly assumed such risk by written agreement..

10.4. Any further liability is excluded..

 

11. Samples / Custom-Made Products

11.1. We reserve all property rights and copyrights to illustrations, CAD data, drawings, other documents, and samples. These must be returned upon request and may not be disclosed to third parties without our consent.

11.2. Custom-made products must be purchased and are non-returnable.

11.3. Custom-made products are items that are not manufactured in series or listed in price lists. The customer assumes liability for ensuring that the production specified by them does not infringe upon the rights of third parties.

11.4. Custom-made products are non-returnable.

 

12. Place of Performance and Jurisdiction

12.1. The place of performance for delivery and payment is the Seller’s registered office.
If the customer is a registered merchant, a legal entity under public law, or a special fund under public law, the exclusive venue for all disputes arising directly or indirectly from the contractual relationship shall be the seller’s place of business. The seller is also entitled, at its discretion, to bring an action at the customer’s place of business.

 

13. Severability Clause

13.1. Should any provision of these Terms and Conditions be invalid or void, the validity of the remaining provisions shall remain unaffected. Any amendments to these Terms and Conditions and any ancillary agreements must be made in writing. This also applies to the waiver of the written form requirement.

 

14. Installation and Service Costs

14.1. Installation and other services are not included in the scope of delivery. Installation and services performed by us at the time of delivery or thereafter will only be carried out upon separate order and require timely prior agreement.

14.2. Installation rates and the minimum flat-rate installation fee are based on the currently valid price list. For commercial projects, installation rates may be individually negotiated.