General Terms and Conditions of Business and Sale of Knapp Service Koblenz GmbH
§1 General
(1) The following terms and conditions of purchase, sale and delivery shall apply exclusively to all deliveries and other services.
(2) Any deviating terms and conditions of the contractual partner that Knapp Service does not expressly recognize are non-binding, even if Knapp Service does not expressly object to them.
(3) The inclusion and interpretation of these terms and conditions of purchase, sale, and delivery, as well as the conclusion and interpretation of legal transactions with the contractual partner itself, are governed exclusively by the laws of the Federal Republic of Germany. The application of the Uniform Law on the Formation of International Sales Contracts for Movable Goods and the Uniform Law on the International Sale of Goods of the UN Convention on Contracts for the International Sale of Goods is excluded.
(4) The invalidity of individual provisions of this contract or its components shall not affect the validity of the remaining provisions. The contractual partners are obligated, within reasonable limits and in good faith, to replace an invalid provision with a valid provision that achieves the same economic effect, provided that this does not result in a significant change to the content of the contract; the same applies if a matter requiring regulation is not expressly regulated.
(5) The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the obligation to pay, is the registered office of Knapp Service.
(6) The place of jurisdiction is the court having jurisdiction over the registered office of Knapp Service, provided the contractual partner is a merchant. Knapp Service is also entitled to sue before a court having jurisdiction over the registered office or branch of the contractual partner.
§2 Offers, Scope of Services and Conclusion of Contract
(1) Contract offers from Knapp Service are subject to change.
(2) The scope of the contractually owed service shall be determined exclusively by Knapp Service's order confirmation.
(3) Knapp Service reserves the right to make changes to the design, choice of materials, specifications, and construction even after sending an order confirmation, provided that these changes do not contradict either the order confirmation or the contractual partner's specifications. The contractual partner will also agree to any further proposed changes from Knapp Service, provided that these are reasonable for the contractual partner.
(4) Partial deliveries are permitted.
(5) The documents underlying the offer or order confirmation, such as illustrations, drawings, dimensions, and weight specifications, are generally to be understood as approximate values only, unless they are expressly designated as binding.
§3 Prices and Terms of Payment
(1) Prices are ex works, excluding packaging and other shipping and transport costs. Packaging is charged at cost and will only be taken back if Knapp Service is obligated to do so by mandatory law.
(2) In the event of culpable exceeding of the payment deadline, interest at a rate of 8% above the applicable base interest rate will be charged, subject to the assertion of further claims.
(3) Payments by Knapp Service shall be made within 10 days with a 3% discount or 30 days net. The date of receipt of the goods by Knapp Service shall be decisive for the payment deadline.
§4 Offsetting and Retention
(1) Offsetting and retention are excluded unless the offsetting claim is undisputed or has been legally established.
§5 Delivery Period
(1) The delivery date is specified at the best of our discretion and shall be extended appropriately if the contractual partner delays or fails to provide required or agreed cooperation. The same applies to measures taken as part of labor disputes, in particular strikes and lockouts, as well as the occurrence of unforeseen obstacles beyond the control of Knapp Service, e.g., delivery delays by a sub-supplier, traffic and operational disruptions, material or energy shortages, etc. Changes to the delivered goods initiated by the contractual partner shall also result in a reasonable extension of the delivery period.
§6 Transfer of Risk
(1) The risk shall pass from the buyer as soon as the seller has made the goods available to the buyer and notifies the buyer of this.
§7 Retention of Title
(1) Knapp Service retains title to the delivered goods until full payment has been made. The retention of title shall also apply until all claims arising from the business relationship between the buyer and the seller, including future and conditional claims, have been fulfilled.
(2) The buyer is not authorized to transfer the goods as security or to pledge them, but is authorized to resell the reserved goods in the ordinary course of business. The buyer hereby assigns to the buyer the claims arising from this against his business partners.
(3) If the goods are processed or modified by the buyer, the retention of title also extends to the entire new item. The buyer acquires co-ownership in the fraction corresponding to the ratio of the value of its goods to that of the goods delivered by the seller.
(4) If the value of all securities held by the seller sustainably exceeds the existing claims by more than 10%, the seller will, at the buyer's request, release securities of the seller's choice.
(5) The seller is entitled to assert the retention of title rights without withdrawing from the contract.
§8 Claims for Defects
(1) If the purchase is a commercial transaction for both parties, the buyer must inspect the goods immediately upon receipt, insofar as this is feasible in the ordinary course of business, and, if a defect is discovered, notify the seller immediately. If the buyer fails to do so, the goods shall be deemed accepted, unless the defect was not apparent upon inspection. Otherwise, Sections 377 et seq. of the German Commercial Code (HGB) apply.
(2) Claims for defects are limited to subsequent performance. If subsequent performance fails, the buyer has the right, at his discretion, to demand a reduction in the purchase price or rescission of the contract.
(3) Further claims by the buyer, unless they result from a guarantee, are excluded. This does not apply in cases of intent, gross negligence, or breach of essential contractual obligations by the seller.
(4) Claims for defects expire one year after delivery of the purchased item.
§9 Liability
(1) The buyer's claims for damages are excluded. This does not apply in cases of intent, gross negligence, breach of essential contractual obligations by the seller, or assumption of a guarantee.
§10 Warranty
(1) The statutory warranty period applies to all deliveries.
As of November 2019
