General Terms and Conditions
Design im Dorf 25, Stefan Spitz GmbH & Co. KG, Dorfstraße 15, 79872 Bernau
The following general terms and conditions form the basis for all current or future agreements of Design Im Dorf 25, Stefan Spitz GmbH & Co. KG, Dorfstraße 15, 79872 Bernau, even if not expressly agreed on.
1. Offers / Confirmation of Order
1.1 Our offers are always non-binding offers and subject to confirmation. When we are asked to make an offer, a purchase agreement is only concluded after we have confirmed in writing that we accept a specific order.
1.2 Agreements made on phone or verbally as well as agreements with our agents must also be confirmed in writing by us before being legally binding.
1.3 The scope of any order is precisely described in the confirmation of order. Side agreements and changes must also be confirmed in writing by us. Additional changes and costs arising therefrom are charged separately.
1.4 These terms and conditions are also binding, when customers have notified us or notify us of their own terms of delivery differing from our terms and condition or when these differing terms and conditions are printed onto written communication of customers, especially purchase orders. We hereby contradict any confirmation to the contrary of customers with differing terms and conditions.
2. Delivery and Acceptance
2.1 Whenever a specific time of delivery has been agreed on in the confirmation of order, the starting point is always begins after receipt of the relevant documents and specifications to be provided by the customers. Dates of delivery – including firm dates of delivery – will be extended in an appropriate extent in case of force majeure, hands of god, disruption of operations, shortages of energy and raw materials, strikes, lock-outs, disruption of traffic and public instructions.
2.2 We reserve the right to cancel purchase orders, in case we have taken adequate care to obtain the raw and semi-finished products necessary for our production process but when our supplier is not delivering goods or not in the quantity agreed on. In such a case our customer is not entitled to claim compensation.
2.3 In case of non-fulfilling the date of delivery agreed on, customers are only entitled to cancel the order after 15 work days.
2.4 As long as our customer has not made payments on time, our obligation to make deliveries is suspended. In case we come to have doubts with regard to the ability of customers to make payments – for instance after receiving a credit report – we reserve the right to cancel the purchase order, provided it has not been fulfilled yet, without setting further dates for payment. Alternatively we may ask for additional securities or ask for prepayment. The payments due at this point in time are then payable immediately. Other claims for compensation may be raised additionally.
3.1 The valid prices are given in our price lists and offers. We reserve the right to correct possible mistakes in offers.
3.2 Payment must be made as indicated in our written offer, unless agreed otherwise.
3.3 In case payment is made by cheque or draft, payment is only accepted on account of performance.
3.4 Payment by drafts are only accepted without charges within 8 days after issuance of the bill. Payments made after this date any banking charges and fees are payable by the customer. Discounts are not available for payments by drafts.
3.5 In case of late payments interest rates and fees customary for local loans are charged starting from the due date. Additionally 2 % for damages due to late payment are charged. We reserve the right to claim further compensation.
4. Creditworthiness of Clients
4.1 When accepting orders we assume the creditworthiness of customers. In case we come to know afterwards of circumstances which may affect the creditworthiness of clients, we are entitled to cancel the order or ask for immediate payment in cash. We may also ask for providing securities for drafts, especially those granted for previous sales. In case sufficient securities are not granted immediately, we may demand the immediate payment of drafts accepted previously.
5. Offsetting and Withholding of Payment
5.1 The customer is entitled to offset unpaid receivables only with unpaid receivables which are not challenged by us and which are established as final and absolute by a court of law.
5.2 The right to withhold payment may be claimed also only when not challenged by us and when established as final and absolute by a court of law.
6. Conditional Sale
6.1 We reserve the ownership of the goods delivered until receipt of full payment by customers. The customers is liable for all damages incurred during the period of conditional sale and assigns to us in advance all insurance claims arising in this period.
6.2 The conditional sale also covers all our open claims for payment against the customers, whether current or future and for whatever legal reason.
6.3 Pledged securities will be released on demand at our discretion, provided their value is effectively surpassing the value of our demands by 20%.
6.4 A possible mingling of non-paid goods with identical goods already paid will lead to a proportional co-ownership of us of the full stock until receipt of the full payment. In case unpaid goods delivered by us are processed further, the further processing is done for us. Adoption of property rights according to the German Legal Code §950 BGB is exempted. In case goods are processed further with goods not owned by us, we obtain a proportional co-ownership of the new goods relative to the value of the goods delivered by us and the value of the other goods prior to processing.
6.5 The customer has the right to process goods subject to conditional sale in line with ordinary business practices and to sell the goods conditionally. The customer is assigning fully in advance to us all claims deriving from either further sales of unpaid goods or other legal reasons arising from the unpaid goods. Our customer is authorized to claim payment for us in his name for the receivables assigned to us. This authorization may be cancelled, when the customer is not making due payments.
6.6 In case third parties take possession of goods delivered on the basis of conditional sale, the customer has an obligation to notify them of our property rights and to notify us immediately.
7. Notice of defects / Liabilities for defects
Timber as raw material is a natural product. Changes in the texture deriving from the natural characteristics of timber do not constitute defects of products.
7.1.1 In case the customer is a merchant registered in the general register of merchants, the rules of the German Commercial Code HGB apply with regard to checking and making complaints immediately after receipt of goods. All other customers are entitled to make complaints in writing within 8 days after receipt of goods, specifying the claimed defects in concrete detail.
7.1.2 Claiming defects after starting processing of goods is not possible.
7.2.1 The seller has the right to either repair deficient goods or to make a new delivery.
7.2.2 Claims for annulment or compensation are waived as far as legally possible.
7.2.3 The right of customers to claim defects is limited to 6 months after receipt of goods.
7.2.4 We do not accept liability for damages arising from inadequate storage, non-professional processing and unsuitable air-conditioning by customers, agents, and final customers.
7.2.5 After communicating with us, the customer has to allow us sufficient time and opportunity to either repair goods or to make new deliveries as deemed necessary by us on the basis of reasonable discretion. If this condition is not met, we are exempted from any duty to correct defects.
8. Place of fulfillment
Place of payment is Bernau.
Place of fulfillment of deliveries is the place of delivery.
9. Validity of Agreement
This agreement remains valid even if some points may become legally void.
This also extends to all terms of payment and delivery.
Place of Court
In case the customer is a merchant registered in the commercial register, the sole place of court is the local court in St. Blasien.
The agreement is subject to German Law.