General Terms and Conditions

General information

Our terms of delivery and payment apply to all deliveries and services. Other terms and conditions, e.g. our customer's terms and conditions of purchase, shall only become part of the contract if this has been expressly agreed in writing. In the event of conflict, the statutory provisions shall apply. If the customer is a merchant or a legal entity under public law, our terms and conditions of delivery and payment shall apply to all future transactions.

Contract content

All information in catalogues, price lists or order proposals is non-binding (as is customary in the industry). Only the conditions agreed for a specific order are binding. Conditions for an order are only binding once we have accepted the customer's order (order confirmation). Proposals for an order that we have made shall only bind us after an order has been placed and confirmed.

Customised products are items that we do not manufacture in series or that are not included in price lists. This also applies to colours.

Insofar as it is compatible with the purpose of the order recognisable to us, we are entitled to make changes to the delivery, performance and design for technical reasons.

Cancellation/withdrawal/return of goods

Cancellation of concluded contracts must be made expressly and by mutual agreement and cannot be demanded simply because precautionary provisions are made below for this case. If a contract is cancelled by mutual agreement, the customer shall be obliged to reimburse all costs incurred to date and arising from the cancellation of the contract, even if this has not been expressly agreed in the special agreement on the cancellation. Cancellation shall not be agreed for custom-made products.

A reduction in value shall be charged for goods that have already been used by the customer (including samples and exhibition goods). This amounts to 50% of the order price within the first year and 70% thereafter. The return of damaged goods is excluded.

Prices

The list prices valid on the day of our delivery shall be charged.

Transport

We deliver ex works at our discretion by lorry, forwarding agent or parcel service.

Deliveries are made ‘free domicile’ from a net goods value of € 800. If the value is lower, we charge €10 per chair for dispatch by forwarding agent and €8 per chair for dispatch by parcel service.

Transportation risk

In the case of delivery ‘free domicile’, the risk shall not pass to the customer until the goods have been handed over.

If dispatch is postponed due to circumstances for which we are not responsible or which we have not caused, we shall store the goods at the risk of the customer, who shall be responsible for insuring them. If the dispatch of the goods is delayed at the customer's request, we shall be entitled to charge storage costs for the month or part thereof, starting with the notification of readiness for dispatch.

Claims, irrespective of the legal grounds, based on damage to the goods upon delivery can only be asserted, notwithstanding all obligations of a recipient under transport law, on condition that our customer informs us immediately and in detail of the nature and extent of the damage and its possible occurrence. In addition, the damage must be noted on the transport documents/acknowledgement of receipt.

Delivery

If a date or deadline is specified in the contractual documents for deliveries or services or can be determined from them, it only refers to the due date of the delivery. If such delivery periods or deadlines are culpably not met, the customer shall be entitled to set us a reasonable grace period and, after expiry of the grace period, to withdraw from the contract and demand compensation for damages in accordance with section Other claims, liability. For deadlines or dates that may not be exceeded under any circumstances (fixed-date transactions), this characteristic must be expressly and unequivocally agreed.

If we are prevented from delivering and/or providing the service as a result of force majeure, operational disruptions, strikes, lockouts, war, disasters and/or official interventions and orders, we shall be entitled either to withdraw from the contract or to provide the agreed service as soon as possible after the obstacle has been removed. Compensation for damages is excluded.

Dispatch of invoices

Invoices may be sent by post or e-mail, at our discretion. The customer agrees to receive invoices electronically. Electronic invoices shall be sent to the customer by e-mail in PDF format to the e-mail address provided by the customer for the purpose of receipt. The customer undertakes to create the technical prerequisites for being able to retrieve the invoice as agreed. The customer shall notify us immediately of any change to the e-mail address specified for electronic invoicing. In the event of an incorrect or culpably omitted notification of the change of the designated e-mail address, the customer shall reimburse the damage caused by the address determination. The electronic invoice shall be deemed to have been received upon receipt of the e-mail to which the electronic invoice is attached. The customer may revoke their consent to the electronic invoice dispatch in writing at any time.

Payments

Payments are due immediately and must be made without deduction no later than 21 days after the invoice date. Payment terms do not postpone the due date, but the latest date of payment determined by the calendar. If payment is received within 8 days of the invoice date, we grant a 2% discount.

Customers are only entitled to offset counterclaims if these are undisputed or have been legally established.

Bills of exchange or cheques shall only be accepted after corresponding agreement and only on account of performance. If a cheque or bill of exchange is lost, we are not obliged to continue to seek payment from the paper. Discount and bill charges as well as other costs shall be borne by our customer and must be settled in advance. Cheques are not accepted as cash payment.

If payment is not made on time, we shall be entitled, without prejudice to further claims, to charge our loss in the amount of our credit costs, but at least 5% above the respective base rate of the European Central Bank. We shall be released from providing further advance services/deliveries.

Retention of title

Our deliveries shall be subject to retention of title until the purchase price has been paid in full and all existing liabilities to us, including interest and costs, have been settled. The customer is only authorised to sell the goods in the ordinary course of business. Any impairment of our rights, in particular by pledging the goods, is not permitted.

If the goods subject to retention of title are treated or processed, they shall remain our property at every stage of production. If the goods are processed, combined or mixed with other items, we shall become co-owners of the new items or the mixed stock in the ratio of the value to the value of the finished items.

The customer is obliged to inform us immediately upon request of the existence of the claims assigned to us, with all information necessary for collection, and to refrain from any collection of the claim assigned to us at our request. We hereby accept the assignment of the co-ownership rights/claims, but reserve the right to reassign the claim. The customer hereby assigns to us any claims for compensation against third parties or insurance companies arising from loss, damage or destruction of the goods. The customer undertakes to send us a copy of the damage report and the insurer's security certificate. We are authorised to notify the assignment.

If the customer is in default of payment or otherwise fails to fulfil his obligations arising from the retention of title, we may demand that the goods be handed over to a sequestrator without having to withdraw from the contract.

The customer is obliged to inform us immediately of any enforcement measures taken by third parties against the goods subject to retention of title or any resulting claims, handing over the documents necessary for an intervention.

If the goods are taken to a place outside the local jurisdiction of the German courts and the purchase price has not been paid, the customer shall be obliged in particular to ensure that we remain the owner of the delivered goods until they have been paid for or that a corresponding security interest is created for us. The buyer shall be obliged to inform us of this.

Material defects

The customer is obliged to ensure unhindered access to the place of delivery, to inspect the goods immediately upon receipt and to notify us immediately in writing of any complaints due to defects or incorrect delivery. If the delivered goods are defective, we shall be entitled, at our discretion, to remedy the defect or make a replacement delivery. If the rectification of defects or replacement delivery has been successfully carried out, all claims of the customer shall be settled with reimbursement of the necessary costs incurred by him. Reimbursement of costs is excluded if the expenses increase because goods have been moved to another location after our delivery, unless this corresponds to the intended use of the goods.

Defects shall not be deemed to exist in the case of insignificant deviations in quality, dimensions or colour samples or in the case of non-absolute uniformity of the veneers used in the case of several similarly veneered items in one delivery.

If we are unwilling or unable to rectify the defect or provide a replacement delivery, or if this is delayed beyond the reasonable deadlines due to our fault, or if the rectification of the defect has persistently failed, the customer is entitled, at his discretion, to withdraw from the contract or to demand a reduction in the purchase price (reduction).

The customer is obliged to make the rejected goods available to us for inspection.

Our liability for material defects is regulated in the ‘Guarantee Service Conditions’ in the current price list.

Statutory rights of recourse against us shall only exist insofar as the customer has not made any agreements with his customer that go beyond the statutory claims for defects.

Other claims, liability

Unless otherwise stated below, other and further claims of the customer against us are excluded. This applies in particular to claims for damages for breach of duties arising from the contractual obligation and from unauthorised action. We are therefore not liable for damage that has not occurred to the delivered goods themselves. In particular, we are not liable for loss of profit or other financial losses suffered by the customer.

The above limitations of liability shall not apply in the event of wilful intent, gross negligence on the part of our legal representatives or executive employees or in the event of culpable breach of material contractual obligations. In the event of culpable breach of material contractual obligations, we shall only be liable - except in cases of intent or gross negligence on the part of our legal representatives or executive employees - for reasonably foreseeable damage typical of the contract.

Furthermore, the limitation of liability shall not apply in cases in which liability exists under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivered goods. It shall also not apply in the event of injury to life, limb or health and in the absence of warranted characteristics if and insofar as the purpose of the warranty was precisely to protect the customer against damage that did not occur to the delivered goods themselves.

Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, legal representatives and vicarious agents.

The statutory regulations on the burden of proof remain unaffected by this.

Place of fulfilment, place of jurisdiction, applicable law

The place of fulfilment for our services and the non-exclusive place of jurisdiction for all claims against merchants, legal entities under public law and special funds under public law is our registered office.

German law and the latest version of the lncoterms shall apply to export deliveries. The application of the Uniform Law on the International Sale of Goods (EAG and EKG) or other rules on international commercial transactions (CSIG) are excluded.