General Sales Terms and Delivery Conditions

Nolte Küchen GmbH & Co. KG

Status October 1st, 2012

 

§ 1
Scope

(1) These General Sales Terms and Delivery Conditions shall only apply for agreements with companies in terms of Sec. 14 of the German Civil Code, legal entities of public law or public legal separate assets (“Customer”).

(2) The contractual relationship between the Customer and our company shall exclusively comply with the available General Sales Terms and Delivery Conditions. Deviating terms and conditions of the Customer shall herewith be expressly excluded. Only these terms and conditions shall also apply if our company carries out delivery to the client without any reservation fully aware of contradicting or deviating terms and conditions.

(3) Subject to modifications of our General Sales Terms and Delivery Conditions these contract terms shall also apply for future agreements between us and the Customer without requiring anew inclusion.

§ 2
Contractual Agreements

(1) Unless resulting differently from circumstances our offers shall only constitute requests to the Customer to send us definite tentative offers (“invitatio ad offerendum”). We are entitled to accept such tentative offers within three weeks. The Customer shall be bound to his contract during that time.

(2) When accepting orders we generally assume that the Customer is creditworthy and, in individual cases, reserve the right to depend the order acceptance on the status of a bank guarantee or liquidity commitment of the Customer’s bank amounting to the presumed invoice receivable. Should a lacking creditworthiness emerge after conclusion of the contract we are, after consultation with the customer, either entitled to withdraw from the contract or to request indemnification within one week.

(3) Tentative offers from our part shall be subject to confirmation unless the order confirmation does not state differently.

(4) All agreements made between our company and the Customer regarding the purpose of this contract shall be documented in writing.

(5) The Customer shall only rely on the validity of agreements made with employees without authority to represent the company if there is a written confirmation from the management.

§ 3
Prices

(1) Unless otherwise specified in the order confirmation our prices shall be considered net (without value-added tax) “ex works” plus value –added tax amounting to the tax rate valid at that time.

(2) Any taxes for deliveries and services incurring in the recipient country and other costs shall be borne by the Customer.

(3) Any discounts granted to the Customer shall only be granted if business transactions run smoothly. Discounts shall particularly be inapplicable if insolvency proceedings have been initiated with respect to the Customer’s assets, the Customer does not pay the receivables within the granted grace period or if legal proceeding are pending between the Customer and our company in connection with this contract.

§ 4
Terms of Payment

(1) The Customer shall compensate our payment claims immediately and without deduction. Deduction of any discount requires a special written agreement. We only accept bills of exchange and cheques will only be accepted if there is a special agreement and on account of performance.

(2) The Customer shall only be entitled to set-off rights if his counterclaims have been determined undisputed and accepted by us. If counterclaims have been determined disputed and effective, the customer shall not have any right of retention.

§ 5
Default

The Customer shall default – subject to a prior reminder – 15 days after payment date and invoice receipt or an equal request for payment.

§ 6
Right of Withdrawal

We are entitled to withdraw from the contract if there is a significant deterioration of Customer’s economic circumstances, especially if there are any distraint or other enforcement measures or if judicial or extra-judicial insolvency proceedings are opened.

§ 7
Customer‘s Liability for Damages

If our company has any damage claims instead of performances against the Customer according to legal regulations, such claim shall amount – subject to proof of higher damage caused by our company - 10 % across-the-board of the agreed purchase price. Customer shall be entitled to proof that damage either did not arise or is significantly lower than the lump sum.

§ 8
Performances

In default of conflicting agreements, we shall be entitled to partial deliveries and services if such deviation remains within customary in trade tolerances or if the delivery item constitutes various, not mating pieces of furniture.

§ 9
Delivery Period

(1) Agreed delivery periods shall be considered approximate and subject to correct and punctual supply of ourselves.

(2) The compliance with our delivery commitment implies that the customer fulfils his obligations in good time and correctly.

(3) Delivery periods shall be extended in case of force majeure and in case of unexpected events beyond our control, even if such events have occurred at our works or at a sub-supplier around the time of the hindrance. This particularly implies: breakdown, strike or lockout on our site or at our suppliers, delayed delivery of important raw material. Proof of causal connection between the aforementioned cases and subsequent delivery cannot be requested.

(4) Should delivery not be possible for one month due to reasons mentioned in paragraphs 2 and 3 that are beyond control, we are entitled to cancel the agreement.

(5) The non-observance of delivery dates and periods in consideration of an extension according to paragraphs 2 and 3 shall entitle the customer to exercise his rights, especially the right of withdrawal, only when he granted us a proper respite of at least 15 days in writing.

(6) Any damage claims due to delay in delivery shall be limited to 15 % of the purchase price (net), unless the delay in delivery has been caused deliberately or grossly negligent.

(7) If the customer does not pick up the goods at the place of fulfilment within 15 days despite notification regarding the readiness for shipment, we are entitled to cancel the contract and to sell the goods to somebody else. Any warehouse costs incurring and the risk of storage shall be borne by the customer.

§ 10
Place of Performance, Transfer of Risk, Delivery

Unless agreed differently, delivery shall be carried out „ex works“(EXW), Löhne according to Incoterms 2010.

§ 11
Target Quality of Goods

(1) The target quality of goods shall be in accordance with the contract. Unless expressly specified, we will not assume any guarantee independent of debts. This shall also apply for reference to DIN standards.

(2) Customary in trade deviations regarding execution, structure, colours and dimensions of the purchased goods that are in the nature of the materials used shall not entitle the customer to assert any warranty claims, if the value of the purchased item or its suitability for the general and specified in the agreement purpose is impaired insignificantly only.

§ 12
Requirement to make a complaint

Deliveries shall be checked by the Customer or by recipients specified by the Customer immediately upon receipt. After acceptance of the goods by the Customer or a party authorized by the Customer, any belated complaint because of the outside appearance of the delivery shall be excluded. Notices of other defects of the goods, if visible, can be sent within 3 workdays upon receipt and only within 3 workdays upon discovery. Any notices of defect shall be in writing.

§ 13
Warranty

(1) If the purchased item is defective and such defect has been notified in due time we will warrant by either replace the defective item by a perfect one or by rectifying the defects on the delivered goods (“Supplementary Performance”). Defective goods must only be returned to us with our prior approval. If goods are returned without our prior approval we are entitled to refuse to accept them.

(2) Should the supplementary performance fail twice, the Customer shall be entitled to reduce the agreed purchase price, to withdraw from the contract or – according to the requirements of Sec. 14 – to claim damage for the delivery of defective goods.

(3) The statutory limitation for all warranty claims shall be 24 months. Replaced goods shall only be delivered in compliance with our warranty obligations for the original goods.

(4) Should, in case of resale of the goods to a consumer in terms of Sec. 13 of the German Civil Code, the Customer be held liable by the consumer as consequence of any defect the Customer’s recourse shall be directed to us subject to possible damage claims that are subject to Sec. 14 of these General Sales Terms and Delivery Conditions according to the legal regulations of Sec. 478, 479 of the German Civil Code. The same shall apply if the Customer is held liable by another distributor in the supply chain for warranty claims of a consumer.

§ 14
Liability

(1) Our liability shall generally be limited to damage that we or our auxiliary parties have brought about deliberately or gross negligent. For simple negligence we shall only be liable if life, body or health is violated and if material contractual obligations are infringed. A material contractual obligation is the obligation the fulfilment of which makes proper execution of the contract possible at all and on the observance of which the Customer may continuously trust.

(2) Should we be liable for a breach of duty due to negligence the amount of our liability shall be limited to damages that are typical for that kind of contracts and that were expected at the signing of the contract or during the breach of duty at the latest. This shall not apply if life, body or health is violated.

(3) Damage claims that do not imply any fault by rights shall remain unaffected by the provisions of paragraph (1) and paragraph (2).

§ 15
Retention of Title

(1) All deliveries shall be subject to retention of title. The title for the delivered goods shall remain with us until all receivables we are currently or in the future entitled to have been paid completely. The Customer shall revocably be allowed to process or resale the delivered goods within proper course of business. Should the Customer act contrary to the contract, we are entitled – especially in case of delayed payment – to assert our claims arising from the retention of title, particularly the redemption of goods delivered subject to retention of title, without prior cancellation of the respective sales contract.

(2) If the goods subject to retention of title are further processed to form a new movable object, such processing is generally carried out for us without any commitments resulting from it for us. We shall become owner of the new object. If the goods subject to retention of title are processed together with other object in our property we shall become co-owners of the new object proportional of the value of our goods subject to retention of title to the processed other subjects at the moment of processing. For the new movable object produced by processing, the same shall apply as for the purchase goods subject to retention to title.

(3) If the goods subject to retention of title are combined, mixed or mingled with goods we are not the owner of, we shall automatically become co-owner according to the legal regulations. If such mixing is carried out in a way that the Customer’s object is to be considered as main object it shall be agreed that the Customer transfers a proportional co-ownership to us. The Customer shall keep or store any subjects free of charge we are owners or co-owners of.

(4) In case of resale of the goods subject to retention of title the Customer shall already now assign any claims from buyers or third parties he is entitled to from the resale, independent of the fact if the delivered goods have been resold without or after further processing. We herewith accept the assignment. If we are co-owners of the resold good subject to retention of title the assignment of claim extends to the amount corresponding to our share of co-ownership. Should the Customer not be able to assign goods according to the afore mentioned provisions, especially as a consequence of a preceding assignment to any third party, resale shall not be effected within proper course of business in terms of this provision. The Customer shall be entitled to collect claims assigned to us until cancelled. Our right to collect the claim ourselves shall remain unaffected by that. We commit ourselves, though to not collect the claim as long as the Customer fulfils its obligation to pay arising from the collected revenues, does not get in default and especially no action for insolvency proceedings has been filed or if payment shave been stopped. Should this be the case, though, we can request the Customer discloses the assigned claims as well as the respective debtors, gives full particulars on the collection, hands over the corresponding documents and notifies the debtors (third parties) about the assignment. We are authorized to inform the debtor about the assignment ourselves.

(5) The Customer shall immediately inform us about any distraints or other interventions of any third party in the goods subject to retention to title or in the assigned claims and he shall forward us all necessary documents for possible proceedings. As far as any third party is unable to reimburse the judicial and extra-judicial costs, the Customer shall be liable for any losses arising from that.

(6) Should the Customer stop payments, apply and open judicial insolvency proceedings or extra-judicial settlement proceedings, his right to resale, use or integrate the goods subject to retention of title and the authorization to collect any assigned claims shall expire immediately. The collection authorisation shall also expire in case of cheque or bill protest.

(7) We are obliged to release securities we are entitled to at our choice as far as their estimated value exceeds 150 percent of the amount of the amounts receivable.

§ 16
Place of Fulfilment

Unless otherwise specified in this Terms and Conditions and in the order confirmation our place of business shall be place of fulfilment for all mutual obligations.

§ 17
Applicable Law

The law of the Federal Republic of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods shall prevail for all legal relations between us and the Customer or in connection with this contract.

§ 18
Jurisdiction

Place of jurisdiction for any conflicts between our company and national customers arising from or in connection with this agreement shall be our place of business or, at our choice, the general or a special place of jurisdiction of the customer, if the customer is a tradesman, a legal entity of public law or public legal separate asset and if the dispute is neither related to a not-proprietary claim that is assigned to the local courts regardless of the value of the matter in dispute nor if an exclusive place of jurisdiction is justified. The same shall apply for disputes with persons who have moved their place of residence or usual residence outside the territory of the code of civil procedure after signing of the contract or whose place of residence or usual residence is unknown at the commencement of an action.

§ 19
Data Protection

According to Sec. 33 of the Federal Data Protection Act we point out that data in files in connection with the business relationship will be stored.

 

General Terms and Conditions Nolte Küchen Online Orders

Status 1st of January 2022

1. Scope

The following terms and conditions apply to all online orders. Our articles for online orders are aimed exclusively at consumers.

A consumer is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor related to an independent professional activity. An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his or her commercial or self-employed professional activity.

2. Contracting parties, conclusion of contract, correction options

The purchase contract is concluded with:

Nolte Küchen GmbH & Co. KG
Anni-Nolte-Straße 4
32584 Löhne

Phone: +49 (0) 5732 8990
E-Mail: info@nolte-kuechen.de

VAT ID number : DE 124332791

The Company is a limited partnership with its registered office in Löhne, Germany, Registration Court Bad Oeynhausen HRB 1658, Registration Court Bad Oeynhausen HRA 1876; CEOs: Marc Hogrebe, Melanie Thomann-Bopp, Eckhard Wefing

The presentation of the products for online ordering does not constitute a legally binding offer, but a non-binding online catalogue. You can order via the order form provided for this purpose on the bottom of the page (reinigungsmittel bestellen). You can enter your data in the order form without obligation and change/adjust it at any time until you submit it. By sending the order form, you place a binding order. A confirmation of your order will follow by e-mail.

The time of conclusion of the contract with us depends on the payment method you have chosen:

Purchase on account

If a purchase is made on account when ordering online from Nolte Küchen, the purchase contract is concluded when the order form is sent.

3. Products, Price

The current Nolte Küchen products available for online ordering are:

  1. Cleaning set for fronts
  2. Cleaning set for worktops, niches & carcase decors

The scope of delivery of the respective sets (goods included) is listed under the language versions of the product order page.

The total amount for a cleaning set is 19, 04€ (including shipping and VAT applicable in Germany).

4. Contract language, contract text storage

Languages available for the conclusion of a contract are German, English, French, Spanish and Dutch.

The invoice data sent to the customer is stored at Nolte Küchen for 10 years in accordance with the retention obligation applicable in Germany.

In the event of a revocation of the contract, the buyer's data at Nolte Küchen will be deleted or made anonymous in accordance with data protection regulations (DSGVO) in Germany.

We save the text of the contract and send you the order data and our GTC in writing.

5. Delivery

The product prices stated on the product order page include shipping costs and the VAT applicable in Germany. Please find the total price for a cleaning set under point 3. We only deliver by post within the European Union. Unfortunately, it is not possible to collect the goods yourself. If Nolte Küchen is unable to deliver the ordered goods through no fault of its own because the supplier fails to fulfil its contractual obligations, Nolte Küchen is entitled to withdraw from the contract with the customer. In this case, the customer will be informed immediately that the ordered product is not available and any payments already made will be refunded immediately. The customer's statutory claims shall remain unaffected. If part of the order cannot be delivered immediately because our reliable supplier through no fault of our own, despite placing a congruent order does not supply us in time, we will subsequently deliver the remaining goods -without charging the shipping costs again- insofar as this is acceptable for you.

For delivery times, please refer to the terms and conditions of our shipping service provider United Parcel Service (UPS). The delivery times stated below are subject to change and only intend to provide an indication of the delivery time:
  • For Germany up to 2 working days
  • For EU up to 5 working days

Accordingly, UPS receives the following personal data in the course of shipping:

First and last name
Adress
Place of residence with postcode

5. Payment

The following payment method is currently available in our shop:

Purchase on account:

In the case of a purchase on account, the purchase price shall become due after the goods have been delivered and invoiced. In this case, the purchase price shall be paid within 14 (fourteen) days of receipt of the invoice without deduction, unless agreed otherwise.

Transfer of the payment to:

Nolte Küchen GmbH & Co.KG
UniCredit Bank AG
IBAN DE71 5032 0191 0018 5422 85
BIC HYVEDEMM430

6. Retention of title

The delivered goods remain the property of Nolte Küchen until payment has been made in full.

7. Right of withdrawal

As a buyer of our goods, you have a right of withdrawal according to the following conditions:

Cancellation policy

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without stating reasons. The withdrawal period is fourteen days from the day on which you or a third party named by you, who is not the carrier, have/has taken possession of the goods. To exercise your right of withdrawal, you must inform us (insert name, our address and, our telephone number, fax number and email address) of your decision to withdraw from this contract by means of a clear declaration (e.g. a letter sent by post, fax or e-mail). You can use the attached model withdrawal form for this purpose, which is, however, not mandatory. It is also possible to fill in and submit the model withdrawal form or another clear declaration electronically on our website [XXX]. Should you make use of this option, we will send you confirmation of receipt of such revocation immediately (for example, by e-mail). In order to comply with the withdrawal period, it is sufficient that you send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.

Consequences of withdrawal

If you withdraw from this contract, we must refund all payments we have received from you immediately and at the latest within fourteen days of the day on which we received notification of your withdrawal from this contract. This includes delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the cheapest standard delivery offered by us).

For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; you will not be charged for this refund under any circumstances. We may refuse repayment until we have received the goods back, or, until you have provided proof that you have returned the goods, whichever is the earlier. You must return or hand over the goods to us immediately and in any case, no later than fourteen days from the day on which you notify us of the cancellation of this contract. The deadline is met if you send the goods before the expiry of the period of fourteen days. You shall bear the direct costs of returning the goods.

Example withdrawal form:

To

Nolte Küchen GmbH & Co. KG
Anni-Nolte-Straße 4
32584 Löhne

"Withdrawal from my contract
Customer number/order number:

Dear Sir or Madam,
I hereby withdraw from the contract I have concluded:
[Insert a description of the goods purchased that is as accurate as possible].

I request immediate confirmation of my withdrawal.
[Optional: withdrawal of consent to the processing of personal data:].

In addition, I hereby revoke my consent to the processing of my personal data as a precautionary measure in accordance with Art 7 (3) sentence 1 DSGVO, insofar as this was effectively given. I request you to delete my personal data stored by you immediately, Art. 17 (1) b) DSGVO. If you have disclosed my personal data to additional recipients, I also require that you inform the recipients of the deletion of my personal data.

I request immediate confirmation that you have deleted my personal data and that you have informed the other recipients of my deletion request by sending them a copy. of my request for deletion.

If you do not comply with my deletion request, I require you to justify your decision to me immediately, indicating the legal basis. In this case, the corresponding data must be blocked immediately.

Kind regards,

Your name"

8. Transport damage

In the event that the ordered goods were delivered with obvious transport damage, please complain about such defects to the delivery company immediately and contact us without delay. Failure to make a complaint or to contact us has no consequences for your legal claims and their enforcement, in particular your statutory warranty rights. However, you would help us to be able to assert our own claims against the carrier or the transport insurance company.

9. Warranty and guarantees

Unless expressly agreed otherwise below, the statutory law on liability for defects shall apply.

The following applies to used goods: if the defect occurs after the expiry of one year from the delivery of the goods, the claims for defects are excluded.

Defects that arise within one year of delivery of the goods can be claimed within the statutory limitation period of two years from delivery of the goods.

The above restrictions and shortening of time limits shall not apply to claims based on damage caused by our legal representatives, our vicarious agents or us:

  • in the event of injury to life, limb or health
  • in the event of intentional or grossly negligent breach of duty as well as fraudulent intent
  • in the event of a breach of essential contractual obligations, the fulfilment of which is a prerequisite for the proper execution of the contract and on whose observance the contractual partner may regularly rely (cardinal obligations)
  • within the framework of a guarantee commitment, insofar as agreed, or
  • insofar as the scope of application of the Product Liability Act is opened up

Information on any additional guarantees that may apply and their precise conditions can be found with the respective product and on special information pages in the online shop.

10. Liability

For claims based on damage caused by our legal representatives, our vicarious agents, or us we shall always be liable without limitation

  • in the event of injury to life, limb or health
  • in the event of intentional or grossly negligent breach of duty
  • in the case of warranty commitments, insofar as agreed, or
  • insofar as the scope of application of the Product Liability Act is opened.

In the event of a breach of essential contractual obligations, the fulfilment of which is fundamental for the proper execution of the contract and on whose observance the contractual partner may regularly rely (cardinal obligations) due to slight negligence on our part, on the part of our legal representatives or vicarious agents, the amount of liability shall be limited to the damage foreseeable at the time of the conclusion of the contract, the occurrence of which must typically be expected.

Apart from that, claims for damages are excluded.

11. Applicable Law, Jurisdiction

The law of the Federal Republic of Germany shall apply to consumers to the exclusion of the UN Convention on Contracts for the International Sale of Goods, insofar as this does not deprive the consumer of the protection afforded by mandatory provisions of the law of the state in which the consumer has his habitual residence (favourability principle).
If you are an entrepreneur, the law of the Federal Republic of Germany shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The sole place of jurisdiction for orders from merchants, legal entities under public law or special funds under public law is our registered office.

12. Dispute settlement

The European Commission provides a platform for online dispute resolution (ODR). This platform can be reached via the external link https://ec.europa.eu/consumers/odr/. We are not obliged or willing to participate in a dispute resolution procedure before a consumer arbitration board.