The following General Terms and Conditions are the content of all our offers and delivery agreements. The validity of any conflicting terms and conditions of purchase or other restrictions applied by the purchaser shall be excluded without the need for an objection from us; verbal agreements shall require written confirmation.
Offers are subject to change in respect of price, quantity, delivery period and feasibility of delivery.
Unless otherwise agreed, our prices are stated in EURO, exclusive of VAT, ex works. Value added tax is shown separately.
We shall endeavour to meet the agreed delivery time as far as possible. Force majeure of any kind such as: War, state of emergency, riots, operational and traffic disruptions, fire damage, floods, shortage of energy, raw materials or auxiliary materials, strikes, lockouts, official directives or other hindrances for which we are not responsible and that make performance impossible, delay it or make it substantially more difficult, shall entitle us to postpone delivery for the duration of the hindrance. Insofar as a delivery is delayed for a disproportionately long period, we shall have the right to withdraw from the contract in whole or in part.
Claims for damages shall be excluded in this case, since there is no fault on our part. If fixed transactions are made, they shall require a written confirmation from SHADESIGN GmbH. The delivery period shall start 2 days after the order confirmation is sent and shall be deemed to have been complied with if, by the end of the period
, the goods have left the factory/warehouse or, in the absence of the possibility of dispatch/collection, notification has been given that the goods are ready for dispatch.
If, despite to our best efforts, we are nevertheless in default of delivery, the purchaser must set a reasonable period of grace of at least 10 working days. This deadline may only be set after the actual delivery deadline has expired. The period shall be calculated from the day when SHADESIGN receives the written notification from the purchaser. Before expiry of the additional delivery period, claims of the purchaser due to delayed delivery shall be
excluded. After unsuccessful expiry of the deadline, the purchaser may withdraw from the contract. Further claims, in particular claims for damages, shall be permissible only if we are responsible for the delay intentionally or through gross negligence. Deviations in colour, dimension, weight, strength (thickness), quality and surface shall be permissible within the tolerances customary in the market and within the possible error limits.
Irrespective of which party bears the freight costs, the risk of destruction, loss or damage shall pass to the purchaser upon delivery or handover of the goods to our shipping agent/carrier, but no later than when the goods leave the factory/warehouse. This shall likewise apply if the seller has notified readiness for dispatch
Notification of defects
Justified notices of defects due to defective or obviously incomplete delivery shall be taken into account only if they are stated immediately by registered letter, at the latest, however, within 10 days after arrival of the goods. If the purchaser claims a hidden defect, he shall be required to prove this. Goods that are the subject of a complaint can be returned only after prior approval by SHADESIGN.
Warranty – liability – exclusion of liability
We shall address notices of defects, provided they are notified correctly and justified, at our discretion by rectifying the defect, granting a price reduction or exchanging or taking back the goods complained about. Further liability claims, for whatever reason, shall be limited to an intentional or grossly negligent breach of contract by SHADESIGN. This shall also apply to any claims for compensation arising in the course of contract negotiations. We shall not bear any liability for loss or damage that may arise from the use of the goods delivered by us. Consequential damages shall be excluded.
The terms of payment agreed upon conclusion of the contract shall be decisive in respect of payment. Rent and repair invoices shall be due immediately net in cash. Invoices must be paid directly to us on the due date in cash or by transfer to one of our stated accounts. Payment shall be deemed to have been effected when the amount is present or available in our accounts.
If the payment deadline is exceeded, interest on arrears shall be charged from the due date at a rate of at least 8% above the prevailing bank base rate, subject to the assertion of further loss caused by default. If a purchaser defaults on payment, all claims arising from the contract shall become due immediately. If, following confirmation of the order, justified doubts arise in respect of the purchaser's solvency and creditworthiness, we shall be entitled to demand advance payments of the purchase price or collateral. Deductions not agreed in writing shall be inadmissible.
Reservation of ownership
The supplied goods shall remain the property of the seller until full payment of all claims. The purchaser shall be entitled to resell and process the reserved goods; however, pledging or assigning the goods as security is not permitted. The purchaser shall be required to secure our rights when reselling the reserved goods on credit. The purchaser hereby assigns to us the claim of the purchaser from the resale of reserved goods
; we accept this assignment.
In the case of processing, combining, mixing or blending the reserved goods with other goods that do not belong to us, we shall be entitled to the resulting co-ownership share in the new item at the ratio of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending. If the purchaser acquires sole ownership of the new item, the contracting parties agree that the purchaser shall grant us co-ownership of the new item in proportion to the value of the processed, combined, mixed or blended goods that are subject to retention of ownership and shall preserve them for us
free of charge. If the goods subject to retention of ownership are resold together with other goods, whether before or after processing, combining, mixing or blending, the advance assignment agreed above shall apply only to the value of the goods subject to retention of ownership that are resold together with other goods.
Place of performance – place of jurisdiction
Disputes arising from the contract shall be settled by a court of law or by an agreed court of arbitration. The place of performance for payments shall be Bruckmühl.
In the case of commercial business transactions, the place of jurisdiction is agreed to be the registered office of the company or the competent court. For deliveries and services abroad, the contractual relationship shall be based on the law of the Federal Republic of Germany. In this case, the place of performance shall be the respective point of despatch, the company's registered office or the competent court. If individual points of these General Terms and Conditions are invalid in whole or in part, this shall not affect the validity of the remaining points.