§ 1 Scope 

(1) These General Terms and Conditions of Sale and Delivery apply only to contracts with entrepreneurs within the meaning of § 14 BGB, legal entities under public law, or special funds under public law (“Customer”). 

(2) The contractual relationship between the customer and us is governed exclusively by these General Terms and Conditions of Sale and Delivery. Any deviating terms and conditions of the customer are hereby expressly rejected. Exclusively these terms and conditions apply even if we execute delivery to the customer unconditionally in the knowledge of conflicting or deviating terms and conditions of the customer. Our General Terms and Conditions of Sale and Delivery in the version valid at the time of dispatch of our order confirmation apply, unless expressly agreed otherwise. 

(3) Subject to a change of our General Terms and Conditions of Sale and Delivery, these contractual conditions shall also form the basis of future contracts between us and the customer without the need for renewed inclusion. 

§ 2 Declarations of contract 

(1) Unless otherwise evident from the circumstances, our offers merely constitute invitations to the customer to submit binding contractual offers to us (“invitatio ad offerendum”). We are entitled to accept the customer’s contractual offers within three weeks by sending an order confirmation. During this period, the customer is bound by his declarations of contract. The content of the purchase contract is determined by our order confirmation. 

(2) When accepting orders, we assume the customer’s creditworthiness and reserve the right in individual cases to make acceptance of the customer’s order subject to the provision of a bank guarantee or a liquidity commitment from the house bank in the amount of the anticipated invoice claim. If insufficient creditworthiness becomes known only after the conclusion of the contract, we may, after consultation with the customer, withdraw from the contract or demand security within one week.

(3) Our offers are non-binding unless otherwise stated in the order confirmation. 

(4) All agreements reached between us and the customer for the purpose of executing this contract must be documented in writing. Individual agreements, in particular side agreements, additions or changes, which are made with the customer in individual cases, take precedence over these General Terms and Conditions of Sale and Delivery, provided the content of such deviating agreements has been made in writing or confirmed by us in text form. 

§ 3 Prices 

(1) Unless otherwise stated in the order confirmation, our prices apply net (excluding VAT) “ex works”. Value added tax at the applicable statutory rate is added. 

(2) All taxes and other charges incurred for deliveries and services in the country of receipt are borne by the customer. 

(3) Discounts granted to the buyer are only to be given for smooth business transactions. They lapse in particular if an application is made to open insolvency proceedings over the assets of the buyer, the buyer does not settle the claim within the payment period set for them, or a legal dispute exists between the buyer and us from or in connection with this contract. 

§ 4 Terms of payment 

(1) The customer must fulfill our payment claims immediately and without deduction. Any cash discount deduction requires a special written agreement. Bills of exchange and checks are accepted by us only on the basis of a separate agreement and only on account of performance. 

(2) The customer is only entitled to offsetting rights if his counterclaims are legally established, undisputed, or recognized by us. The customer has no right of retention for disputed or not legally established counterclaims. 

§ 5 Payment default 

(1) The customer shall be in default - subject to earlier dunning - no later than 14 days after the due date and receipt of an invoice or an equivalent payment request. 

(2) If the customer defaults on payment for more than two weeks or has suspended payments, all claims from the business relationship with the customer become immediately due for payment, even if payment terms had been granted in individual cases. Immediate maturity also applies in the event of a material deterioration in the customer's financial circumstances that endangers the realization of our payment claim. 

(3) If, for example, the customer's payment behavior deteriorates due to conspicuously frequent late payments, and this entails the risk that our claim or the realization of our claim from the respective legal relationship is endangered, we are entitled to make further deliveries dependent on advance payment or appropriate security. This also applies if we become aware of the deterioration of payment behavior only after conclusion of the respective contract. If the customer fails to make the advance payment despite reminder and deadline, or does not provide sufficient security within a reasonable period set for them, we are entitled to refuse performance and—if necessary after setting a deadline—to withdraw from the respective contract, as well as to claim damages. We may declare withdrawal immediately if the subject is the manufacture of non-fungible goods, such as custom-made products. 

(4) If the customer is in default of payment, we are entitled to claim a flat-rate fee of €40.00 in accordance with § 288 V BGB. 

§ 6 Right of withdrawal 

We are entitled to withdraw from the contract if a significant deterioration in the customer's financial situation occurs, in particular if seizures or other compulsory enforcement measures are taken against them or if judicial or extrajudicial insolvency proceedings are opened. 

§ 7 Customer’s obligation to pay damages 

If, according to the statutory provisions, we are entitled to claim damages in lieu of performance against the customer, this—subject to proof of greater damage by us—amounts to 10% of the agreed purchase price. The customer is entitled to prove that no damage was incurred at all or that it is significantly lower than the flat rate. 

§ 8 Services 

In the absence of agreements to the contrary, we are entitled to make partial deliveries and partial services, provided the deviation remains within standard commercial tolerances or if the delivery item consists of different, unrelated pieces of furniture. Partial deliveries or partial services are to be paid for by the customer at the value of the partial delivery or partial service according to § 4.  

§ 9 Delivery time 

(1) Agreed delivery periods shall be regarded as approximate and subject to correct and timely delivery to ourselves. 

(2) Compliance with our delivery obligation presupposes timely and proper fulfillment of the customer’s obligations. 

(3) Delivery periods shall be extended in the event of force majeure and the occurrence of unforeseen events for which we are not responsible, including if they occur in our factory or at a subcontractor, for the duration of the hindrance. These include in particular: operational disruptions, strikes or lockouts at our premises or those of our suppliers, delay in delivery of essential raw materials. Proof of a causal connection between the above-mentioned cases and the late delivery cannot be required. 

(4) If delivery is not possible for a period of one month for the reasons specified in paragraphs 2 and 3, without any fault on our part, we have the right to withdraw from the contract. 

(5) Failure to meet delivery dates and deadlines, taking into account any extension under paragraphs 2 and 3, entitles the customer to assert the rights to which they are entitled, in particular withdrawal, only after setting us a reasonable, at least 14-day, grace period in writing. 

(6) Any claims for damages due to delay in delivery are limited to 15% of the purchase price (net), unless the delay in delivery was caused intentionally or by gross negligence. 

(7) If the customer, despite notification of readiness for shipment, does not collect the goods at the place of fulfillment within 14 days, we are entitled to withdraw from the contract and to sell the goods elsewhere. Any storage costs incurred as well as the risk of storage shall be borne by the customer. 

§ 10 Place of performance, transfer of risk, delivery 

Unless otherwise agreed, delivery shall be “ex works” (EXW) Löhne in accordance with Incoterms 2010. 

§ 11 Required condition of goods 

(1) The required condition of the goods is determined by the contractual agreements. Unless expressly specified, we do not assume any strict liability guarantee for this. This also applies to the reference to DIN standards.

(2) Commercially customary deviations in design, structure, color, and dimensions of the purchased goods, which are inherent to the nature of the materials used, do not entitle the customer to assert warranty claims, provided the value of the purchased item or its suitability for general or contractually agreed use is only insignificantly reduced. 

§ 12 Duty of inspection and notification of defects 

Deliveries must be inspected by the customer or by a party designated by the customer immediately upon receipt. After unconditional acceptance of the goods by the customer or a person appointed by them, any later complaint regarding the external condition of the delivery is excluded. Other defects in the goods, insofar as they are recognizable, can only be reported within 3 working days of receipt, otherwise only within 3 working days of discovery. Notifications of defects must be made in text form. 

§ 13 Warranty 

(1) If a defect in the purchased item exists and has been reported in time, we may at our discretion provide warranty by delivering flawless replacement goods or by remedying the delivered goods (“subsequent performance”). Defective goods may only be returned to us with our prior consent. If the goods are returned to us without our prior consent, we are entitled to refuse acceptance. 

(2) In the event of subsequent performance, the customer is only entitled to reduce the agreed purchase price, withdraw from the contract, or—under the conditions stated in § 14—claim damages due to delivery of defective goods, if two attempts at subsequent performance fail. 

(3) We are entitled to make our obligation to subsequent performance dependent on payment of the due purchase price. However, we allow the buyer to retain part of the purchase price, provided this retention is proportionate to the defect. 

(4) The limitation period for all defect claims is 24 months. Delivery of replacement goods is provided exclusively in fulfillment of our warranty obligations for the original goods. 

(5) If the customer is, in the case of resale of the goods to a consumer within the meaning of § 13 BGB, claimed by the consumer as a result of a defect, the customer’s recourse against us, subject to any claims for damages which are subject to § 14 of these Terms and Conditions of Sale and Delivery, shall be governed by the statutory provisions of §§ 478, 479 BGB. The same applies if the customer is claimed for recourse by another reseller in the supply chain due to warranty claims of a consumer.

(6) If the goods delivered by us are to be classified as digital products within the meaning of § 327 I 1 BGB or as goods with digital elements within the meaning of § 327 a III 1 BGB, the customer must first attempt to obtain updates in accordance with § 327 I BGB or § 475 b III No. 2 and IV No. 2 BGB from the manufacturer of the digital product or the goods with digital elements. Then the legal regulations apply. 

§ 14 Liability 

(1) Our liability is generally limited to damages caused intentionally or by gross negligence by us or our agents. We are only liable for simple negligence in the event of injury to life, body, or health as well as for the breach of cardinal obligations. A cardinal obligation is an obligation whose fulfillment enables proper execution of the contract in the first place and on whose compliance the customer regularly relies or may rely. 

(2) If we are liable for breaches of duty due to simple negligence, our liability is limited in amount to the typical damages for contracts of this type that were foreseeable at the time of contract conclusion or at the latest on commission of the breach. This does not apply to injury to life, body, or health. 

(3) Claims for damages that do not require fault by law remain unaffected by the provisions in paragraph (1) and paragraph (2). 

§ 15 Retention of title 

(1) All deliveries are made under retention of title. Delivered goods remain our property until full payment of all claims to which we are currently or in the future entitled against the customer. The customer is revocably permitted to process or resell the delivered goods in the course of proper business. In the event of breach of contract by the customer, in particular in the event of default in payment, we are entitled to assert our rights arising from the retention of title, in particular to reclaim the goods delivered under retention of title, without a prior withdrawal from the respective purchase contract. 

(2) If the goods subject to retention of title are processed into a new movable item, processing is always done for us, without any obligation on our part. The new item becomes our property. If the reserved goods are processed together with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of our reserved goods to the other processed items at the time of processing. Otherwise, the same applies to the new movable item resulting from processing as to the purchased item delivered under retention of title. 

(3) If the reserved goods are combined, mixed, or blended with other items not belonging to us, we become co-owners in accordance with statutory provisions. If the mixing is such that the customer's item is to be regarded as the main item, it is deemed agreed that the customer transfers co-ownership to us proportionally. The customer is obligated to store items owned or co-owned by us free of charge. 

(4) In the event of resale of the reserved goods, the customer hereby assigns to us, already now, the claims against his customers or third parties arising from the resale, irrespective of whether the delivered goods have been resold without or after processing; we hereby accept the assignment. If the resold reserved goods are co-owned by us, the assignment of claims extends to the amount corresponding to the value share of our co-ownership. If the customer cannot make an assignment in accordance with the above regulations, in particular due to priority assignments to third parties, the resale does not take place in the ordinary course of business for the purposes of this clause. The customer is entitled, until revoked by us, to collect the claims assigned to us. Our right to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the collected proceeds, is not in default, and in particular no application for the opening of insolvency proceedings has been filed or suspension of payment exists. If this is the case, however, we may require the customer to inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. We are also authorized to notify the debtor of the assignment ourselves. 

(5) The customer must inform us immediately of any foreclosure measures or other interventions by third parties in the reserved goods or in the assigned claims, handing over the documents necessary for any proceedings. If the third party is not able to reimburse us for judicial and extrajudicial costs, the customer is liable for any loss we incur. 

(6) Upon suspension of payment, filing and opening of judicial insolvency proceedings or out-of-court composition proceedings, the right to resell, use or install the reserved goods and the authorization to collect the assigned claims expire; in the event of protest of a check or bill of exchange, the collection authorization also expires. 

(7) We are obliged to release any securities to which we are entitled, at our choice, insofar as their estimated value exceeds 150 percent of the sum of the outstanding claims. 

§ 16 Place of performance 

Unless otherwise provided in these terms and conditions or in the order confirmation, our registered office is the place of performance for all mutual obligations.

§ 17 Applicable law 

All legal relationships between us and the customer from or in connection with this contract shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. 

§ 18 Jurisdiction 

The place of jurisdiction for all disputes between us and domestic customers arising from or in connection with this contract is our registered office or, at our option, the general or a special jurisdiction of the customer, provided the customer is a merchant, a legal entity under public law or a special fund under public law and the legal dispute does not concern a non-pecuniary claim assigned to local courts regardless of the value of the subject matter, or an exclusive place of jurisdiction is not established. The same applies to legal disputes with persons who have relocated their domicile or habitual residence outside the scope of the Code of Civil Procedure after conclusion of the contract, or whose domicile or habitual residence is not known at the time an action is filed. 

§ 19 Data protection 

We hereby inform the customer that the personal data collected in connection with the business relationship will be processed in accordance with the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).