German law shall apply. The Terms and Conditions shall be applicable re-gardless of whether we become a contracting party as client or contractor. Any client or supplier conditions that deviate from or are contrary to our Terms and Conditions shall not be accepted. The Terms and Conditions shall not apply to contracts issued pursuant to the VOB/A or VOL/A legislation on the award of public works contracts.
2. Further bases of the contract
2.1 Order acceptance Until an order is accepted all quotations shall remain non-binding. If the client's order differs from our quotation, a contract shall not come into being until we confirm acceptance of the order.
2.2 Delay in delivery If the work that we are obliged to carry out is delayed by any act of God, legal strike, incapacity due to no fault of their own on the part of the contractor or any of its suppliers or inclement weather conditions, the agreed deadline shall be extended by the duration of the delay.
If the delay goes on for an unreasonable length of time, either party may cancel the contract without providing any compensation. If due to circum-stances for which the client is responsible the delivery cannot be made on the agreed date, risk shall transfer to the client at the juncture at which the latter received notice that the delivery was ready to be made. Any storage costs shall be borne by the client. We reserve the right to claim for further costs incurred by any such delay.
2.3 Notification of defects Business clients must raise objections in writing about any obvious deficien-cies in our service within two weeks of delivery of the goods or of signing off the service provided. After expiry of this deadline, claims in respect of any obvious defects or deficiencies can no longer be made. The more far-reaching provisions relating to commercial transactions shall remain unaffected.
2.4. Limitation of claims In respect of contracts with business clients not related to any construction service the warranty shall be for one year. In the case of repair work that does not constitute a construction service the warranty shall expire after one year regardless of whether the contract partner is a business or consumer client. The provisions of this section shall not apply in the event of wilful intent or gross negligence or if any claims are being made due to injury, fatality or health impairment or if the vendor has fraudulently failed to disclose the deficiency or has taken over a guarantee for the characteristics of the item supplied.
2.5 Fulfilling warranty services In the event of any justified complaints of deficiencies, we shall have the option of either making good the deficient items supplied or providing the client with a replacement, taking back the item about which, the complaint was made. As long as we attend to our duty to remedy the defect and at-tempts to make the matter good have not failed, the client shall not have the right to demand any reduction in price or cancellation of the contract. If mak-ing good or supplying a replacement is not possible or if this fails or we de-cline to do this, the client may at its discretion either demand an appropriate lowering of the price or cancellation of the contract. Sentence 1 shall not apply in the case of consumer transactions relating to the purchase of movable items.
2.6. Dismantling and installation costs The legal provision in purchase contract law shall apply without limitation to the claiming of dismantling and installation costs.
2.7. Delivery Where delivery is being made, we require that the vehicle is able to drive right up to the building and unload. Any additional costs caused by other transpor-tation routes or by the vehicle being hindered in its approach to the building shall be billed separately. For any deliveries to the third floor or above the client is to provide mechanical means of conveyance. Staircases must be passable and protected against damage. If the carrying out of our work or that of people commissioned by us is hindered by circumstances for which the client is responsible, the associated costs (e.g. working time and travel ex-penses) will be invoiced.
2.8 Down payment If no specific payment schedule has been agreed, we shall be able in relation to partial provision of work to demand a down payment to the value of the work rendered.
3. Formal acceptance
If the contract provides for a formal acceptance procedure, acceptance shall also be assumed if a reasonable request is made to the client to conduct the acceptance process and the latter fails to do so. Acceptance shall be deemed to have been issued twelve working days after receipt of said request.
4. Lump-sum compensation
If the client cancels the contract as provided for by Art. 648 of the German Civil Code (BGB), we shall be entitled to demand as compensation 10% of the total contract value or 10% of the remuneration for the part of the work not yet rendered. If able to show relevant proof, we shall also be able to claim a higher amount. The right shall expressly remain open to the client to prove that our loss is of a lower level.
5. Maintenance, inspection and care information
5.1 We draw attention to the fact that to ensure good long-term working order, maintenance jobs need to be carried out. In particular:
Fittings and moving parts are to be checked and, if necessary, lubricated with oil or grease
Sealing joints must be regularly checked
Coatings, both internal and external (e.g. windows, floors, staircase steps), must be retreated in line with the type of paint or stain finish and the effects of weathering and usage.
Unless specifically agreed otherwise, these jobs do not fall within the scope of the order. Failure to perform such maintenance can have a detrimental effect on the service life and good working order of the parts, without as a result giving rise to any right to make a claim.
5.2 Correct, professional installation of modern windows and external doors improves the building's energy quality and makes the building envelope more airtight. In order to retain the inside air quality and to prevent any formation of mould, additional requirements in respect of the building's venting and ventila-tion need to be fulfilled in accordance with DIN 1946-6. Any ventilation con-cept that may be necessary in this regard is a planning task which is not part of the order placed with the tradesman and must in every case be arranged by the client / house builder.
5.3 Insofar as such deviations are normal and lie in the nature of the materials used (solid wood, veneers, leather, fabrics and the like) all orders, especially follow-up orders, are subject to immaterial, reasonable deviations in dimen-sions and finish (colour and texture).
5.4 In order to protect and preserve the parts supplied (e.g. windows, steps, parquet flooring), the client must ensure suitable climatic room conditions (air humidity, temperature).
6. Restrictions on offsetting
Payment may be offset only against undisputed claims or claims that have been legally adjudged valid.
7. Retention of title
7.1 Any and all items supplied shall remain our property until the remuneration has been paid in full.
7.2 The client shall be obliged to notify us in writing and without delay of any pledging of the items over which title is retained and to inform those to whom said items are pledged of the title retention. The client shall not be entitled to sell, give away, pawn or assign as security the items supplied to it subject to title retention.
7.3 If the items are being supplied for a commercial operation run by the client, they may be sold on within the realms of normal business operations. In this event, the client's financial claims against the purchaser arising from the sale are even now assigned to us in the sum of the invoice value of the retained title items. Where any selling on is done on credit, the client must retain title to the items, withholding this from its customer. The client herewith assigns to us all rights and claims against its customer arising from this title retention.
7.4 If the items subject to title retention are being built as material components into the client's plot of land, the client assigns to us even now the receivables arising from any sale of said plot or of any land rights in the sum of the re-tained title items' invoice value, along with all ancillary rights.
7.5 If the items subject to title retention are being built as material components by or on behalf of the client into a third party's plot of land, the client assigns to us even now any claims for payment against the third party, or whomsoever it may concern, in the sum of the invoice value of the retained title items, along with all ancillary rights. In the event of the client combining, mixing, or working the retained title items in with other items, we shall be due co-ownership of the new object in the ratio of the invoice value of the retained title items to the value of the other items.
8. Rights of title and copyright
We shall retain title and copyright to all cost estimates, designs, drawings and calculations. Without our consent they may neither be used, reproduced nor made accessible to any third party. In the event of no order being placed, they are to be returned without delay.
9. Dispute resolution
We are neither willing nor obliged to participate in dispute resolution proce-dures before any consumer arbitration body.
If both parties to the contract are commercial traders, sole jurisdiction shall rest with the courts presiding over the location of our head office.