Terms of sale, delivery and payment
Laden + Innenausbau Markstahler + Barth GmbH
1. Offer and conclusion of the contract
The offers are issued to the descriptions of performance. The offer forms basis of the material prices, salaries and other costs valid on the day the offer was made.
The contract primal comes about with the written confirmation made by us. Agreements with representatives as well as telephonic and telegraphically agreements are subject to written confirmation by the agent for legal commitment.
2. Performances of the supplier
The scope of works is fixed on the drawed drafts due to architectural drawings submitted to us respectively the rooms surveyed by us and / or the detailed quotation. Possible supererogation which are necessary by other suppliers after finally taking the measurements at the constructional state as a consequence of a unknown constructional situation e.g. placement of pipes, installation of heaters or similar or by not adhering to agreed measurements will have to be charged separately if our works are expired yet and an amendment without supplementary costs is not possible anymore.
We take over the guarantee for the proper condition of our deliveries at the time of the acceptance.
A full guarantee can only be given if the principle handles the delivered goods carefully, if the goods are not exposed to abnormal influences, if the principle does not change them independently, if he follows our instructions to the treatment and installation of the delivered goods and if the goods are not damaged through improper operation or treatment.
Small colour and structure differences also with linoleum, marble and also with veneers particularly with supplementary deliveries are part of the nature of these products. The nature colour of a genus of wood can differentiate several shades. Besides the colour photos can be very different through the difference of the concentration of tanning agent of the wooden tree trunk of the same genus with soft and hard wood, with veneers and solid wood. We cannot take over a guarantee for these differences at natural products. The liability is limited to intention and gross negligence.
4. Delivery, acceptance, passing of a risk
The delivery takes place ex works. With the dispatch the risk is passed on to the principle.
Confirmed delivery dates in writing will be met if possible. The start of the delivery period depends on the fact that there are no doubts between the contractual partners concerning the technical performance and approximately on measurements taken on the construction site or of the builder or those of the architect fixed stated to us.
The agent is especially not fixed on the compliance of the delivery periods if the non-compliance is caused by an inconvenience represented by the principle or by any inconvenience which delay the execution of the contract without negligence of the agent e.g. on delayed deliveries or strikes, on lockouts or force majeure.
The principle has to accept the goods immediately after delivery.
If the goods that are ready for shipment cannot be sent on the agreed delivery date on grounds of things the principle has caused the risk will pass over to the principle on the 7th day after readiness for shipment.
The principle is liable for the additional costs that are represented by him especially for potential storage and insurance costs.
5. Shipment, packaging and freight expenses
The principle has to accept Shipment will be executed for the invoice and at the risk of the consignee. Packaging expenses as well as freight expenses will be charged.
If a delivery is connected to an installation that is to be executed by us it can only be required that they are executed in buildings ready for installation above all in dry premises as the wood used is artificially dried. At the assembling of fittings, also windows, doors etc. which do not comply with the materials used by us, touch ups due to the sources of wood particularly with drawers, windows and doors have to be charged separately after successful installation. Complaints that occur later due to progressive desiccation and in view of possible consequential damage are excluded.
We will not compensate for the removal of soiling and damage on our delivery which are caused by other companies employed on the same construction site.
If the installation costs are included in the total price we have be granted an installation period that allows us to carry out the installation in a normal working time with a normal amount of workers. If the installation period is not very generous so that extra hours and Sunday hours and abnormal many installers have to be used these surcharges, the fare, and the running time will have to be refunded extra. A delay in the continuation of the installation through other companies or construction staff may not occur. Potential waiting times and extra costs will be charged.
The prices are calculated ex works. If the material and wage costs rise from the time of the completion of the contract until the delivery we are permitted to increase the prices accordingly if the delivery is executed later than 4 months after the completion of contract.
Payment has to be effected net cash at the latest after receipt of the invoice if not agreed differently. In case of a delay in payment we will charge interest on arrears of 7% over the valid prime rate of the European Central Bank at that time. Payment has to be made directly to our company and only on exemption to representatives with collection authority.
9. Reservation of property rights
They are to be announced within 8 days after receipt of the goods in writing. Decisive for the calculation of the deadline is the reception of the complaint at our company.
If the complaint proves correctly we will have the choice to the right for repair or for delivery with spare parts or for reduction. The decision if we will retouch on the spot or if a touch up will take place in our factory will be made exclusively by us. Returns without our agreement are executed on risk and at the costs of the principle.
All more far-reaching claims of the principle, particularly replacement of the direct or indirect damage apart from intention or gross negligence as well as the right to withdraw from the contract are excluded.
10. Reservation of property rights
The delivered goods remain property of the agent until the full payment of the invoice amount.
For payment by bill of change or cheque the reservation of property rights only expires after the credit of the bill of change or the cheque amount.
At continuous business relationships the reservation of property rights applies for the covering of balance claims.
The principle is obliged to store the goods under reservation of property rights without any extra charges for the agent and insure them appropriately against breakage, fire loss, theft and water damage.
On request it is to be given that the insurance has been taken out. For the duration of the reservation of property rights the principle already abandons his claims against the insurer to the agent. The principle is entitled to sell the goods and work on them or rather process them, however only after consideration of the following points:
- The authorization of the principle to sell the proprietary goods in business to business transactions in accordance with the regulations ends with its suspension of payments or then if a bankruptcy proceedings or a conciliation procedure is opened on the assets of the principle for warding off the bankruptcy.
The principle is obliged to immediately send the agent a list about the remaining goods with reservation of property after suspension of payment rights even if they are finished or resold as well as to immediately send a list of the claims together with invoice duplicates to the third-party debtor.
- Will the proprietary goods be sold, worked or processed or installed in a construction project as part of a contract for work, contract of works, labour and material or similar contracts the reservation of property will not expire. The agent will in any case acquire joint ownership. The principle is obliged to inform the contracting partner of this.
- Those claims resulting from sale, working, processing or combination against third parties are valid as abandoned to the agent to the amount of the invoice amount of the delivered goods. The principle has to inform his contracting partner immediately thereof.
The principle is authorised to retract the abandoned claim as a trustee of the agent as long as he complies with his payment obligations to the agent accordingly. The incoming amounts are to be booked separately by the principle until their transmittance.
The abandoned claims to the agent as well as the proprietary goods may not be mortgaged neither be assigned by way of collateral to third parties.
Distraints of the abandoned claims or of the proprietary goods through third parties are to be communicated to the agent within 3 days after executed distraint stating the name and the address of the distraining debtee.
11. Figuratively and textual sales documents
Drafts, drawings, pictures, brochures, price lists, descriptions and cost estimates remain our property also with regard to competition. Our documents are to be returned on demand even though the order was placed or not.
They may in addition not be copied nor be given to third parties. We reserve the right to issue a claim for damages in case of a breach of contract.
If the immediate return of our documents does not happen despite request we are permitted to require a 5% refunding of the total sum of the cost estimate of the order or rather of the offer.
12. Other, sole and exclusive claim
Our descriptions of performance are part of the terms of delivery. It can only be deviated from them with our explicit agreement in writing in each case. Verbal agreements which are not explicitly confirmed in writing are ineffective.
General terms and conditions of business particularly terms of purchase of our principals do not have legal force for us even though they do not contradict to ours or do settle business matters which are not settled in our own terms. Our own terms exclusively find application.
13. Place of fulfillment and place of jurisdiction
Place of fulfillment is Karlsruhe. Place of jurisdiction is also Karlsruhe if the contracting partner is full merchant, a legal entity of the public law or a public law special fund.